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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number: 000-30959



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RITA MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3199149                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)





46421 Landing Parkway

Fremont, CA 94538

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code: 510-771-0400



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Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $0.001 par value

(Title of Class)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES x NO ̈



The aggregate market value of
the voting stock held by non-affiliates of the registrant was approximately $51,425,855 as of June 30, 2004, based upon the closing sale price on the Nasdaq National Market reported for such date. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes. This determination and calculation have been made without taking into account the effect of the merger of the registrant and Horizon Medical Products, Inc. on July 29, 2004.



There were 41,486,509 shares of the registrants Common Stock issued and outstanding as of March 31, 2005.



Documents Incorporated by Reference



Part III incorporates information by reference from the definitive proxy
statement to be filed in connection with the registrants 2005 annual meeting of stockholders.



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RITA Medical Systems, Inc.

Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2004



TABLE OF CONTENTS



Filing Sections



|                 |  |         |  |                                                                                                                                                                             |  |     
|---------------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Item No.         |  |         |  |                                                                                                                                                                             |  | Page
|EXPLANATORY NOTE |  |         |  |                                                                                                                                                                             |  | 4   
|                 |  |         | 
|PART II          |  | Item 9A |  | Controls and Procedures                                                                                                                                                     |  | 4   
|                 |  |         |  | Report of Independent Registered Public Accounting Firm                                                                                                                     |  | 6   
|PART III         |  |         |  | Part III incorporates information by reference from the definitive proxy statement to be filed in connection with the registrants 2004 annual meeting of the stockholders. |  |     
|PART IV          |  | Item 15 |  | Exhibits and Financial Statement Schedules                                                                                                                                  |  | 8   
|                 |  |         |  | Signatures                                                                                                                                                                  |  |     





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EXPLANATORY NOTE



This Annual
Report on Form 10-K/A is being filed as Amendment No. 1 to the Annual Report on Form 10-K of RITA Medical Systems, Inc. (the Company) for the fiscal year ended December 31, 2004 (the Original Form 10-K) in order to submit our
management report on internal control over financial reporting and the related attestation report of our independent registered public accounting firm on managements assessment and the effectiveness of internal control over financial
reporting. A revised Consent of Independent Registered Public Accounting Firm has also been included as a result of this amendment. Except as expressly provided herein, this report speaks only as of the date of the Original Form 10-K and does not
reflect any events occurring after March 31, 2005.



PART II



|Item 9A. | Controls and Procedures.
|-------- | ------------------------



Evaluation of Disclosure Controls and Procedures



The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys
Securities Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commissions rules and forms, and that such information is accumulated and communicated to the
Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.



As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with
the participation of Company management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Securities Exchange Act of
1934 (Exchange Act) Rules 13a-15(b) and 15d-15(b). Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective,
because of the material weaknesses discussed below. In light of the material weaknesses described below, the Company performed additional analysis and other post-closing procedures to ensure that the consolidated financial statements were prepared
in accordance with generally accepted accounting principles. Management believes that the consolidated financial statements of RITA Medical Systems, Inc. at December 31, 2004 and 2003 and for each of the three years in the period ended December 31,
2004 included in the Original Form 10-K dated March 31, 2005 fairly present in all material respects our financial condition, results of operations and cash flows.



Managements Report on Internal Control Over Financial Reporting



The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting. The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with established policies or procedures may deteriorate.



The Company has conducted an evaluation of its internal control over financial reporting as of December 31, 2004. In making
its assessment of internal control over financial reporting, management used the criteria described in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.



As of December 31, 2004, RITA Medical Systems, Inc. did not maintain effective controls over the reconciliation of accrued
expenses and certain cash accounts. Specifically, the Company failed to reconcile the supporting documentation for certain material expense accruals, foreign cash accounts and the primary operating cash account to the general ledger, impacting RITA
Medical Systems ability to ensure all transactions flowing through the accounts are properly reflected in the recorded account balances. This control deficiency resulted in audit adjustments to accrued liabilities, general operating expenses
and cash in the Companys 2004 annual consolidated financial statements. Additionally, this control deficiency could result in a misstatement of accrued liabilities, general operating expenses and cash that would result in a material
misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.



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Additionally, as of December 31, 2004, the Company did not maintain effective controls over the
completeness and accuracy of accounts payable. Specifically, the Company failed to identify and record, at year end, certain operating expenses including franchise taxes and general corporate expenses. This control deficiency resulted in audit
adjustments to accounts payable and the related general operating expenses in the Companys 2004 annual consolidated financial statements. Additionally, this control deficiency could result in a misstatement of accounts payable and operating
expenses that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.



Because of these material weaknesses, management has concluded
that the Company did not maintain effective internal control over financial reporting as of December 31, 2004, based on the criteria in the Internal ControlIntegrated Framework.



Managements assessment of the effectiveness of the Companys
internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein and expresses an unqualified opinion
on managements assessment and an adverse opinion on the effectiveness of the Companys internal control over financial reporting as of December 31, 2004.



Changes in Internal Control Over Financial Reporting



The aforementioned material weaknesses have resulted in changes in the Companys internal control over financial
reporting during the quarter ended December 31, 2004, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



In connection with our July 2004 merger with Horizon Medical Products, we
transferred most of our accounting function and processes from our headquarters in California to our Manchester, Georgia location during the fourth quarter of 2004. Accounting staff in our California location was reduced; however, additional
resources in Georgia had not been added as of December 31, 2004, which contributed to our failure to properly complete the reconciliations for accrued expenses and certain cash accounts. Also, procedures governing transfer of invoices and other
source documents from California to Georgia had not been finalized, which resulted in certain expenses related to 2004 not being properly accrued for during our internal accounting close at year-end. Although not yet complete, we have initiated the
following actions to remediate the material weaknesses:



| |  |  | Hired additional personnel, permitting enhanced segregation of duties and additional review;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Completed additional training of staff;
| | - |  | ---------------------------------------



| |  |  | Began a project to identify procedural improvements in our accounting processes;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Changed procedures for timely submission of invoices, particularly those received in California, to our Georgia-based accounting department.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------





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Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of

RITA Medical Systems, Inc.:



We have audited managements assessment, included in Managements Report on Internal Control Over Financial Reporting,
appearing under Item 9A, that RITA Medical Systems, Inc. did not maintain effective internal control over financial reporting as of December 31, 2004, because RITA Medical Systems, Inc. did not maintain effective controls over (i) the reconciliation
of accrued expenses and certain cash balances and (ii) the completeness and accuracy of accounts payable based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the
Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility
is to express opinions on managements assessment and on the effectiveness of the Companys internal control over financial reporting based on our audit.



We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit includes
obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



A material weakness is a control deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been included in managements assessment:



As of December 31, 2004, RITA Medical Systems, Inc. did not maintain
effective controls over the reconciliation of accrued expenses and certain cash accounts. Specifically, the Company failed to reconcile the supporting documentation for certain material expense accruals, foreign cash accounts and the primary
operating cash account to the general ledger, impacting Rita Medical Systems ability to ensure all transactions flowing through the accounts are properly reflected in the recorded account balalnces. This control deficiency resulted in audit
adjustments to accrued liabilities, general operating expenses and cash in the Companys 2004 annual consolidated financial statements. Additionally, this control deficiency could result in a misstatement of accrued liabilities, general
operating expenses and cash that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a
material weakness.



Additionally, as of December 31, 2004,
RITA Medical Systems, Inc. did not maintain effective controls over the completeness and accuracy of accounts payable. Specifically, the Company failed to identify and record, at year end, certain operating expenses including franchise taxes and
general corporate expenses. This control deficiency resulted in audit adjustments to accounts payable and the related operating expenses in the Companys 2004 annual consolidated financial statements. Additionally, this control deficiency could
result in a misstatement of accounts payable and operating expenses that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this
control deficiency constitutes a material weakness.



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These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our
audit of the 2004 consolidated financial statements, and this report does not affect our report dated March 28, 2005 on those consolidated financial statements.



In our opinion, managements assessment that RITA Medical Systems, Inc. did not maintain effective internal control over financial reporting as of December 31,
2004, is fairly stated, in all material respects, based on the criteria established in Internal Control  Integrated Framework issued by the COSO. Also, in our opinion, because of the effects of the material weaknesses described above on
the achievement of the objectives of the control criteria, RITA Medical Systems, Inc. has not maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control 
Integrated Framework issued by the COSO.



We have also audited, in
accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of RITA Medical Systems, Inc. at December 31, 2004 and 2003 and for each of the three years in the period ended
December 31, 2004 and in our report dated March 28, 2005 we expressed an unqualified opinion thereon.



PricewaterhouseCoopers LLP

San Jose, California

April 29, 2005



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules.
|-------- | -------------------------------------------



|(c) | Exhibits:
|--- | ---------



|       |  |                                                                     
|------ |  | --------------------------------------------------------------------
|Number |  | Description                                                         
|23.1   |  | Consent of PricewaterhouseCoopers LLP.                              
|       | 
|31.1   |  | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.
|       | 
|31.2   |  | Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.





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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |  |  |                            |  |     |  |                                                              
|----------------- |  |  |  | -------------------------- |  | --- |  | -------------------------------------------------------------
|Date: May 2, 2005 |  |  |  | RITA MEDICAL SYSTEMS, INC.
|                  |  |  |  |                           
|                  |  |  |  |                            |  | By: |  | /s/ JOSEPH DEVIVO                                            
|                  |  |  |  |                            |  |     |  | Joseph DeVivo President, Chief Executive Officer and Director



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                                                     |  |            
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | -----------
|Signature                                         |  | Title                                                                                                               |  | Date       
|                                                  |  |                                                                                                                    
|/s/ JOSEPH DEVIVOJoseph DeVivo                    |  | President, Chief Executive Officer and Director (Principal Executive Officer)                                       |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ DONALD STEWARTDonald Stewart                  |  | Chief Financial Officer and Vice President, Finance and Administration (Principal Financial and Accounting Officer) |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ VINCENT BUCCI*Vincent Bucci                   |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ RANDY LINDHOLM*Randy Lindholm                 |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ JAMES E. BRANDS*James E. Brands               |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ THOMAS J. DUGAN*Thomas J. Dugan               |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ ROBERT TUCKER*Robert Tucker                   |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ SCOTT HALSTED*Scott Halsted                   |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|/s/ WESLEY JOHNSON*Wesley Johnson                 |  | Director                                                                                                            |  | May 2, 2005
|                                                  |  |                                                                                                                    
|*/s/ JOSEPH DEVIVOJoseph DeVivo, Attorney in Fact |  |                                                                                                                     |  | May 2, 2005