SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Rita Medical Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
76774E-10-3
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 76774E-10-3 Page 2 of 6
_____________________________________________________________________________
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
Michael A. Roth and Brian J. Stark, as joint filers pursuant to
Rule 13d-1(k)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,590,908(See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,590,908(See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,590,908(See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%(See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 76774E-10-3 Page 3 of 6
Item 1(a). Name of Issuer:
Rita Medical Systems, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
967 N. Shoreline Blvd.
Mountain View, CA 94043
Items2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office
and Citizenship:
This Amendment No. 1 to Schedule 13G is being filed on behalf of
Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Amendment No. 1 to Schedule
13G as Exhibit 1, pursuant to which the Reporting Persons have
agreed to file this Amendment No. 1 to Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
Item 2(d). Title of Class of Securities:
Common Stock of the Issuer (the "Common Stock")
Item 2(e). CUSIP Number:
76774E-10-3
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
2,590,908 shares of Common Stock*
(b) Percent of class:
Based on 36,787,586 shares of Common Stock of the Issuer
outstanding as of October 29, 2004 (as set forth in the
Issuer's 10-Q for the period ended September 30, 2004), the
Reporting Persons hold approximately 7.0%* of the issued and
outstanding Common Stock of the Issuer.
(c) Number of shares to which such person has:
SCHEDULE 13G
CUSIP NO. 76774E-10-3 Page 4 of 6
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,590,908*
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose of or direct the disposition
of: 2,590,908*
*The Reporting Persons beneficially own an aggregate of 2,590,908
shares of Common Stock. The foregoing amount of Common Stock and
percentage ownership represent the combined indirect holdings of
Michael A. Roth and Brian J. Stark. The shares of Common Stock
reported in this Schedule 13G do not include certain shares of
Common Stock issuable upon the exercise of warrants held by the
Reporting Persons. Such warrants held by the Reporting Persons
are subject to conversion caps that preclude the holder thereof
from utilizing its exercise rights to the extent that it would
beneficially own (determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934) in excess of 4.999% of the
Common Stock, giving effect to such exercise.
The foregoing amount of Common Stock and percentage ownership
represent the combined indirect holdings of Michael A. Roth and
Brian J. Stark. All of the foregoing shares are held directly by
SF Capital Partners, Ltd., a British Virgin Islands company ("SF
Capital"). The Reporting Persons are the Managing Members of
Stark Onshore Management, LLC ("Stark Onshore") which serves as
the managing general partner of Stark Investments Limited
Partnership ("Stark"), which serves as the general partner of
Stark Trading. The Reporting Persons are the Managing Members of
Stark Offshore Management, LLC ("Stark Offshore") which serves as
the investment manager of Shepherd Investments International Ltd.
("Shepherd"). Stark and Shepherd are the controlling owners of SF
Capital. Through Stark Onshore and Stark Offshore, the Reporting
Persons share voting and dispositive power over all of the
foregoing shares. Therefore, for the purposes of Rule 13d-3 under
the Exchange Act, the Reporting Persons may be deemed to be the
beneficial owners of, but hereby disclaim such beneficial
ownership of, the foregoing shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
SCHEDULE 13G
CUSIP NO. 76774E-10-3 Page 5 of 6
Not applicable
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 76774E-10-3 Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2005
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark
SCHEDULE 13G
CUSIP NO. 76774E-10-3
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
2,590,908 shares of Common Stock, of Rita Medical Systems, Inc. and further
agree that this Joint Filing Agreement shall be included as an exhibit to such
joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 14, 2005.
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark