UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
RITA MEDICAL SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
76774E103
(CUSIP Number)
MICHAEL S. FALK
COMVEST VENTURE PARTNERS, L.P.
830 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 829-5839
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 6, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
________________________
* 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/or any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 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).
(Page 1 of 9)
CUSIP No. 76774E103 13D/A Page 2 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
ComVest Venture Partners, LP
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4124841
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,795,743
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,795,743
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,795,743
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.46%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 76774E103 13D/A Page 3 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
ComVest Management LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
06-1588640
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,795,743
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,795,743
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,795,743
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.46%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 76774E103 13D/A Page 4 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
ComVest Group Holdings, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
01-0622406
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,825,773
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,825,773
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,825,773
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.53%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 76774E103 13D/A Page 5 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Michael S. Falk
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 173,636
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,825,773
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 173,636
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,825,773
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,409
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.94%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 76774E103 13D/A Page 6 of 9 Pages
INTRODUCTORY NOTE
This Amendment No. 1 (the "Amendment") amends the Statement of
Beneficial Ownership on Schedule 13D, originally filed with the Securities
Exchange Commission (the "Commission") on August 9, 2004 (the "Schedule 13D").
Since the date of the Schedule 13D, Commonwealth Associates Group Holdings, LLC
("CAGH"), a Reporting Person in the Schedule 13D, has changed its name to
ComVest Group Holdings, LLC ("CGH"). Accordingly, references in the Schedule 13D
to CAGH shall be to CGH in this Amendment. Commonwealth Associates,
L.P.("Commonwealth") and Commonwealth Management LLC ("Commonwealth
Management"), Reporting Persons in the Schedule 13D, are no longer Reporting
Persons for purposes of this Amendment due to the sale of all securities
beneficially held by such entities. Unless specifically amended hereby, the
disclosures set forth in the Schedule 13D shall remain unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
THE RESPONSE TO ITEM 5 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY
AS FOLLOWS:
(a) ComVest may be deemed to be the beneficial owner of an aggregate of
2,795,743 shares of Common Stock, representing approximately 6.46% of the issued
and outstanding shares of Common Stock of the Issuer.
ComVest Management, as the general partner of ComVest, may be deemed to
beneficially own 2,795,743 shares of Common Stock, representing approximately
6.46% of the issued and outstanding shares of Common Stock of the Issuer,
beneficially owned by ComVest.
CGH may be deemed to be the beneficial owner of an aggregate of
2,825,773 shares of Common Stock, representing approximately 6.53% of the issued
and outstanding shares of Common Stock of the Issuer, consisting of the
following: (i) 30,030 shares of Common Stock beneficially owned of record by CGH
and (ii) the 2,795,743 shares of Common Stock beneficially owned by ComVest that
CGH may be deemed to beneficially own by virtue of the fact that CGH is the sole
member of ComVest Management, the general partner of ComVest.
Falk may be deemed to be the beneficial owner of an aggregate of
2,999,409 shares of Common Stock, representing approximately 6.94% of the issued
and outstanding shares of Common Stock of the Issuer, consisting of the
following: (i) the 147,146 shares of Common Stock beneficially owned of record
by Falk; (ii) the 13,245 shares of Common Stock beneficially owned by the
Mikaela Falk Trust, which Falk may be deemed to beneficially own by virtue of
the fact that Falk's wife, Annie Falk, is Trustee of the Mikaela Falk Trust;
(iii) the 13,245 shares of Common Stock beneficially owned by the Gianna Falk
Trust, which Falk may be deemed to beneficially own by virtue of the fact that
Falk's wife, Annie Falk, is Trustee of the Gianna Falk Trust; (iv) the 2,795,743
shares of Common Stock beneficially owned by ComVest, which Falk may be deemed
to beneficially own by virtue of the fact that Falk is the Chairman and
principal member of CGH (the sole member of ComVest Management), and (v) the
30,030 shares of Common Stock beneficially owned by CGH, which Falk may be
deemed to beneficially own by virtue of the fact that Falk is the Chairman and
principal member of CGH. Falk may be deemed to share indirect voting and
dispositive power with respect to each of the shares of Common Stock described
in items (ii) through (v) above, but Falk disclaims beneficial ownership with
respect to the shares described in each of items (ii) through (v) above.
(b) Number of shares as to which each such person has:
CUSIP No. 76774E103 13D/A Page 7 of 9 Pages
(1) Sole power to vote or to direct the vote, and sole power
to dispose or direct the disposition of:
Name Number of Shares
---- ----------------
Michael S. Falk 173,636 shares
(2) Shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of:
(i) ComVest, ComVest Management, CGH and Falk may be
deemed to share such voting and disposition powers with respect to the 2,795,743
shares of Common Stock beneficially held by ComVest.
(ii) CGH and Falk may be deemed to share such voting
and disposition powers with respect to the 30,030 shares of Common Stock
beneficially held by CGH.
(c) ComVest completed the following transactions within the last sixty
days: (i) sold 470,625 shares of Common Stock for $4.44 per share on November
28, 2006; (ii) sold 125,992 shares of Common Stock for $4.45 per share on
November 30, 2006; (iii) sold 38,610 shares of Common Stock for $4.45 per share
on December 4, 2006; (iv) sold 57,620 shares of Common Stock for $4.44 per share
on December 5, 2006; and (v) sold 345,000 shares of Common Stock for $4.43 per
share on December 6, 2006. All of the shares were sold through broker
transactions.
CGH completed the following transactions within the last sixty days:
(i) sold 4,625 shares of Common Stock for $4.44 per share on November 28, 2006;
(ii) sold 1,308 shares of Common Stock for $4.45 per share on November 30, 2006;
(iii) sold 390 shares of Common Stock for $4.45 per share on December 4, 2006;
and (iv) sold 580 shares of Common Stock for $4.44 per share on December 5,
2006. All of the shares were sold through broker transactions.
Within the last sixty days the Mikaela Falk Trust sold 1,875 shares of
Common Stock for $4.44 per share on November 28, 2006 through a broker
transaction.
Within the last sixty days the Gianna Falk Trust sold 1,875 shares of
Common Stock for $4.44 per share on November 28, 2006 through a broker
transaction.
Within the last sixty days Falk sold 21,000 shares of Common Stock for
$4.44 per share on November 28, 2006 through a broker transaction.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 76774E103 13D/A Page 8 of 9 Pages
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: December 7, 2006 ComVest Group Holdings, LLC
By: /s/ Michael S. Falk
-------------------------------------------
Name: Michael S. Falk
Title: Chairman
Dated: December 7, 2006 ComVest Venture Partners, LP
By: ComVest Management, LLC,
its general partner
By: /s/ Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: December 7, 2006 ComVest Management, LLC
By: Commonwealth Associates Group
Holdings, LLC, its sole member
By: /s/ Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: December 7, 2006 /s/ Michael S. Falk
-------------------------------------------
Michael S. Falk, individually
CUSIP No. 76774E103 13D/A Page 9 of 9 Pages
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a
Statement on Schedule 13D and any amendments thereto, whether heretofore or
hereafter filed, relating to the securities of Rita Medical Systems, Inc., and
hereby affirm that this Amendment is being filed on behalf of each of the
undersigned.
Dated: December 7, 2006 ComVest Group Holdings, LLC
By: /s/ Michael S. Falk
-------------------------------------------
Name: Michael S. Falk
Title: Chairman
Dated: December 7, 2006 ComVest Venture Partners, LP
By: ComVest Management, LLC,
its general partner
By: /s/ Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: December 7, 2006 ComVest Management, LLC
By: Commonwealth Associates Group
Holdings, LLC, its sole member
By: /s/ Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: December 7, 2006 /s/ Michael S. Falk
-------------------------------------------
Michael S. Falk, individually