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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED SURGICAL SYSTEMS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3841 68-0232575
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
</TABLE>
829 West Stadium Lane
Sacramento, California 95834
Telephone: (916) 646-3487
Telecopier: (916) 646-4075
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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DR. RAMESH C. TRIVEDI
CHIEF EXECUTIVE OFFICER AND PRESIDENT
INTEGRATED SURGICAL SYSTEMS, INC.
829 West Stadium Lane
Sacramento, California 95834
Telephone: (916) 646-3487
Telecopier: (916) 646-4075
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
JACK BECKER, ESQ. CHARLES P. GREENMAN, ESQ.
SNOW BECKER KRAUSS P.C. TIMOTHY I. KAHLER, ESQ.
605 Third Avenue PARKER CHAPIN FLATTAU & KLIMPL, LLP
New York, New York 10158-0125 1211 Avenue of the Americas
Telephone: (212) 687-3860 New York, New York 10036
Telecopier: (212) 949-7052 Telephone: (212) 704-6000
Telecopier: (212) 704-6288
</TABLE>
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-9207.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
If any of the securities on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act please check the
following box. [X]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) PRICE(1) FEE
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Common Stock, $.01 par value....... 28,750(2) $5.00 $143,750 $43.56
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Warrants to purchase shares of
Common Stock..................... 28,750(3) $0.10 $2,875 $0.87
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Common Stock issuable upon exercise
of Warrants...................... 28,750(4) $6.00 $172,500 $52.27
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Underwriters' Warrants to purchase
shares of Common Stock........... 2,500 $0.000033 $0.08 (5)
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Underwriters' Warrants to purchase
Warrants......................... 2,500 $0.000033 $0.08 (5)
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Common Stock issuable upon exercise
of Underwriters' Warrants........ 2,500(4) $8.25 $20,625 $6.25
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Warrants issuable upon exercise of
Underwriters' Warrants........... 2,500 $0.165 $412.50 $0.13
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Common Stock issuable upon exercise
of Warrants underlying
Underwriters' Warrants........... 2,500(4) $6.00 $15,000 $4.55
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Total Registration Fee...... $107.63(6)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(2) Includes 3,750 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(3) Includes 3,750 Warrants which may be purchased by the Underwriters to cover
over-allotments, if any.
(4) Pursuant to Rule 416, there are also being registered such indeterminate
number of additional shares as may become issuable pursuant to the
anti-dilution provisions of the Warrants, the Underwriters' Warrants and the
Warrants issuable upon exercise of the Underwriters' Warrants.
(5) Pursuant to Rule 457(g) promulgated under the Securities Act of 1933, no
filing fee is required.
(6) The Registrant hereby certifies that (i) it has instructed its Bank to pay
the Commission the filing fee set forth above by a wire transfer of such
amount to the Commission's account at Mellon Bank as soon as practicable
(but not later than the close of busines on November 21, 1996), (ii) it will
not revoke such instructions, (iii) it has sufficient funds in the relevant
account to cover the amount of such filing fee, and (iv) it will confirm
receipt of such instructions by the Bank during regular business hours on
November 21, 1996.
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<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Integrated Surgical Systems, Inc. (the "Company") pursuant to Rule
462(b) under the Act. This Registration Statement incorporates by reference the
contents of the Registration Statement on Form SB-2 (File No. 333-9207) of the
Company, which was declared effective on November 20, 1996, including each of
the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
2
<PAGE> 4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENT FOR FILING ON FORM SB-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SACRAMENTO IN THE STATE OF CALIFORNIA ON NOVEMBER 21,
1996.
INTEGRATED SURGICAL SYSTEMS, INC.
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By: RAMESH C. TRIVEDI By: MICHAEL J. TOMCZAK
Ramesh C. Trivedi Michael J. Tomczak
Chief Executive Officer and Chief Financial Officer
President (Principal Financial and
(Principal Executive Officer) Accounting Officer)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, THAT EACH INDIVIDUAL WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RAMESH C. TRIVEDI AND MICHAEL J. TOMCZAK,
ACTING SINGLY, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME AND ALL
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION, GRANTING SAID ATTORNEY-IN-FACT AND AGENT, FULL POWER
AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN ABOUT THE PREMISES, AS FULL TO ALL INTENTS AND PURPOSES
AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFORMING ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT, OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON NOVEMBER 21,
1996, IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<C> <S>
RAMESH C. TRIVEDI Chief Executive Officer, President, and
- --------------------------------------------- Director (Principal Executive Officer)
Ramesh C. Trivedi
MICHAEL J. TOMCZAK Vice President, Chief Financial Officer and
- --------------------------------------------- Secretary (Principal Financial and
Michael J. Tomczak Accounting
Officer)
JAMES C. MCGRODDY Chairman of the Board of Directors
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James C. McGroddy
Director
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Wendy Shelton-Paul
John N. Kapoor Director
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John N. Kapoor
Director
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Paul A.H. Pankow
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3
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the
Registration Statement on Form SB-2 (Registration No. 333-9207) are
incorporated by reference into, and shall be deemed part of, this Registration
Statement, and the following additional exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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5.2 Opinion of Snow Becker Krauss P.C.
23.3 Consent of Ernst & Young LLP
23.4 Consent of Snow Becker Krauss P.C. (included in 5.2 above)
<PAGE> 1
Exhibit 5.2
SNOW BECKER KRAUSS P.C.
ATTORNEYS AT LAW
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
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(212) 687-3860
TELECOPIER
(212) 949-7052
November 21, 1996
Board of Directors
Integrated Surgical Systems, Inc.
829 West Stadium Lane
Sacramento, California 95834
Ladies and Gentlemen:
You have requested our opinion, as counsel for Integrated Surgical
Systems, Inc., a Delaware corporation (the "Company"), in connection with the
filing by the Company with the Securities and Exchange Commission, of a
registration statement on Form SB-2 (the "Registration Statement") under the
Securities Act of 1933 (the "Act") and Rule 462(b) promulgated thereunder,
pursuant to which the Company is registering 28,750 shares (the "Shares") of
common stock, par value $0.01 ("Common Stock"), of the Company and 28,750
redeemable common stock purchase warrants (the "Redeemable Warrants"), each
exercisable to purchase one share of Common Stock (the aggregate of 28,750
shares of Common Stock issuable upon exercise of the Redeemable Warrants being
hereinafter referred to as the "Warrant Shares"), and (ii) warrants (the
"Underwriters' Warrants") to purchase 2,500 shares of Common Stock (the
"Underwriters' Shares") and 2,500 warrants (the "Underwriters' Common Stock
Warrants"), each exercisable to purchase one share of Common Stock (the
aggregate of 2,500 shares of Common Stock issuable upon exercise of the
Underwriters' Common Stock Warrants being hereinafter referred to as the
"Underwriters' Warrant Shares".)
<PAGE> 2
SNOW BECKER KRAUSS P.C.
ATTORNEYS AT LAW
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
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(212) 687-3860
TELECOPIER
(212) 949-7052
Integrated Surgical Systems, Inc.
November 21, 1996
Page 2
We have examined such records and documents (including the
proceedings proposed to be taken by the Company in connection with the
registration, sale and issuance of the securities included in the Registration
Statement) and made such examinations of law as we have deemed relevant in
connection with this opinion. It is our opinion that when there has been
compliance with the Act and the applicable state securities laws and upon
completion of the proceedings being taken or contemplated by us, as counsel to
the Company, prior to the issuance and sale of the securities included in the
Registration Statement:
(1) The Shares, the Redeemable Warrants and Underwriters' Warrants
will be duly authorized and, when issued, delivered and paid
for in the manner described in the form of Underwriting
Agreement incorporated by reference as Exhibit 1.1 to the
Registration Statement, will be legally issued and the
Shares, when so issued, delivered and paid for will also be
fully paid and nonassessable.
(2) The Warrant Shares will be duly authorized, and when issued,
delivered and, paid for upon exercise of the Redeemable
Warrants in the manner described in the form of Warrant
Agreement incorporated by reference as Exhibit 4.2 to the
Registration Statement, will be legally issued, fully paid,
and nonassessable.
(3) The Underwriters' Shares, the Underwriters' Common Stock
Warrants and the Underwriters' Warrant Shares, will be duly
authorized and, when issued, delivered and paid for in the
manner described in the Underwriters' Warrants incorporated
by reference as Exhibit 4.1 to the Registration Statement,
will be legally issued, and the Underwriters' Shares and the
Underwriters' Warrant Shares, when so issued, delivered and
paid for will also be fully paid and nonassessable.
(4) The Redeemable Warrants, the Underwriters' Warrants and the
Underwriters' Common Stock Warrants, will be duly authorized,
and when issued and paid for as set forth in the Prospectus
forming a part of the Registration Statement, will be
legally issued, fully paid and non-assessable, and will
constitute the valid and legally binding obligations of the
Company, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of
general application relating to the availability of remedies
(regardless of whether such enforcement is considered in a
proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In so doing, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder. We further consent to the incorporation by reference in
this Registration Statement filed pursuant to Rule 462(b) promulgated under the
Act of our opinion and consent to the use of such opinion included in the
Company's Registration Statement on Form SB-2 (Registration No. 333-9207) as
Exhibits 5.1 and 23.1 thereto, respectively.
Very truly yours,
SNOW BECKER KRAUSS P.C.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form SB-2) of Integrated Surgical Systems, Inc. for the registration
of 62,500 shares of its common stock and warrants to purchase 36,250 shares of
its common stock of our report dated January 29, 1996, with respect to the
consolidated financial statements of Integrated Surgical Systems, Inc. included
in Amendment No. 3 to the Registration Statement (Form SB-2 No. 333-9207) and
related Prospectus of Integrated Surgical Systems, Inc., filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
November 19, 1996
