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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMPUTER MOTION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 77-0458805
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
130-B Cremona Drive
Goleta, California 93117
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
None Not applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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See "Description of Capital Stock" and "Shares Eligible for
Future Sale" in the preliminary prospectus of the Registrant, incorporated by
reference from the Registration Statement on Form S-1 of Registrant,
Registration No. 333-29505, filed with the Securities and Exchange Commission on
June 18, 1997.
Item 2. Exhibits
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The following documents included as exhibits, as indicated, to
Registrant's Registration Statement on Form S-1, Registration No. 333-29505,
filed with the Securities and Exchange Commission on June 18, 1997, are
incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit Description Form S-1 Exhibit Number
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<S> <C>
Second Amended and Restated Certificate of Incorporation 3.1
of the Company, as shall be in effect upon the effectiveness
of this Form 8-A.*
Bylaws of the Company, as currently in effect. 3.2
Specimen Certificate of Common Stock.* 3.3
Computer Motion, Inc. Tandem Stock Option Plan ("Tandem Plan"). 10.1
Forms of Stock Option Agreement pertaining to the Tandem Plan. 10.2
Computer Motion, Inc. 1997 Stock Incentive Plan ("Stock Incentive Plan"). 10.3
Form of Stock Option Agreements pertaining to the Stock Incentive Plan. 10.4
Computer Motion, Inc. Employee Stock Purchase Plan. 10.5
Series D Convertible Preferred Stock and Warrant Purchase Agreement dated 10.7
as of August 24, 1994 between Chase Manhattan Capital Corporation and the Company
Registration Agreement between the Company and certain shareholders 10.8
thereof, as amended to date
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<TABLE>
<S> <C>
Stockholders Agreement dated August 24, 1994 between Chase Manhattan 10.9
Capital Corporation, the Company and the Executives designated therein
Secured Convertible Debenture of the Company to Medtronic, Inc. dated 10.11
March 19, 1997
Form of Warrant to Purchase Common Stock issued to the Bridge Financing Agreements 10.13
Form of Redeemable Warrant to Purchase Common Stock of the Company issued in
conjunction with the Company's Series E Preferred Stock 10.15
</TABLE>
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
COMPUTER MOTION, INC.
By: /s/ Stephen L. Wilson
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STEPHEN L. WILSON
Executive Vice President,
Chief Financial Officer and Secretary
Dated: June 18, 1997
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