UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996. Commission file number: 0-28448 GENERAL SURGICAL INNOVATIONS, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 97-3170244 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10460 BUBB ROAD, CUPERTINO, CA 95014 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 863-2500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value 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 that 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 --- --- There were approximately 13,199,353 shares of Registrant's Common Stock issued and outstanding as of December 31, 1996. ------------------------------------- The undersigned Registrant hereby amends the following exhibit to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, as set forth below: At the Commission's request, the Registration is refiling Exhibit 10.21 in accordance with the Commission's granting of an order for confidential treatment of certain portions of Exhibit 10.21. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Exhibit Description ------- ----------- 10.20 (1)(2) OEM Supply Agreement (Expanded Field) dated December 20, 1996, between Ethicon Endo-Surgery, Inc. and the Company ("Expanded EES Agreement"). 10.21(2) Modification and Termination Agreement and Mutual Release dated November 12, 1996, between United States Surgical Corporation and the Company. 10.22(3) Real Estate Lease between Berg & Berg Developers and the Company. 11.1 (3) Statement of Computation of Earnings (Net Loss) Per Share 27.1 (3) Financial Data Schedule (1) This exhibit supercedes Exhibit 10.19. (2) Confidential treatment has been granted with regard to certain portions of this exhibit by the Commission on April 17, 1997. (3) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, filed with the Commission on February 13, 1997. (b) REPORTS ON FORM 8-K The Company filed no reports on Form 8-K during the quarter ended December 31, 1996. 2 SIGNATURES Pursuant to the requirements 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. GENERAL SURGICAL INNOVATIONS, INC. By:/s/ STEPHEN J. BONELLI ------------------------ Stephen J. Bonelli Vice President, Finance and Chief Financial Officer Date: May 28, 1997 3