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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 1997
INTEGRATED SURGICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12471 68-0232575
(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
829 West Stadium Lane, Sacramento, CA 95834
(Address of Principal Executive Offices)(Zip Code)
916-646-3487
Registrant's telephone number, including area code
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Item 2. Acquisition or Disposition of Assets.
On September 5, 1997, Integrated Surgical Systems, Inc., a Delaware
corporation (the "Registrant"), completed the acquisition of all of the
outstanding capital stock of Innovative Medical Machines International, S.A., a
French corporation ("IMMI"), pursuant to a Stock Purchase Agreement, dated
September 5, 1997 (the "Purchase Agreement"), by and among the Registrant and 16
holders of the outstanding capital stock of IMMI (the "Sellers"). The Registrant
exchanged 619,355 shares of its Common Stock, $.01 per share (the "Purchase
Price Shares"), for all of the issued and outstanding capital stock of IMMI, and
upon consummation of the transaction, IMMI became a wholly owned subsidiary of
the Registrant. At the closing, the Registrant entered into a Registration
Rights Agreement with the Sellers, pursuant to which the Registrant granted the
Sellers certain demand and piggyback registration rights with respect to the
Purchase Price Shares.
IMMI's business primarily consists of manufacturing and marketing image
guided robotic devices for surgical applications. IMMI's principal product is a
computer controlled surgical robot dedicated to stereostatic neurosurgery.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable for the Registrant to file the financial
information of the business acquired hereunder at this time, and such
information will be filed by amendment to this Form 8-K within sixty days from
the due date of this Form 8-K.
(b) Pro-forma financial information.
It is impracticable for the Registrant to file the pro-forma financial
information required hereunder at this time, and such information will be filed
by amendment to this Form 8-K within sixty days from the due date of this Form
8-K.
(c) Exhibits.
2.1 Stock Purchase Agreement dated September 5, 1997 by
and among the Registrant and the holders of the
outstanding capital stock of Innovative Medical
Machines International, S.A.
4.1 Registration Rights Agreement dated September 5, 1997
by and among the Registrant and the holders of the
outstanding capital stock of Innovative Medical
Machines International, S.A.
99.1 Press Release dated September 8, 1997
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 5, 1997, the Registrant issued 590,638 shares of its
Common Stock, $.01 par value, to 15 holders of equity securities of Innovative
Mechanical Machines International, S.A., a French corporation, in reliance upon
Regulation S under the Securities Act. The transaction is described under Item 2
above.
SIGNATURE
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.
INTEGRATED SURGICAL SYSTEMS, INC.
(Registrant)
Date: September 19, 1997 By: /s/ Ramesh Trivedi
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Ramesh Trivedi
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Stock Purchase Agreement dated September 5, 1997 by and among
the Registrant and the holders of the outstanding capital
stock of Innovative Medical Machines International, S.A.
4.1 Registration Rights Agreement dated September 5, 1997 by and
among the Registrant and the holders of the outstanding
capital stock of Innovative Medical Machines International,
S.A.
99.1 Press Release dated September 8, 1997
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