UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 9, 2005
Integrated Surgical Systems, Inc.
---------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-12471 68-0232575
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Iden tification No.)
1850 Research Park Drive
Davis, California 95616-4884
----------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 792-2600
Not Applicable
--------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: G Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) G Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) G Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) G
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 8. Other Events.
On February 9, 2005, we, Integrated Surgical Systems, Inc., reached an agreement
with the holder of our 6-3/4% Convertible Debenture which we issued on June 9,
2004. This agreement provides that (a) the "conversion price" set forth in
section 3.1(a) of the debenture be amended to be the lesser of: (i) $0.025 or
(ii) 75% of the average of the five lowest volume weighted average prices during
the twenty days prior to the holder's election to convert the amount outstanding
under the debenture; and (b) the date by which we are required to cause a
registration statement to be declared effective by the Securities and Exchange
Commission, with respect to the shares issuable upon conversion of the debenture
and exercise of the warrants issued together with the debenture, be extended to
April 30, 2005.
The conversion price originally was set at the lesser of: (i) $0.025 or (ii) 80%
of the average of the five lowest volume weighted average prices during the
twenty days prior to the holder's election to convert the amount outstanding
under the debenture. Further, the original terms of the debenture and warrants
required that the registration statement for the underlying shares be declared
effective by the SEC by November 6, 2004.
The debenture was attached as exhibit 10.1 to our Quarterly Report on Form
10-QSB for the quarter ended June 30, 2004, filed with the SEC on November 24,
2004. The warrant certificate evidencing the warrants was attached as exhibit
10.2 to such Form 10-QSB.
Item 9.01. Financial Statements and Exhibits.
Set forth below are all exhibits applicable to this Current Report on Form 8-K.
Exhibit
Number Description
- ------ -----------
10.1 Addendum to Convertible Debenture and Warrant to Purchase Common Stock,
dated February 9, 2005, between Integrated Surgical Systems, Inc.
and Golden Gate Investors, Inc.
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 hereunto duly authorized.
Integrated Surgical Systems, Inc.
Dated: February 15, 2005 By: /s/ RAMISH TRIVEDI
----------------------------------------
Ramesh Trivedi, Chief Executive Officer