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): April 23, 2007
INTEGRATED SURGICAL SYSTEMS, INC.
(Exact name of small Business Issuer as specified in its charter)
Delaware 1-12471 68-0232575
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1433 N. Freeway Blvd., Suite 1, Sacramento, California 95834
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 285-9943
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N/A
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(Former name or former address, if changes 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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2007, the Registrant entered into amendments to each of the Asset
Purchase Agreement ("Amended APA") and Loan Agreement and Secured Promissory
Note ("Amended Loan Agreement") with Novatrix Biomedical, Inc. ("Novatrix"). The
Amended APA provides that the purchase price for the sale of substantially all
of the assets of the Registrant to Novatrix will be paid at the closing and the
amount of consideration will vary depending upon when stockholder approval of
the transaction is obtained. In the event that stockholder approval is obtained
on or before June 30, 2007, the consideration will be $4 million; after June 30
but on or before July 31, 2007, $3.5 million; after July 31 but on or before
August 31, 2007, $3.25 million; and after August 31 but on or before September
30, 2007, $3 million. The original asset purchase agreement had provided that
the Registrant would receive $2 million of the consideration at closing, and the
remaining $2 million upon the earlier to occur of March 1, 2008 or the date on
which the Registrant receives 510(k) clearance from the U.S. Food & Drug
Administration for its ROBODOC Surgical Assist System. Further, the Amended APA
modifies the date after which Novatrix can terminate the Asset Purchase
Agreement from June 30, 2007 to September 30, 2007.
The Amended Loan Agreement extends, from June 30, 2007 to September 30, 2007,
the deadline for the Registrant to obtain stockholder approval for the asset
transaction in order to avoid being obligated to grant an exclusive license to
Novatrix in the Asian markets for the Registrant's ROBODOC and ORTHODOC systems.
It also reduces the time, from six months to three months, that the Registrant
has to repay outstanding loans due to Novatrix in the event that stockholder
approval is not obtained. Further, the Amended Loan Agreement reduces the
obligation of Novatrix to loan additional funds to the Registrant from $2.3
million to $350,000 per month commencing July 1, 2007 and the first day of each
successive month thereafter until the earlier of (i) September 1, 2007 or (ii)
such time as stockholder approval has been obtained.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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10.1 Amendment to Loan Agreement and Secured Promissory Note, dated
April 23, 2007.
10.2 Amendment to Asset Purchase Agreement, dated April 23, 2007.
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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.
(Registrant)
Dated: April 23, 2007 By: /s/ Ramesh Trivedi
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Ramesh Trivedi,
Chief Executive Officer
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