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.
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(Exact name of registrant as specified in charter)
Delaware 1-12471 68-0232575
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Iden tification No.)
1850 Research Park Drive
Davis, California 95616-4884
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 792-2600
Not Applicable
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(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
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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
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Ramesh Trivedi, Chief Executive Officer
Exhibit 10.1
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the 9th day of February 2005 by and between
Integrated Surgical Systems, Inc., a Delaware corporation ("Integrated"), and
Golden Gate Investors, Inc., a California corporation ("GGI").
WHEREAS, GGI and Integrated are parties to that certain 6 3/4% Convertible
Debenture dated as of June 9, 2004 ("Debenture"); and
WHEREAS, GGI and Integrated are parties to that certain Warrant to Purchase
Common Stock dated June 9, 2004 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Integrated and GGI agree as
follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the debenture.
2. The Deadline is hereby changed to be April 30, 2005.
3. The Conversion Price set forth in section 3.1(a) of the Debenture is
hereby changed to be the lesser of: (i) $0.25, or (ii) seventy-five
percent (75%) of the average of the five lowest Volume Weighted
Average Prices during the 20 Trading Days prior to GGI's election to
convert (a "Discount Multiplier").
4. Except as specifically amended herein, all other terms and conditions
of the Debenture and Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, Integrated and GGI have caused this Addendum to be signed by
its duly authorized officers on the date first set forth above.
Integrated Surgical Systems, Inc. Golden Gate Investors, Inc.
/s/ RAMESH TRIVEDI /s/ TRAVIS HUFF
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Ramesh Trivedi Travis Huff
President/CEO Portfolio Manager