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): July
24, 2007
INTEGRATED
SURGICAL SYSTEMS, INC.
(Exact
name of Registrant as specified in its Charter)
|
Delaware
|
|
1-12471
|
|
68-0232575
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
1433
N. Market Blvd., Suite 1, Sacramento, California
|
95834
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (916)
285-9943
|
N/A
|
|
(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:
| 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
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
July
24, 2007, the Registrant filed an amendment (the “Amendment”) to the
Registrant’s Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware. The Amendment effects a 1 for
10
reverse stock split of the issued and outstanding common stock, par value $0.01
per share, of the Registrant, as of 5:00 p.m. Eastern Time on July 26, 2007.
The
Amendment was authorized by the stockholders of the Registrant on June 28,
2007.
The full text of the Amendment is set forth in Exhibit 3.1 of this Form 8-K
and
is incorporated by reference into this Item 5.03 as if fully set forth herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit |
| Number | Description |
| 3.1 |
Certificate
of Amendment of the Amended and Restated Certificate of Incorporation
of Integrated Surgical Systems,
Inc.
|
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 hereunto
duly authorized.
|
Integrated
Surgical Systems, Inc.
(Registrant)
|
||
| |
|
|
| Dated: July 25, 2007 | By: | /s/ Peter B. Mills |
|
Peter B. Mills, Chief Executive Officer |
||
3
CERTIFICATE
OF AMENDMENT
OF
THE
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
INTEGRATED
SURGICAL SYSTEMS, INC.
The
undersigned, Peter B. Mills, being the Chief Executive Officer of Integrated
Surgical Systems, Inc., a Delaware corporation, hereby certifies
that:
1. The
name
of the corporation is Integrated Surgical Systems, Inc. (hereinafter called
the
“Corporation”).
2. The
Amended and Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting Section 4 in its entirety and by substituting the following
new Section 4:
“4.
The
total number of shares of capital stock that the Corporation shall have
authority to issue is 101,000,000, of which 1,000,000 shares shall be preferred
stock, $0.01 par value per share (the "Preferred Stock"), and 100,000,000 shares
shall be common stock, $0.01 par value per share (the "Common
Stock").
Each
ten
(10) shares of Common Stock issued and outstanding as of 5:00 p.m. Eastern
Time
on July 26, 2007 (the “Change Time”), and each issued ten (10) shares of Common
Stock held by the Corporation on and as of the Change Time, shall be, on and
as
of the Change Time, combined into one share of Common Stock.
Each
certificate representing shares of Common Stock that is issued and outstanding,
or issued and held by the Corporation, immediately prior to the Change Time,
shall thereafter for all purposes be deemed to represent one share of Common
Stock for each ten (10) shares of Common Stock represented by such certificate;
and each holder of record of a certificate for ten (10) or more shares of Common
Stock as of the Change Time shall be entitled to receive, as soon as
practicable, and upon surrender of each certificate to the officer or agent
having charge of the stock transfer books of the Corporation, a certificate
or
certificates representing one share of Common Stock for each ten (10) shares
of
Common Stock represented by the certificate of such holder immediately prior
to
the Change Time. No fractional shares of Common Stock or scrip will be issued
in
connection with the foregoing. Holders of Common Stock who would otherwise
be
entitled to a fractional share will receive the next largest whole number of
shares of Common Stock. The shares of Common Stock represented by the
certificates issued pursuant to this paragraph shall be validly issued, fully
paid and nonassesable.
The
Preferred Stock may be issued in one or more series, from time to time, with
each such series to have such designation, powers, preferences, and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in there solution
or
resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation, subject to the limitations prescribed bylaw and
in
accordance with the provisions hereof, the Board of Directors being hereby
expressly vested with authority to adopt any such resolution or resolutions.
The
authority of the Board of Directors with respect to each such series shall
include, but not be limited to, the determination of fixing of the
following:
(a)
The
distinctive designation and number of shares comprising such series, which
number may (except where otherwise provided by the Board of Directors in
creating such series) be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the Board of
Directors;
(b)
The
dividend rate of such series, the conditions and time upon which such dividends
shall be payable, the relation which such dividends shall bear to the dividends
payable on any other class or classes of stock or series thereof, or any other
series of the same class, and whether such dividends shall be cumulative or
non-cumulative;
(1)
The
conditions upon which the shares of such series shall be subject to redemption
by the Corporation and the times, prices and other terms and provisions upon
which the shares of the series may be redeemed;
(2)
Whether or not the shares of the series shall be subject to the operation of
a
retirement or sinking fund to be applied to the purchase or redemption of such
shares and, if such retirement or sinking fund be established, the annual amount
thereof and the terms and provisions relative to the operation
thereof;
(3)
Whether or not the shares of the series shall be convertible into or
exchangeable for shares of any other class or classes, with or without par
value, or of any other series of the same class, and, if provision is made
for
conversion or exchange, the times, prices, rates, adjustments, and other terms
and conditions of such conversion or exchange;
(4)
Whether or not the shares of the series shall have voting rights, in addition
to
the voting rights provided by law, and, if so, the terms of such voting
rights;
(5)
The
rights of the shares of the series in the event of voluntary or involuntary
liquidation, dissolution, or upon the distribution of assets of the Corporation;
and
(6)
Any
other powers, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of such series, as the Board of Directors may deem advisable and as shall not
be
inconsistent with the provisions of this Certificate of
Incorporation.
The
holders of shares of the Preferred Stock of each series shall be entitled to
receive, when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends (if any) at the rates fixed
by
the Board of Directors for such series, and no more, before any cash dividends
shall be declared and paid, or set apart for payment, on the Common Stock with
respect to the same dividend period.
The
holders of shares of the Preferred Stock of each series shall be entitled upon
liquidation or dissolution or upon the distribution of the assets of the
Corporation to such preferences as provided in the resolution or resolutions
creating such series of Preferred Stock, and no more, before any distribution
of
the assets of the Corporation shall be made to the holders of shares of the
Common Stock. Whenever the holders of shares of the Preferred Stock shall have
been paid the full amounts to which they shall be entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in all remaining
assets of the Corporation."
3. The
amendment to the Amended and Restated Certificate of Incorporation (hereinafter
called the “Amendment”) has been duly adopted at a meeting of the Board of
Directors of the Corporation in accordance with the provisions of Section 242
of
the General Corporation Law of the State of Delaware.
4. Thereafter,
pursuant to a resolution of its Board of Directors, an annual meeting of the
stockholders of the Corporation was duly called and held on June 28, 2007,
upon
notice in accordance with Sections 222 and 242 of the Delaware General
Corporation Law, at which meeting the necessary number of shares as required
by
statute was voted in favor of adoption of the Amendment.
5. The
effective date of the Amendment herein certified shall be the filing date
thereof.
IN
WITNESS WHEREOF, I have hereunto set my hands and caused this Certificate of
Amendment to the Amended and Restated Certificate of Incorporation to be
executed on behalf of the Corporation this 24th
day of
July, 2007.
|
/s/
Peter B. Mills
Peter
B. Mills
Chief
Executive Officer
|