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): June
30, 2008
INTEGRATED
SURGICAL SYSTEMS, INC.
(Exact
name of small Business Issuer as specified in its charter)
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Delaware
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1-12471
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68-0232575
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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401
Wilshire Boulevard, Suite 1020
Santa
Monica, California
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90401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (310)
526-5000
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N/A
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(Former
name or former address, if changes since last
report)
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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:
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G
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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G
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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G
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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G
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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Effective
as of June 30, 2008, David H. Adams resigned as Chief Financial Officer of
the
Registrant, and Charles J. Novak resigned as Secretary of the
Registrant.
Effective
as of July 2, 2008, Michael J. Tomczak was appointed as Chief Financial Officer,
and Robert M. Levande was appointed as Secretary, of the Registrant.
Messrs. Tomczak and Levande will continue as Directors of the
Registrant.
Mr.
Levande, 59, was appointed to serve as a Director of the Company in April
2008. Mr. Levande also serves as a Managing Director of MDB Capital Group
LLC (“MDB”). Mr. Levande has been Managing Director at MDB since May 2003.
From April 2002 to April 2003, he was a Managing Director at Gilford Securities,
Inc., an investment firm. Previously, Mr. Levande founded and has served as
President of the Palantir Group, Inc., a private consulting firm specializing
in
providing strategic advice to entrepreneurs in the medical technology industry.
From 1972 to 1998, he held various managerial positions with Pfizer Inc.,
including Vice President-Business Analysis & Development of its Medical
Technology Group and Senior Vice President of a major subsidiary, Howmedica
Inc.
Mr. Levande received his Bachelor of Science degree from the Wharton School
of
Finance and Commerce of the University of Pennsylvania and his Master of
Business Administration degree from Columbia University.
As
previously disclosed, in April 2008, the Registrant sold to certain investors
affiliated with MDB an aggregate of 2,896,394 shares of common stock of the
Registrant at a purchase price per share equal to $0.6042, for an aggregate
purchase price of $1,750,000. Mr. Levande currently serves as a managing
director of MDB. Mr. Levande personally purchased 16,551 shares of common stock
of the Registrant pursuant to such transaction for a purchase price of
$10,000.
Mr.
Tomczak, 53, was appointed to serve as a Director of the Company in September
2006. Mr. Tomczak also currently serves as a partner with Tomczak & Co
CPA LLP.
He
served as Vice President, Chief Financial Officer and Secretary for the
Registrant from 1991 until 1997. Mr. Tomczak served as Retail Technology
International, Inc.'s (RTI) Chief Executive Officer and President from 2002
until its sale to Island Pacific, Inc. in 2004 and was co-owner during that
same
time period. RTI was a developer of point-of-sale software and Island Pacific
is
a developer of retail management software. Mr. Tomczak was also Chairman of
RTI's Board of Directors during that same period and had previously served
as
RTI's Chief Financial Officer from 2001. Upon the sale of RTI to Island Pacific,
he became its President and Chief Operating Officer until 2005. Mr. Tomczak
was
a member of Island Pacific's Board of Directors from 2004 until 2005. Mr.
Tomczak holds a Bachelor of Business Administration degree from Western Michigan
University and is a Certified Public Accountant.
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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.
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Integrated
Surgical Systems, Inc.
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(Registrant)
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Dated:
July 7, 2008
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By:
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/s/
Christopher A. Marlett
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Christopher
A. Marlett,
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Chief
Executive Officer
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