UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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
15, 2008
INTEGRATED
SURGICAL SYSTEMS, INC.
(Exact
name of small Business Issuer as specified in its charter)
|
Delaware
|
|
1-12471
|
|
68-0232575
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
401
Wilshire Boulevard, Suite 1020
Santa
Monica, California
|
90401
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (310)
526-5000
|
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 4.01. |
Changes
in Registrant’s Certifying Accountant.
|
On
July
16, 2008, the Registrant engaged Singer Lewak LLP (“Singer Lewak”) as the
Registrant’s new independent registered public accounting firm for the fiscal
year ending December 31, 2008. During the Registrant’s past two fiscal
years, neither the Registrant nor any significant subsidiary has consulted
with
Singer Lewak regarding any of the matters referenced in Item 304(a)(2) of
Regulation S-K.
On
July
15, 2008, the Registrant dismissed Raich Ende Malter & Co. LLP (“REM”) as
its independent registered public accounting firm. The decision to change
accountants was approved by the Registrant’s board of directors.
No
report
on the financial statements prepared by REM contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles.
During
the time REM served as the Registrant’s principal accountant, there were no
disagreements with REM on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of REM, would have caused
REM to make reference to the subject matter of such disagreements in connection
with its reports on the Registrant during such periods. None of the events
as
specified in Item 304(a)(1)(v) of Regulation S-K occurred during the period
that
REM served as the Registrant’s principal accountant.
Annexed
hereto as an exhibit is REM’s letter addressed to the Securities and Exchange
Commission agreeing with the disclosures contained herein pursuant to Item
304(a)(3) of Regulation S-K.
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
|
| 16.1 |
Letter
dated July 18, 2008 from Raich
Ende Malter & Co. LLP to
the Securities
and Exchange Commission.
|
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 23, 2008 | By: | /s/ Michael J. Tomczak |
|
Michael
J. Tomczak,
|
||
|
Chief
Financial Officer
|
||
3
July
23,
2008
Dennis
C.
Hult
Staff
Accountant
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F.
Street
|
RE:
|
Integrated
Surgical Systems, Inc.
|
Form
8-K dated July 15, 2008
Filed
July 21, 2008
File
No. 1-12471
Dear
Mr.
Hult:
We
have
reviewed your comment letter dated July 22, 2008 to Michael J. Tomczak in
respect of the above-referenced filing. On behalf of Integrated Surgical
Systems, Inc. (the “Company”), we herewith set forth the response of the Company
to the comment contained in your letter. The Company is simultaneously filing
a
Form 8-K/A to reflect the appropriate change.
1. Response:
On
July
16, 2008, the Company engaged Singer Lewak LLP as its new registered accountant.
The referenced Form 8-K erroneously referred to “Singer Lewak Greenbaum &
Goldstein LLP” instead of “Singer Lewak LLP.” Singer Lewak Greenbaum &
Goldstein LLP changed its name to Singer Lewak LLP on July 1, 2008. Singer
Lewak
LLP is fully registered with the Public Company Accounting Oversight Board.
The
Form 8-K/A accurately reflects the proper name.
Dennis
C.
Hult
July
23,
2008
Page
2
of
2
As
requested in your letter, the Company hereby acknowledges the
following:
|
·
|
the
company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
|
|
·
|
staff
comments or changes to disclosure in response to staff comments do
not
foreclose the Commission from taking any action with respect to the
filing; and
|
|
·
|
the
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
|
Very
truly yours,
SNOW
BECKER KRAUSS P.C.
|
||
| |
|
|
| By: | /s/ David R. Fishkin | |
|
David
R. Fishkin
|
||
| cc: |
Michael
J. Tomczak
|
Christopher
Marlett
Robert
M.
Levande
Jack
Becker, Esq.