UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
INTEGRATED
SURGICAL SYSTEMS, INC.
|
(Name of
Issuer)
|
Common
Stock, par value $0.01 per share
|
|
45812Y108
|
(CUSIP
Number)
Christopher
A. Marlett
401
Wilshire Blvd, Suite #1020
Santa
Monica, CA 90401
(310)
526-5005
With a
copy to:
David R.
Fishkin, Esq.
Snow
Becker Krauss P.C.
605 Third
Avenue
25th
Floor
New York,
New York 10158
|
(212)
687-3860
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
February
12, 2009
|
(Date of
Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box .
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the
Notes).
|
|
CUSIP
NO: 45812Y108
|
13D/A
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Page
1 of 4 Pages
|
|
1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Christopher
A. Marlett
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
|
3.
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SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
PF
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER
OF
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7.
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SOLE
VOTING POWER
|
|
SHARES
|
1,855,082
shares
|
|
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BENEFICIALLY
|
8.
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SHARED
VOTING POWER
|
|
OWNED
BY
|
0
|
|
|
EACH
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9.
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SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
1,855,082
shares
|
|
|
PERSON
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
WITH
|
0
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,082 shares
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
|
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14.
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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CUSIP
NO: 45812Y108
|
13D/A
|
Page
2 of 4 Pages
|
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Christopher
A. Marlett Living Trust
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
|
7.
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SOLE
VOTING POWER
|
|
SHARES
|
827,541
shares
|
|
|
BENEFICIALLY
|
8.
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
0
|
|
|
EACH
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
827,541
shares
|
|
|
PERSON
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
WITH
|
0
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
827,541 shares
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1
%
|
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
OO (Trust)
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CUSIP
NO: 45812Y108
|
13D/A
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Page
3 of 4 Pages
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Pursuant
to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned
hereby amends their Schedule 13D Statement, dated June 17, 2008 (the “Schedule
13D”), relating to the common stock, par
value $0.01 per share (the "Common Stock"), of Integrated Surgical Systems,
Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1
(“Amendment No. 1”) is being filed on behalf of Christopher A. Marlett, a
natural person and citizen of the United States (the “Reporting
Person”). The sole purpose of filing this Amendment No. 1 is to
report that the Reporting Person has acquired beneficial ownership over 200,000
shares of Common Stock. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Schedule
13D.
Item 3.
Source and Amount of Funds or Other
Consideration.
Item
3 is hereby amended and restated in its entirety as follows:
“On
February 12, 2009, Marlett beneficially acquired 200,000 shares of Common Stock
at $0.30 per share though his IRA, the Christopher A. Marlett IRA (“IRA”) and as
a result of the transaction, now beneficially owns 1,855,082
shares. Of that amount, the Christopher A. Marlett Living Trust (the
“Trust”) owns 827,541 shares of Common Stock and Marlett beneficially owns the
remaining 1,027,541 shares through his IRA. Funds used in the
above transaction were personal funds.”
Item 4.
Purpose of
Transaction.
The first paragraph of Item 4 is hereby
amended and restated in its entirety as follows:
“Marlett acquired the shares of the
Common Stock (described in Item 3 above) for investment purposes
only.”
Item
5.
Interest
in Securities of the Issuer.
Item
5(a)-(b) is hereby amended and restated in its entirety as follows:
|
CUSIP
NO: 45812Y108
|
13D/A
|
Page
4 of 4 Pages
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“(a) The
following table sets forth the aggregate number and percentage of the
outstanding shares of the Issuer's Common Stock beneficially owned by the
reporting persons herein:
|
Reporting
Person
|
Shares
Beneficially Owned
|
Percentage
|
|
Christopher
A. Marlett
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1,855,082(1)
|
24.8%(2)
|
|
Christopher
A. Marlett Living Trust
|
827,541
|
11.1%(2)
|
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(1)
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Consists
of 827,541 shares of Common Stock held by the Christopher A. Marlett
Living Trust and 1,027,541 shares of Common Stock held by the
IRA.
|
|
(2)
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Percentage
calculation based on total number of outstanding shares of the
Issuer's common stock as of November 7, 2008 which was reported as
7,474,894 on the Issuer’s most recent Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2008. Shares of common
stock that are issuable upon exercise of outstanding warrants or options,
to the extent exercisable within 60 days, have been treated as outstanding
for purposes of calculating percentage
ownership.
|
(b) For
the reporting persons under paragraph (a), the following table sets forth the
number of shares of the Issuer's common stock as to which there is sole power to
vote or direct the vote, shared power to vote or direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to direct
disposition:
|
Reporting
Person
|
Sole
Power to Vote
|
Shared
Power to Vote
|
Sole
Power of Disposition
|
Shared
Power of Disposition
|
|
Christopher
A. Marlett
|
1,855,082(1)
|
0
|
1,855,082(1)
|
0
|
|
Christopher
A. Marlett Living Trust
|
827,541
|
0
|
827,541
|
0
|
(1) Consists
of 827,541 shares of Common Stock held by the Christopher A. Marlett Living
Trust and 1,027,541 shares of Common Stock held by the IRA.”
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 19, 2009
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/S/ Christopher A.
Marlett
|
|
|
Christopher
A. Marlett
|
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