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Integrated Surgical Systems Inc – ‘10KSB/A’ for 12/31/99

On: Friday, 4/28/00, at 2:10pm ET · For: 12/31/99 · Accession #: 950123-0-4135 · File #: 1-12471

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/28/00  Integrated Surgical Systems Inc   10KSB/A    12/31/99    1:18K                                    RR Donnelley/FA

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Ingegrated Surgical Systems Inc                       10     41K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Transactions DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
3	Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
4	Item 10. Executive Compensation
6	Item 11. Security Ownership of Certain Beneficial Owners and Management
8	Item 12. Certain Transactions

10KSB/A 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
U.S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 10-KSB/A 
(Amendment No. 1) 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF   
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT  
OF 1934 
FOR THE TRANSITION PERIOD FROM        TO

COMMISSION FILE NUMBER 1-12471  

INTEGRATED SURGICAL SYSTEMS, INC. 
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

 DELAWARE                                   68-0232575
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER       
INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)    

1850 RESEARCH PARK DRIVE, DAVIS, CA                    95616-4884           
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)             

(530) 792-2600
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                              NAME OF EACH EXCHANGE ON WHICH
     TITLE OF EACH CLASS                      EACH CLASS IS REGISTERED
    ------------------------------             ---------------------------------
     COMMON STOCK, $.01 PAR VALUE              THE PACIFIC EXCHANGE INCORPORATED
    COMMON STOCK PURCHASE WARRANTS             THE PACIFIC EXCHANGE INCORPORATED

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: 

NOT APPLICABLE
(TITLE OF CLASS)

 Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such  
shorter period that the registrant was required to file such reports), and (2)  
has been subject to such filing requirements for the past 90 days. Yes [X]      
No [ ]                                                                          

  Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be         
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form       
10-KSB or any amendment to this Form 10-KSB. [ ]                                

Revenues for the issuer's most recent fiscal year were $6,240,842.    

    The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the closing price of the common      
stock on March 24, 2000 was $63,330,180.                                        

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS

  Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution  
of securities under a plan confirmed by a court. Yes [ ] No [ ]                 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

 As of March 24, 2000, the issuer had 16,888,048 shares of common stock,
$.01 par value, outstanding.                                                    

Transitional Small Business Disclosure Format: Yes [ ] No [X]         

DOCUMENTS INCORPORATED BY REFERENCE 

None

10KSB/A 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
Explanatory Note

   This Amendment No. 1 to the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999 has been filed to include the           
information required by Part III.                                               

10KSB/A 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
PART III

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS: COMPLIANCE WITH   
SECTION 16(a) OF THE EXCHANGE ACT.                        

The following is a list of the Directors and Executive Officers of the Company: 

                                                        [Enlarge/Download Table]

                                                                                                                     Director
      Name         Age                     Principal Occupation and Related Information                               Since  
                                                                                                                             
Ramesh C. Trivedi   60  Chief Executive Officer of the Company since November 1995; consultant to the Company from   November
                        February 1995 until November 1995; Principal of California Biomedical Consultants (an          1995  
                        international consulting firm) since 1987; President and Chief Executive Officer of DigiRad          
                        Corporation (a medical imaging company) from 1985 to 1986.                                           

Falah Al-Kadi       50  Chairman of the Board of Directors since January 2000. Vice Chairman of the Dogmoch Group    December
                        of Companies since 1994.                                                                       1999  

John N. Kapoor      56  President of EJ Financial Enterprises, Inc. (a healthcare consulting and investment          December
                        company); Chairman of Option Care, Inc. (a franchiser of home infusion therapy businesses)     1995  
                        since October 1990; Chairman of Unimed Pharmaceuticals, Inc. (a specialty pharmaceutical             
                        company) since 1990; Chief Executive Officer and Chairman of Akorn, Inc. (a manufacturer             
                        and distributor of ophthalmic products) since May 1996; Chairman of NeoPharm, Inc. (cancer           
                        drug research and development company).                                                              

Bernd Herrmann      32  Private investor since 1997; Asset Manager, Commerzbank AG, Frankfurt/Main, Germany from     December
                        1995 to 1997 and Deutsche Bank AG, Mannheim Kaiserslautern, Germany from 1986 to 1995.         1999  

Urs Wettstein       44  Private investor; independent tax and accounting consultant in Zurich, Switzerland since     December
                        1983; Financial and Tax consultant, Coopers and Lybrand, Zurich, Switzerland from 1977 to      1999  
                        1982.                                                                                                

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

   Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers, Directors and persons who own more than ten percent of a    
registered class of the Company's equity securities within specified time       
periods to file certain reports of ownership and changes in ownership with the  
Securities and Exchange Commission (the "Commission"). Officers, Directors and  
ten-percent stockholders are required by regulation to furnish the Company with 
copies of all Section 16(a) forms they file. Messrs. Al-Kadi, Herrmann and      
Wettstein have not filed Form 3's reporting their ownership of shares and       
warrants. Based solely on a review of copies of such reports received by the    
Company and written representations from such persons concerning the necessity  
to file such reports, the Company is not aware of any other failures to file    
reports or report transactions in a timely manner during the fiscal year ended  
December 31, 1999.                                                              

10KSB/A 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 10.  EXECUTIVE COMPENSATION                                                

The following table sets forth the compensation awarded to, earned by or paid to
the Company's Chief Executive Officer and each other executive officer of the   
Company whose salary and bonus exceeded $100,000 for the year ended December 31,
1999 , 1998 and 1997.                                                           

Summary Compensation Table                                                      

                                                        [Enlarge/Download Table]

                                                                                      LONG-TERM   
                                                 ANNUAL COMPENSATION                COMPENSATION  
                                        -----------------------------------------  -------------  
                                                                      OTHER          SECURITIES   
                                                                      ANNUAL         UNDERLYING   
NAME AND PRINCIPAL POSITION               YEAR        SALARY      COMPENSATION(1)      OPTIONS    
--------------------------------------  ---------   ---------     ---------------   ------------  
                                                                                                  
Ramesh C. Trivedi                       1999        $ 279,840        $   75,725              6,210
Chief Executive Officer and President   1998        $ 279,840        $   42,501            120,000
                                        1997        $ 264,000        $   50,400             20,000

Mark W. Winn                            1999        $ 126,500        $       --                 --
Chief Financial Officer                 1998        $ 118,833        $       --                 --
                                        1997 (2)    $  38,333        $       --             45,000

--------------------------                                                      
(1)      Represents cash incentive bonus                                        

(2)      Mr. Winn's employment commenced with the Company on September 2, 1997  
and ended on December 31, 1999.                               

EMPLOYMENT AGREEMENT                                                            

        Dr. Ramesh Trivedi serves as the Company's Chief Executive Officer and
President pursuant to an employment agreement terminable at will by either      
party. Dr. Trivedi's annual salary is $279,840 ($23,320 per month). Upon        
termination by the Company, other than for cause (as defined in the employment  
agreement), Dr. Trivedi is entitled to receive his monthly salary for a period  
of eighteen months following the date of termination.                           

10KSB/A 5th Page of 10 TOC 1st Previous Next ↓Bottom Just 5th
STOCK OPTIONS                                                                   

        The following table contains information concerning the grant of stock
options under the Company's 1998 Stock Option Plan to Dr. Trivedi and Mr. Winn  
(collectively, the "Named Executive Officers") during the fiscal year ended     
December 31, 1999.                                                              

 OPTION GRANTS IN LAST FISCAL YEAR
 (INDIVIDUAL GRANTS)

                                                                [Download Table]

                                       PERCENT OF                              
                       NUMBER OF          TOTAL                                
                         SHARES          OPTIONS                               
                       UNDERLYING      GRANTED TO       EXERCISE               
                        OPTIONS       EMPLOYEES IN      PRICE PER    EXPIRATION
     NAME              GRANTED(1)      FISCAL YEAR      SHARE(2)        DATE   
     ----              ----------     ------------      --------     ----------
                                                                               
Ramesh C. Trivedi        6,210            3.7%             .10         8/16/09 
Mark W. Winn               -               -                -                  

----------                                                                      
(1) Stock options are granted at the discretion of the Compensation Committee of
the Company's Board of Directors. Stock options have a 10-year term and vest    
periodically over a period not to exceed five years.                            

(2) The Compensation Committee of the Company's Board of Directors may elect to 
reduce the exercise price of any option to the current fair market value of the 
Common Stock if the value of the Common Stock has declined from the date of     
grant.                                                                          

10KSB/A 6th Page of 10 TOC 1st Previous Next ↓Bottom Just 6th
The following table summarizes for each of the Named Executive Officers the     
total number of unexercised options, if any, held at December 31, 1999, and the 
aggregate dollar value of in-the-money, unexercised options, held at December   
31, 1999. The value of the unexercised, in-the-money options at December 31,    
1999, is the difference between their exercise or base price and the value of   
the underlying Common Stock on December 31, 1999. The closing sale price of the 
Common Stock on the Nasdaq SmallCap Market on December 31, 1999 was $1.6562 per 
share.                                                                          

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY END OPTION VALUES

                                                        [Enlarge/Download Table]

                      SHARES ACQUIRED                                                                      
                       UPON EXERCISE           NUMBER OF SECURITIES             VALUE OF UNEXERCISED       
                        OF OPTIONS                  UNDERLYING                      IN-THE-MONEY           
                       DURING FISCAL            UNEXERCISED OPTIONS                  OPTIONS AT            
                           1999                AT DECEMBER 31, 1999              DECEMBER 31, 1999         
                   ----------------------  ------------------------------  --------------------------------
                                  VALUE                                                                    
NAME               NUMBER        REALIZED  EXERCISABLE      UNEXERCISABLE  EXERCISABLE        UNEXERCISABLE
----               ------        --------  -----------      -------------  -----------        -------------
                                                                                                           
Ramesh C. Trivedi   None          None       374,852           68,265       $512,431(1)               0    
Mark W. Winn        None          None        15,000           30,000              0                  0    

----------                                                                      

(1)      Represents value of options to purchase 316,907 shares at an exercise  
     price of $0.07 per share and options to purchase 6,210 shares at an
exercise price of $0.10 per share.                            

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.      

   The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock at March 21, 2000 by (i) each
stockholder known by the Company to be a beneficial owner of more than five     
percent of the outstanding Common Stock, (ii) each director of the Company,     
(iii) each executive officer of the Company listed in the Summary Compensation  
Table and (iv) all directors and officers as a group.                           

                                                                [Download Table]

                                              AMOUNT AND                         
                                               NATURE OF        PERCENTAGE OF    
                                              BENEFICIAL         COMMON STOCK    
                          NAME               OWNERSHIP(1)   BENEFICIALLY OWNED(2)
                          ----               ------------   ---------------------
                                                                                 
International Business Machines Corporation                                      
Old Orchard Road, Armonk, N.Y. 10504         2,274,066 (3)          11.87%       

EJ Financial Investments V, L.P.                                                 
225 East Deer Path Road, Suite 250                                               
Lake Forest, IL 60045                        1,039,792               6.16%       

 ILTAG International Licensing Holding       7,311,198 (4)          32.15%       

1 

10KSB/A 7th Page of 10 TOC 1st Previous Next ↓Bottom Just 7th

                                                                [Download Table]
                                                                          
S.A.L., a subsidiary of The Dogmoch Group of                              
Companies,                                                                
Adnan Al Hakim Street                                                     
Assaf Bldg.                                                               
P.O. Box  135660                                                          
Beirut, Lebanon                                                           

Ramesh C. Trivedi(5)                                  378,852 (6)    2.19%

John N. Kapoor(7)                                   1,039,792 (8)    6.16%

Falah Al-Kadi (9)                                   7,311,198 (10)  32.15%

Urs Wettstein (11)                                  3,655,599(12)   18.45%

Bernd Herrmann (13)                                 3,655,599 (12)  18.45%

All directors and officers as a group (5 persons)  16,041,040       55.38%

----------------------                                                          

(1)      Unless otherwise indicated, each person has sole investment and voting 
  power with respect to the shares indicated, subject to community
property laws, where applicable.                              

(2)      For purposes of computing the percentage of outstanding shares held by 
    each person or group of persons named above on March 21, 2000, any
         security which such person or group of persons has the right to acquire
    within 60 days after such date is deemed to be outstanding for the
  purpose of computing the percentage ownership for such person or
 persons, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.       

(3)      Includes warrants to purchase 2,206,479 shares of Common Stock at an   
        exercise price of $0.01 per share exercisable until December 31, 2005,
         warrants to purchase 67,587 shares of Common Stock at an exercise price
       of $0.07 per share exercisable until December 31, 2000 which warrants
are presently exercisable.                                    

(4)      Includes warrants to purchase 5,850,000 shares of common stock at an   
exercise price of $1.027 per share until December 14, 2002    

(5)      Address is c/o the Company, 1850 Research Park, Davis, California      
95616-4884                                                    

(6)      Includes 378,852 shares that Dr. Trivedi may acquire upon exercise of  
  stock options exercisable within 60 days -- 316,907 shares at an
       exercise price of $0.07 per share, 51,735 shares at an exercise price
       of $3.00 per share and 6,210 shares at an exercise price of $0.10 per
       share. Dr. Trivedi may acquire additional 68,625 shares upon exercise
         of stock options that become exercisable over the remaining term of the
options at an exercise price of $3.00 per share.              

2 

10KSB/A 8th Page of 10 TOC 1st Previous Next ↓Bottom Just 8th
(7)      Address is c/o EJ Financial Enterprises, 225 E. Deer Path Road, Suite  
250, Lake Forest, Illinois 60045.                             

(8)      Represents shares of Common Stock owned by EJ Financial Investments V, 
         L.P., a limited partnership of which Mr. Kapoor is the managing general
    partner. Mr. Kapoor disclaims beneficial ownership of such shares.

(9)      Address is Adnan Al Hakim St., Assaf Bldg., P.O. Box 135660, Beirut,   
Lebanon                                                       

(10)     Represents shares and warrants owned by ILTAG, a subsidiary of The     
Dogmoch Group of Companies, of which he is Vice-Chairman.     

(11)     Address is Gartenstrasse 33, 8002 Zurich, Switzerland                  

(12)     Includes 2,925,000 warrants to purchase shares of common stock at      
$1.027 per share exercisable until December 14, 2002.         

(13)     Address is 37 Avenue des Papalins, MC-8000, Monaco                     

ITEM 12.  CERTAIN TRANSACTIONS                                                  

       The Company has entered into a distribution agreement, dated November
11,1999 with Spark 1st Vision GmbH & Co. KG, a German company, that gives the   
distributor the exclusive right to distribute the Company's products in Europe, 
the Middle East and Africa through 2003. The distributor is obligated to        
purchase a minimum of 24 ROBODOC systems and 4 NeuroMate systems during 2000    
and 32 ROBODOC systems and 6 NeuroMate systems during 2001. The distributor is  
required to pay the Company advance payments of $200,000 per month for the first
six months of 2000, $300,000 per month for the remainder of 2000, and $400,000  
per month for 2001, offset by the purchase price of products purchased. However,
the distributor has no minimum purchase or advance payment obligation after     
2001, even through it will retain exclusive rights to distribute the Company's  
products in Europe, the Middle East and Africa through 2003. The distributor's  
only obligation to the Company after 2001 is to pay for products that it        
purchases. The distributor's liability to the Company under the distribution    
agreement is limited to $1 million, exclusive of the minimum purchase           
obligation. The Company will continue to receive service contract revenues and  
bear the cost of maintenance, training and customer support. The distribution   
agreement will eliminate marketing; sales and administrative expenses associated
with the Company's European activities and provide the Company with a more      
predictable source of revenues based upon the minimum purchase commitments of   
the                                                                             

3 

10KSB/A 9th Page of 10 TOC 1st Previous Next ↓Bottom Just 9th
distributor. The distributor is controlled by Manfred Schmitt, a German venture 
capitalist. As of November 11, 1999, Mr. Schmitt beneficially owned slightly    
more than five percent of the then outstanding shares of Common Stock. The      
Company believes that the terms of the distribution agreement are as fair to    
the Company as those that could have been obtained from an unaffiliated party.  

         As of April 24, 2000 the Company had received the minimum payment under
the agreement for the month of January.                                         

4 

10KSB/A Last Page of 10 TOC 1st Previous Next ↓Bottom Just 10th
SIGNATURES

  In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this amendment to the report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

INTEGRATED SURGICAL SYSTEMS, INC.                                               

By: /s/ Ramesh C. Trivedi                    By: /s/ Louis J. Kirchner          
----------------------------         -------------------------------------------
Ramesh C. Trivedi, President         Louis J. Kirchner, Chief Financial Officer 
(Principal Executive Officer)       (Principal Financial and Accounting Officer)

Dated: April 27, 2000                                                           

   In accordance with the Securities Exchange Act of 1934, this amendment to
the report has been signed below by the following persons on behalf of the      
Registrant on April 27, 2000 in the capacities indicated.                       

SIGNATURE                                    TITLE          
---------                                    -----          

/S/ Ramesh C. Trivedi                   Chief Executive Officer, President and a
-------------------------------         Director (Principal Executive Officer)  
Ramesh C. Trivedi                                                               

/s/ Louis J. Kirchner                   Chief Financial Officer (Principal      
-------------------------------         Financial and Accounting Officer)       
Louis J. Kirchner                                                               

/s/ Falah Al-Kadi                       Chairman of the Board                   
-------------------------------                                                 
Falah Al-Kadi                                                                   

/s/ John N. Kapoor                                                              
-------------------------------         Director                                
John N. Kapoor                                                                  

-------------------------------         Director                                
Bernd Herrmann                                                                  

/s/ Urs Wettstein                                                               
-------------------------------         Director                                
Urs Wettstein                                                                   

16

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB/A’ Filing	Date	First	Last	Other Filings

	12/31/05	7		10KSB
	12/14/02	7	8
	12/31/00	7		10KSB, NT 10-K
Filed on:	4/28/00
	4/27/00	10
	4/24/00	9
	3/24/00	1
	3/21/00	6	7
For Period End:	12/31/99	1	6	10KSB
	11/11/99	9
	9/2/97	4
				List all Filings

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Filing Submission 0000950123-00-004135 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Integrated Surgical Systems Inc – ‘10KSB/A’ for 12/31/99

On: Friday, 4/28/00, at 2:10pm ET · For: 12/31/99 · Accession #: 950123-0-4135 · File #: 1-12471

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Amendment to Annual Report — Small Business — Form 10-KSBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents