Integrated Surgical Systems Inc – ‘SB-2MEF’ on 11/21/96

As of:  Thursday, 11/21/96   ·   Effective:  11/21/96   ·   Accession #:  950123-96-6876   ·   File #s:  333-09207, 333-16539

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Registration of Additional Securities   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2MEF     Form Sb-2                                              5     24K 
 2: EX-5.2      Opinion of Snow Becker Krauss P.C.                     2     12K 
 3: EX-23.3     Consent of Ernst & Young LLP                           1      5K 

SB-2MEF   —   Form Sb-2

SB-2MEF
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996 
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2 
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

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

                                                                [Download Table]
                                                                       
      DELAWARE                    3841                   68-0232575    
  (STATE OR OTHER          (PRIMARY STANDARD          (I.R.S. EMPLOYER 
     JURISDICTION              INDUSTRIAL           IDENTIFICATION NO.)
OF INCORPORATION OR       CLASSIFICATION CODE                          
   ORGANIZATION)                NUMBER)                                

829 West Stadium Lane 
Sacramento, California 95834
Telephone: (916) 646-3487 
Telecopier: (916) 646-4075
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) 
------------------------

DR. RAMESH C. TRIVEDI 
CHIEF EXECUTIVE OFFICER AND PRESIDENT 
INTEGRATED SURGICAL SYSTEMS, INC. 
829 West Stadium Lane 
Sacramento, California 95834
Telephone: (916) 646-3487 
Telecopier: (916) 646-4075
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) 
------------------------

COPIES TO:

                                                                [Download Table]
                                                                              
      JACK BECKER, ESQ.                         CHARLES P. GREENMAN, ESQ.     
   SNOW BECKER KRAUSS P.C.                       TIMOTHY I. KAHLER, ESQ.      
       605 Third Avenue                    PARKER CHAPIN FLATTAU & KLIMPL, LLP
New York, New York 10158-0125                  1211 Avenue of the Americas    
  Telephone: (212) 687-3860                      New York, New York 10036     
  Telecopier: (212) 949-7052                    Telephone: (212) 704-6000     
                                                Telecopier: (212) 704-6288    

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

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement. 

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.  [X] 333-9207.          

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]                                                     

   If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [ ]                                       

     If any of the securities on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act please check the 
following box.  [X]                                                             

SB-2MEF
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CALCULATION OF REGISTRATION FEE 
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                                                      PROPOSED       PROPOSED                   
                                                       MAXIMUM        MAXIMUM                   
                                                      OFFERING       AGGREGATE      AMOUNT OF   
      TITLE OF EACH CLASS OF         AMOUNT TO BE       PRICE        OFFERING     REGISTRATION  
    SECURITIES TO BE REGISTERED       REGISTERED   PER SECURITY(1)    PRICE(1)         FEE      
------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.......    28,750(2)        $5.00        $143,750    $43.56         
------------------------------------------------------------------------------------------------
Warrants to purchase shares of                                                                  
  Common Stock.....................    28,750(3)        $0.10         $2,875     $0.87          
------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise                                                             
  of Warrants......................    28,750(4)        $6.00        $172,500    $52.27         
------------------------------------------------------------------------------------------------
Underwriters' Warrants to purchase                                                              
  shares of Common Stock...........      2,500        $0.000033        $0.08     (5)            
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Underwriters' Warrants to purchase                                                              
  Warrants.........................      2,500        $0.000033        $0.08     (5)            
------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise                                                             
  of Underwriters' Warrants........    2,500(4)         $8.25         $20,625    $6.25          
------------------------------------------------------------------------------------------------
Warrants issuable upon exercise of                                                              
  Underwriters' Warrants...........      2,500         $0.165         $412.50    $0.13          
------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise                                                             
  of Warrants underlying                                                                        
  Underwriters' Warrants...........    2,500(4)         $6.00         $15,000    $4.55          
------------------------------------------------------------------------------------------------
       Total Registration Fee......                                              $107.63(6)     

                                                                                 -----------    
                                                                                 -----------    
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(1) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457 promulgated under the Securities Act of 1933.      

(2) Includes 3,750 shares of Common Stock which may be purchased by the         
Underwriters to cover over-allotments, if any.                          

(3) Includes 3,750 Warrants which may be purchased by the Underwriters to cover 
over-allotments, if any.                                                

(4) Pursuant to Rule 416, there are also being registered such indeterminate    
number of additional shares as may become issuable pursuant to the      
    anti-dilution provisions of the Warrants, the Underwriters' Warrants and the
Warrants issuable upon exercise of the Underwriters' Warrants.          

(5) Pursuant to Rule 457(g) promulgated under the Securities Act of 1933, no    
filing fee is required.                                                 

(6) The Registrant hereby certifies that (i) it has instructed its Bank to pay  
the Commission the filing fee set forth above by a wire transfer of such
amount to the Commission's account at Mellon Bank as soon as practicable
    (but not later than the close of busines on November 21, 1996), (ii) it will
   not revoke such instructions, (iii) it has sufficient funds in the relevant
account to cover the amount of such filing fee, and (iv) it will confirm
 receipt of such instructions by the Bank during regular business hours on
November 21, 1996.                                                      

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

This Registration Statement is filed with the Securities and Exchange 
Commission (the "Commission") under the Securities Act of 1933, as amended (the 
"Act") by Integrated Surgical Systems, Inc. (the "Company") pursuant to Rule    
462(b) under the Act. This Registration Statement incorporates by reference the 
contents of the Registration Statement on Form SB-2 (File No. 333-9207) of the  
Company, which was declared effective on November 20, 1996, including each of   
the documents filed by the Company with the Commission and incorporated or      
deemed to be incorporated by reference therein.                                 

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SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE    
REQUIREMENT FOR FILING ON FORM SB-2 AND HAS DULY CAUSED THIS REGISTRATION       
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY         
AUTHORIZED, IN THE CITY OF SACRAMENTO IN THE STATE OF CALIFORNIA ON NOVEMBER 21,
1996.                                                                           

INTEGRATED SURGICAL SYSTEMS, INC.                               

                                                                [Download Table]
                                                                                
        By:  RAMESH C. TRIVEDI                     By:  MICHAEL J. TOMCZAK      
             Ramesh C. Trivedi                          Michael J. Tomczak      
             Chief Executive Officer and                Chief Financial Officer 
President                                               (Principal Financial and
             (Principal Executive Officer)              Accounting Officer)     

KNOW ALL MEN BY THESE PRESENTS, THAT EACH INDIVIDUAL WHOSE SIGNATURE  
APPEARS BELOW CONSTITUTES AND APPOINTS RAMESH C. TRIVEDI AND MICHAEL J. TOMCZAK,
ACTING SINGLY, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER  
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME AND ALL        
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION, GRANTING SAID ATTORNEY-IN-FACT AND AGENT, FULL POWER   
AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND      
NECESSARY TO BE DONE IN ABOUT THE PREMISES, AS FULL TO ALL INTENTS AND PURPOSES 
AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFORMING ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT, OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.                                              

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS      
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON NOVEMBER 21, 
1996, IN THE CAPACITIES INDICATED.                                              

                                                        [Enlarge/Download Table]

                  SIGNATURE                                       TITLE                    
---------------------------------------------  --------------------------------------------
                                                                                           
              RAMESH C. TRIVEDI                Chief Executive Officer, President, and     
---------------------------------------------  Director (Principal Executive Officer)      
              Ramesh C. Trivedi                                                            
             MICHAEL J. TOMCZAK                Vice President, Chief Financial Officer and 
---------------------------------------------  Secretary (Principal Financial and          
             Michael J. Tomczak                Accounting                                  
                                               Officer)                                    
              JAMES C. MCGRODDY                Chairman of the Board of Directors          
---------------------------------------------                                              
              James C. McGroddy                                                            
                                               Director                                    
---------------------------------------------                                              
             Wendy Shelton-Paul                                                            
               John N. Kapoor                  Director                                    
---------------------------------------------                                              
               John N. Kapoor                                                              
                                               Director                                    
---------------------------------------------                                              
              Paul A.H. Pankow                                                             

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EXHIBIT INDEX   

All exhibits filed with or incorporated by reference in the     
Registration Statement on Form SB-2 (Registration No. 333-9207) are             
incorporated by reference into, and shall be deemed part of, this Registration  
Statement, and the following additional exhibits are filed herewith:            

EXHIBIT                                                                         
NUMBER                             DESCRIPTION                                  
-------     ----------------------------------------------------------          

5.2        Opinion of Snow Becker Krauss P.C.                                 
23.3        Consent of Ernst & Young LLP                                        
23.4        Consent of Snow Becker Krauss P.C. (included in 5.2 above)          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		11/21/96		1		4			None on these Dates
		11/20/96		3
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