-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FB58uGQg6LqQRFkdENsXGRWmFl0tes6rXAXa4CWOjAbZ/9f3nlINprChIF3yNux+ uDn5GK5JmE+dkQ106uXxVw== /in/edgar/work/0000921530-00-000203/0000921530-00-000203.txt : 20001004 0000921530-00-000203.hdr.sgml : 20001004 ACCESSION NUMBER: 0000921530-00-000203 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001003 GROUP MEMBERS: INVESTOR (GURNSEY) LIMITED GROUP MEMBERS: INVESTOR AB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTUITIVE SURGICAL INC CENTRAL INDEX KEY: 0001035267 STANDARD INDUSTRIAL CLASSIFICATION: [3842 ] IRS NUMBER: 770416458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59661 FILM NUMBER: 734312 BUSINESS ADDRESS: STREET 1: 1340 W MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6502377000 MAIL ADDRESS: STREET 1: 1340 W MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTOR AB CENTRAL INDEX KEY: 0000889232 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: S-10332 CITY: STOCKHOLM SWEDEN STATE: V7 MAIL ADDRESS: STREET 1: KIRKPATRICK & LOCKHART LLP STREET 2: 1500 OLIVER BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13G 1 0001.txt SCHEDULE 13G RE INTUITIVE SURGICAL, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* INTUITIVE SURGICAL, INC. ------------------------ (Name of Issuer) Common Stock, Par Value $0.001 ------------------------------ (Title of Class of Securities) 46120E107 --------- (CUSIP Number) June 13, 2000 ------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *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 disclosure 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 ("Act") 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). Continued on following page(s) Page 1 of 9 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No. 46120E107 Page 2 of 9 Pages 1 Name of Reporting Person IRS Identification No. of Above Persons (ENTITIES ONLY) INVESTOR (GUERNSEY) LIMITED 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization GUERNSEY 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 2,529,545 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 2,529,545 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,529,545 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 7.09% 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 46120E107 Page 3 of 9 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) INVESTOR AB 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization SWEDEN 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 2,529,545 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 2,529,545 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,529,545 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 7.09% 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 9 Pages Item 1(a) Name of Issuer: Intuitive Surgical, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 1340 West Middlefield Road, Mountain View, California 94043. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Investor (Guernsey) Limited, a Guernsey company ("Investor (Guernsey)") and ii) Investor AB, a publicly held Swedish company ("Investor AB"). This Statement relates to the Shares held for the account of Investor (Guernsey). Investor (Guernsey) is a wholly-owned subsidiary of a Dutch company, which is a wholly-owned subsidiary of a Swedish company, which is a wholly-owned subsidiary of Investor AB. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of Investor (Guernsey) is National Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands GY1 4PW. The address and principal business office of Investor AB is Arsenalsgatan 8c, SE-103 32, Stockholm, Sweden. Item 2(c) Citizenship: i) Investor (Guernsey) is a Guernsey company and ii) Investor AB is a publicly held Swedish company. Item 2(d) Title of Class of Securities: Common Stock, par value $0.001 (the "Shares"). Item 2(e) CUSIP Number: 46120E107 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 5 of 9 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of September 29, 2000, each of the Reporting Persons may be deemed the beneficial owner of 2,529,545 Shares. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes approximately 7.09% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Investor (Guernsey) ------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,529,545 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,529,545 Investor AB ----------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,529,545 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,529,545 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholder of Investor (Guernsey) has the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Investor (Guernsey) in accordance with its ownership interests in Investor (Guernsey). Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or Page 6 of 9 Pages influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 29, 2000 INVESTOR (GUERNSEY) LIMITED By: /S/ WAYNE TALLOWIN ------------------------------- Name: Wayne Tallowin Title: Director "A" By: /S/ MARC HOLLANDER ------------------------------- Name: Marc Hollander Title: Director "B" Date: September 29, 2000 INVESTOR AB By: /S/ MARC HOLLANDER ------------------------------- Name: Marc Hollander Title: Chief Executive Officer Page 8 of 9 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of September 29, 2000, by and between Investor (Guernsey) Limited and Investor AB.......................................................... 9 EX-99.A 2 0002.txt EXHIBIT A - JOINT FILING AGREEMENT Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Intuitive Surgical, Inc., dated as of September 29, 2000, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: September 29, 2000 INVESTOR (GUERNSEY) LIMITED By: /S/ WAYNE TALLOWIN ------------------------------- Name: Wayne Tallowin Title: Director "A" By: /S/ MARC HOLLANDER ------------------------------- Name: Marc Hollander Title: Director "B" Date: September 29, 2000 INVESTOR AB By: /S/ MARC HOLLANDER ------------------------------- Name: Marc Hollander Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----