8-K 1 integrated8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2005 Integrated Surgical Systems, Inc. --------------------------------- (Exact name of registrant as specified in charter) Delaware 1-12471 68-0232575 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden tification No.) 1850 Research Park Drive Davis, California 95616-4884 ----------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (530) 792-2600 Not Applicable -------------- (Former name or former address, if changed 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 8. Other Events. On February 9, 2005, we, Integrated Surgical Systems, Inc., reached an agreement with the holder of our 6-3/4% Convertible Debenture which we issued on June 9, 2004. This agreement provides that (a) the "conversion price" set forth in section 3.1(a) of the debenture be amended to be the lesser of: (i) $0.025 or (ii) 75% of the average of the five lowest volume weighted average prices during the twenty days prior to the holder's election to convert the amount outstanding under the debenture; and (b) the date by which we are required to cause a registration statement to be declared effective by the Securities and Exchange Commission, with respect to the shares issuable upon conversion of the debenture and exercise of the warrants issued together with the debenture, be extended to April 30, 2005. The conversion price originally was set at the lesser of: (i) $0.025 or (ii) 80% of the average of the five lowest volume weighted average prices during the twenty days prior to the holder's election to convert the amount outstanding under the debenture. Further, the original terms of the debenture and warrants required that the registration statement for the underlying shares be declared effective by the SEC by November 6, 2004. The debenture was attached as exhibit 10.1 to our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004, filed with the SEC on November 24, 2004. The warrant certificate evidencing the warrants was attached as exhibit 10.2 to such Form 10-QSB. Item 9.01. Financial Statements and Exhibits. Set forth below are all exhibits applicable to this Current Report on Form 8-K. Exhibit Number Description ------ ----------- 10.1 Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated February 9, 2005, between Integrated Surgical Systems, Inc. and Golden Gate Investors, Inc. 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. Dated: February 15, 2005 By: /s/ RAMISH TRIVEDI ---------------------------------------- Ramesh Trivedi, Chief Executive Officer