SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: December 12, 2003
(Date of earliest event reported)
INTUITIVE SURGICAL, INC.
(exact name of registrant as specified in its charter)
| Delaware | Commission File Number: | 77-0416458 | ||
| (State or other jurisdiction of incorporation or organization) |
000-30713 | (I.R.S. Employer Identification No.) |
950 Kifer Road
Sunnyvale, California 94086
(Address of Principal executive offices, including zip code)
(408) 523-2100
(Registrant’s telephone number, including area code)
| Item 5. | Other Events and Required FD Disclosure. |
On December 12, 2003, Intuitive Surgical, Inc., (the “Company”) issued a press release announcing the resignations of Frederic H. Moll, M.D. and Russell C. Hirsch, M.D., Ph.D. from the Company’s Board of Directors. Attached hereto as Exhibit 99.1 is the Company’s press release dated December 12, 2003 announcing the resignations.
| Item 7. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| 99.1 | Press Release issued by the Company, dated December 12, 2003. |
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,
| INTUITIVE SURGICAL, INC. | ||||||||
| Date: December 12, 2003 |
By |
/S/ LONNIE M. SMITH | ||||||
| Name: Lonnie M. Smith Title: Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company, dated December 12, 2003. | |
EXHIBIT 99.1
INTUITIVE SURGICAL ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS
SUNNYVALE, CALIF. Dec. 12, 2003 – Intuitive Surgical, Inc. (NASDAQ: ISRG), the leader in operative surgical robotics, today announced that Directors Frederic H. Moll, M.D., and Russell C. Hirsch, M.D., Ph.D., have tendered their resignations from the Board of Directors of Intuitive in order to pursue other interests and meet other obligations.
Commenting on the announcement, Lonnie Smith, Chairman and CEO of Intuitive Surgical said, “We are truly grateful for all that Fred and Russell have contributed to the success of Intuitive over the years, and I personally will miss their wise counsel on the Board. However, all companies go through a maturation process, and in light of other commitments that Fred and Russell have we understand and support their decision.”
Following these resignations the Intuitive Board will be comprised of seven members including Robert Duggan and Eric Halvorson, who joined the board in July when the company merged with Computer Motion. The Board presently includes six independent outside Directors.
Fred Moll, CEO of Hansen Medical, commented: “As one involved with Intuitive since its founding, I have enjoyed the opportunity to participate with its management in building the leading company in surgical robotics. I wish Intuitive continued success in its business.”
Russell Hirsch added, “My association as an investor and board member with Intuitive has been gratifying, and I wish Intuitive all the best in the future.”
About Intuitive’s Products:
The da Vinci® Surgical System consists of a surgeon’s viewing and control console having an integrated, high-performance InSite® 3-D vision system, a patient-side cart consisting of three or four robotic arms that position and precisely maneuver endoscopic instruments and an endoscope, and a variety of articulating EndoWrist® Instruments. By integrating computer-enhanced technology with surgeons’ technical skills, Intuitive believes that its system enables surgeons to perform better surgery in a manner never before experienced. The da Vinci® Surgical System seamlessly and directly translates the surgeon’s natural hand, wrist and finger movements on instrument controls at the surgeon’s console outside the patient’s body into corresponding micro-movements of the instrument tips positioned inside the patient through small puncture incisions, or ports.
The Aesop® Endoscope Positioner is a voice-activated robotic arm that automates the critical task of endoscope positioning, providing the surgeon with direct control over a smooth, precise and stable view of the internal surgical field.
The Hermes® Control Center is a centralized system designed to voice control a series of networked “smart” medical devices.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors, including the following: timing and success of product development and market acceptance of developed products; regulatory approvals, clearances and restrictions; guidelines and recommendations in the health care and patient communities; intellectual property positions and litigation; competition in the medical device industry and in the specific markets of surgery in which Intuitive Surgical operates; our ability to achieve anticipated synergies and cost savings of our acquisition of Computer Motion and the rate at which these anticipated synergies and costs savings are achieved; our ability to integrate the operations of Computer Motion with our operations, including the respective research and development operations, personnel, product lines and technology, and the rate at which the operations of the two companies are integrated; and unanticipated manufacturing disruptions, delays in regulatory approvals of new manufacturing facilities or the inability to meet demand for products. Words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Intuitive®, da Vinci®, InSite®, EndoWrist®, Zeus®, Hermes®, and Aesop® are registered trademarks of Intuitive Surgical, Inc.
Contact:
Intuitive Surgical
Susan Barnes, 408-523-2160
Ben Gong, 408-523-2175
Sarah Norton, 408-523-2161