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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: August 31, 2005

(Date of earliest event reported)

  

  

INTUITIVE SURGICAL, INC. 

(exact name of registrant as specified in its charter)

  

  

  

  

  

  

  

Delaware 

   

000-30713 

   

77-0416458 

(State or other jurisdiction 

of incorporation or 

organization) 

   

Commission File Number

 

(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)

 

 

 

 

 

  

  

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: 

  

[  ] 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

[  ] 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

[  ] 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

[  ] 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

 

 

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. 

  

On August 31, 2005 Intuitive Surgical, Inc (the “Company”) announced that Susan Barnes, Chief Financial Officer, will be leaving the Company in November.   A copy of the press release is attached hereto as Exhibit 99.1.

  

Item 8.01.  Other Events.

  

On August 17, 2005, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing that a number of executives had entered into written trading plans with Citigroup Global Markets, Inc.’s Smith Barney Division in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.  Due to an error in his trading plan, Mr. Guthart terminated the trading plan prior to any sale or option exercise thereunder and filed a new trading plan under which trading will begin as early as September 6, 2005 and end on November 9, 2006, unless terminated earlier.  Mr. Guthart’s new trading plan authorizes the sale of up to 69,500 shares of common stock of the Company, which is the same number of shares authorized under his previous plan.

 

Item 9.01.  Financial Statements and Exhibits.

  

Press Release issued by Intuitive Surgical, Inc., dated August 31, 2005.

  

 

 

 

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:    September 2, 2005

By

/s/

LONNIE M. SMITH

 

 

 

Name: Lonnie M. Smith

 

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

 

 

  

EXHIBIT INDEX

  

  

  

  

Exhibit No. 

   

Description 

99.1 

 

Press Release issued by Intuitive Surgical, Inc., dated August 31, 2005.

 

 

 

 

 

Exhibit 99.1

Intuitive Surgical Announces Planned Departure of CFO

SUNNYVALE, CA -- 08/31/2005 -- Intuitive Surgical, Inc. (NASDAQ: ISRG), the global leader in robotic-assisted, minimally invasive surgery, today announced that Susan Barnes, Chief Financial Officer will be leaving the company in November. Ms. Barnes will remain active in the role of Chief Financial Officer through Intuitive Surgical's third quarter earnings release in October. She will certify the company's third-quarter 10-Q Report when it is filed in November 2005.

During her eight years at Intuitive Surgical, Ms. Barnes has overseen a number of significant milestones, including the company's initial public offering in 2000 and follow-on offering in 2003. Intuitive Surgical has received an unqualified audit opinion on each of its annual financial statements since going public. In addition, the Company continues to meet all the requirements of the Sarbanes-Oxley Act of 2002.

Lonnie Smith, Chairman and CEO of Intuitive Surgical, said, "Susan has been instrumental in building Intuitive into a financially strong and profitable company. She is also leaving behind a solid financial organization. We are committed to a seamless transition and we wish Susan all the best in her future endeavors."

After Ms. Barnes' departure, Mr. Ben Gong, Vice President of Finance and Treasurer, who has been with the Company since 1997, will serve as interim CFO until the company appoints a permanent replacement.

About Intuitive Surgical, Inc.

Intuitive Surgical, Inc. (NASDAQ: ISRG), headquartered in Sunnyvale, California, is the global technology leader in the rapidly emerging field of robotic-assisted, minimally invasive surgery (MIS). Intuitive Surgical develops, manufactures and markets robotic technologies designed to improve clinical outcomes and help patients return more quickly to active and productive lives. The company's mission is to extend the benefits of minimally invasive surgery to the broadest possible base of patients. More information is available at www.intuitivesurgical.com and www.davinciprostatectomy.com. Intuitive Surgical -- Taking surgical precision beyond the limits of the human hand.™

About the da Vinci® Surgical System

The da Vinci Surgical System is a sophisticated robotic platform designed to enable complex surgery using a minimally invasive approach. The da Vinci System consists of an ergonomic surgeon's console, a patient-side cart with four interactive robotic arms, a high-performance vision system and proprietary EndoWrist® instruments. Powered by state-of-the-art robotic technology, the da Vinci System is designed to scale, filter and seamlessly translate the surgeon's hand movements into more precise movements of the EndoWrist instruments. The net result is an intuitive interface with breakthrough surgical capabilities. By providing surgeons with superior visualization, enhanced dexterity, greater precision and ergonomic comfort, the da Vinci Surgical System makes it possible for more surgeons to perform minimally invasive procedures involving complex dissection or reconstruction. This ultimately raises the standard of care for complex surgeries, translating into numerous potential patient benefits, including less pain, a shorter recovery and quicker return to normal daily activities.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any forward-looking statement is subject to risks and uncertainties such as those described in Intuitive Surgical's latest Annual Report. Actual results may differ materially from the anticipated results described. Intuitive Surgical undertakes no obligation to publicly update or revise these forward-looking statements to reflect actual events or circumstances that occur after the date of this press release.

Intuitive®, da Vinci®, InSite® and EndoWrist® are registered trademarks of Intuitive Surgical, Inc. www.intuitivesurgical.com www.davinciprostatectomy.com 

Contacts:

Ben Gong
408-523-2175

Sarah Norton
408-523-2161