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
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