As filed with the Securities and Exchange Commission on October, 18, 2012

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

INTUITIVE SURGICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		77-0416458
(State of Incorporation)		(I.R.S. Employer Identification No.)

 

 

1266 Kifer Road

Sunnyvale, California 94086

(Address of Principal Executive Offices including Zip Code)

 

 

2009 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN

(Full Title of the Plan)

 

 

 

Gary S. Guthart President and Chief Executive Officer Intuitive Surgical, Inc. 1266 Kifer Road Sunnyvale, California 94086 (408) 523-2100		Copy to: Alan C. Mendelson, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code for Agent for Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.001 per share		100,000		$524.88(2)		$52,488,000(2)		$7,159.36

(1)

This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2009 Employment Commencement Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) for the 100,000 shares registered hereunder (based on the average of the high ($534.78) and low ($514.98) prices for the Registrant’s Common Stock reported by NASDAQ Global Select Market on Oct 16, 2012.

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES

Intuitive Surgical, Inc. (the “Company”) filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be offered and sold under the 2009 Employment Commencement Incentive Plan (the “Plan”) and the contents of such prior Registration Statements are incorporated by reference in this Registration Statement: Registration Statement on Form S-8 filed April 20, 2012 (File No. 333-180863); Registration Statement on Form S-8 filed July 29, 2011 (File No. 333-175904); Registration Statement on Form S-8 filed April 29, 2011 (File No. 333-173803) and Registration Statement on Form S-8 filed January 29, 2010 (File No. 333-164586). The Company is hereby registering an additional 100,000 shares of Common Stock issuable under the Plan, none of which have been issued as of the date of this Registration Statement.

 

Item 8.

Exhibits.

See Index to Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 18th day of October, 2012.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Gary S. Guthart and Marshall L. Mohr, and each or any of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Gary S. Guthart Gary S. Guthart, Ph.D.		President and Chief Executive Officer and Director (Principal Executive Officer)		October 18, 2012
/s/ Marshall L. Mohr Marshall L. Mohr		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		October 18, 2012
/s/ Lonnie M. Smith Lonnie M. Smith		Chairman of the Board of Directors		October 18, 2012
/s/ Craig H. Barratt Craig H. Barratt, Ph.D.		Director		October 18, 2012
/s/ Eric H. Halvorson Eric H. Halvorson		Director		October 18, 2012
/s/ Amal M. Johnson Amal M. Johnson		Director		October 18, 2012
/s/ Alan J. Levy Alan J. Levy, Ph.D.		Director		October 18, 2012

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/s/ Floyd D. Loop Floyd D. Loop, M.D.		Director		October 18, 2012
/s/ Mark J. Rubash Mark J. Rubash		Director		October 18, 2012
/s/ George J. Stalk, Jr. George J. Stalk, Jr.		Director		October 18, 2012

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INDEX TO EXHIBITS

 

Exhibit Number
4.1		Intuitive Surgical, Inc. 2009 Employment Commencement Incentive Plan, as amended and restated*
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2		Consent of Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page of this registration statement)

 

*	(Incorporated by reference to Exhibit 10.1 on Form 10-Q filed with the Securities and Exchange Commission on October 18, 2012).

Exhibit 5.1

 

		140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com   FIRM /AFFILIATE OFFICES
October 18, 2012   Intuitive Surgical, Inc. 1266 Kifer Road Sunnyvale, CA 94086		Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan		Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Re:    Registration Statement on Form S-8: 100,000 shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to Intuitive Surgical, Inc., a Delaware corporation (the “Company”), in connection with the registration of 100,000 shares of common stock of the Company, par value $0.001 per share (the “Shares”), issuable under the 2009 Employment Commencement Incentive Plan (the “Plan”), under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein only as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and

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Page 2

 

 

exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2009 Employment Commencement Incentive Plan of Intuitive Surgical, Inc. of our reports dated February 3, 2012, with respect to the consolidated financial statements and schedule of Intuitive Surgical, Inc. and the effectiveness of internal control over financial reporting of Intuitive Surgical, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Redwood City, California

October 18, 2012