As filed with the Securities and Exchange Commission on June 14, 2006
Registration No. 333-
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.) |
950 Kifer Road
Sunnyvale, California 94086
(Address of Principal Executive Offices including Zip Code)
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
(Full Title of the Plans)
| Lonnie Smith | Copy to: | |
| President and Chief Executive Officer | Alan C. Mendelson, Esq. | |
| Intuitive Surgical, Inc. | Latham & Watkins LLP | |
| 950 Kifer Road | 140 Scott Drive | |
| Sunnyvale, California 94086 | Menlo Park, California 94025 | |
| (408) 523-2100 | (650) 328-4600 |
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code for Agent for Service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Amount of Aggregate Offering Price |
Amount of Registration Fee | ||||||||||
| Common Stock, $0.001 par value |
2,321,136 | (2) | $ | 108.38 | (3) | $ | 251,564,719.68 | (3) | $ | 26,918 | ||||
| (1) | This registration statement shall also cover any additional shares of common stock which become issuable under the 2000 Equity Incentive Plan, the 2000 Employee Stock Purchase Plan and the 2000 Non-Employee Directors’ Stock Option Plan (the “Plans”) 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) | Represents (i) 2,025,313 shares available for future grants under the 2000 Equity Incentive Plan, (ii) 195,823 shares available for future issuance under the 2000 Employee Stock Purchase Plan, and (iii) 100,000 shares available for future grants under the 2000 Non-Employee Directors’ Stock Option Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) for the 2,321,136 shares registered hereunder (based on the average of the high ($111.31) and low ($105.45) prices for the Company’s Common Stock reported by the Nasdaq National Market on June 13, 2006). |
Proposed sales to take place as soon after the effective date of the registration statement
as options granted under the Plans are exercised.
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 2000 Equity Incentive Plan, the 2000 Employee Stock Purchase Plan and the 2000 Non-Employee Directors’ Stock Option Plan (the “Plans”) and the contents of such prior Registration Statements are incorporated by reference in this Registration Statement: (1) Registration Statement on Form S-8 filed August 11, 2000 (File No. 333-43558); (2) Registration Statement on Form S-8 filed July 18, 2001 (File No. 333-65342); (3) Registration Statement on Form S-8 filed September 20, 2002 (File No. 333-99893); (4) Registration Statement on Form S-8 filed June 15, 2004 (File No. 333-116499); and (5) Registration Statement on Form S-8 filed August 3, 2005 (File No. 333-127162). The Company is hereby registering an additional 2,025,313 shares issuable under the 2000 Equity Incentive Plan, 195,823 shares issuable under the 2000 Employee Stock Purchase Plan and 100,000 shares issuable under the 2000 Non-Employee Directors’ Stock Option Plan, none of which have been issued as of the date of this Registration Statement.
Item 8. Exhibits.
See Index to Exhibits.
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 14th day of June, 2006.
| Intuitive Surgical, Inc. | ||
| By: | /s/ Lonnie M. Smith | |
| Lonnie M. Smith | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Lonnie M. Smith and Marshall L. Mohr, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Lonnie M. Smith Lonnie M. Smith |
President, Chief Executive Officer and Director (Principal Executive Officer) |
June 14, 2006 | ||
| /s/ Marshall L. Mohr Marshall L. Mohr |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
June 14, 2006 | ||
| /s/ Jonathan J. Skoglund Jonathan J. Skoglund |
Corporate Controller (Principal Accounting Officer) |
June 14, 2006 | ||
| /s/ Floyd D. Loop, M.D. Floyd D. Loop, M.D. |
Director | June 14, 2006 | ||
| /s/ William J. Mercer William J. Mercer |
Director | June 14, 2006 | ||
| /s/ D. Keith Grossman D. Keith Grossman |
Director | June 14, 2006 | ||
| /s/ Eric H. Halvorson Eric H. Halvorson |
Director | June 14, 2006 | ||
| /s/ Richard J. Kramer Richard J. Kramer |
Director | June 14, 2006 | ||
| /s/ Alan J. Levy, Ph.D. Alan J. Levy, Ph.D. |
Director | June 14, 2006 | ||
| /s/ Robert W. Duggan Robert W. Duggan |
Director | June 14, 2006 | ||
INDEX TO EXHIBITS
| Exhibit Number |
||
| 4.1* | Intuitive Surgical, Inc. 2000 Equity Incentive Plan | |
| 4.2* | Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan | |
| 4.3* | Intuitive Surgical, Inc. 2000 Non-Employee Directors’ Stock Option Plan | |
| 4.4** | Amendment to the Intuitive Surgical, Inc. 2000 Non-Employee Directors’ Stock Option Plan approved June 30, 2003 | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 24.1 | Power of Attorney (included on signature page of this registration statement). | |
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-33016), originally filed with the Securities and Exchange Commission on March 22, 2000. |
| ** | Incorporated by reference to the Company’s Registration Statement on Form S-4, as amended (File No. 333-104093), originally filed with the Securities and Exchange Commission on March 28, 2003. |