UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 20, 2004
INTEGRATED SURGICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12471 68-0232575
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1850 Research Park Drive
Davis, California 95616-4884
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (530) 792-2600
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 20, 2004, Integrated Surgical Systems, Inc. (the "Registrant") and
Ernst & Young LLP ("Ernst & Young") mutually agreed to cease their existing
professional relationship. The decision to cease the existing relationship with
Ernst & Young was approved by the Registrant's audit committee. On January 21,
2004, the Audit Committee of the Board of Directors of the Registrant appointed
Macias, Gini & Company, LLP ("Macias, Gini & Company") as its independent
auditor to audit the financial statements of the Registrant for the year ended
December 31, 2003.
During the Registrant's fiscal years ended December 31, 2002 and 2001, and the
subsequent period through January 20, 2004, the date of this report, there were
no disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which, if not resolved to Ernst & Young 's satisfaction, would have caused Ernst
& Young to make reference to the subject matter of the disagreement(s) in
connection with its reports.
The audit report of Ernst & Young on the consolidated financial statements of
the Registrant as of and for the past two audited fiscal years ended December
31, 2002 and 2001, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the audit reports for the past two fiscal
years contained an explanatory paragraph indicating that there is substantial
doubt about the Registrant's ability to continue as a going concern.
During the Registrant's fiscal years ended December 31, 2002 and 2001, and the
subsequent period through January 20, 2004, the date of this report, the
Registrant did not consult with Macias, Gini & Company with respect to the
application of accounting principles to a specifically completed or contemplated
transaction or the type of audit opinion that might be rendered on the
Registrant's financial statements nor has Macias, Gini & Company provided to the
Company a written report or oral guidance regarding such principles or audit
opinion. Additionally, the Registrant did not consult with Macias, Gini &
Company on any matter that was the subject of a disagreement or event identified
under Item 304 (a)(1)(iv) of Regulation S-B.
In response to the Registrant's request, Ernst & Young has furnished the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of such
letter, dated January 22, 2004, is attached hereto as Exhibit 16 to this Form
8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibit is filed with this Form 8-K:
16 Letter dated January 22, 2004 from Ernst & Young LLP addressed to the
Securities and Exchange Commission, regarding statements included in
this Form 8-K.
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.
Integrated Surgical Systems, Inc.
Dated: January 21, 2004 By: /s/ Charles J. Novak
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Charles J. Novak
Chief Financial Officer
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Exhibit 16
January 22, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read Item 4 of Form 8-K dated January 20, 2004, of Integrated Surgical
Systems, Inc. and are in agreement with the statements in the first two
sentences of paragraph one, and the statements in paragraphs two, three and five
contained on the page therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.