UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 1-12471
CUSIP NUMBER: [458124 10 8]
NOTIFICATION OF LATE FILING
(Check One): (x) Form 10-KSB ( ) Form 20-F ( )Form 11-K ( )Form 10-Q
( ) Form N-SAR
For Period Ended: December 31, 2003
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR [ ] Form N-CRS
For the Transition Period Ended: ___________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
PART I -- REGISTRANT INFORMATION
Integrated Surgical Systems, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
1850 Research Park Drive
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Address of Principal Executive Office (Street and Number)
Davis, California 95616
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed period.
On January 21, 2004, the Audit Committee of the Board of Directors of the
Registrant appointed Macias, Gini & Company, LLP as its new independent auditor
to audit the financial statements of the Registrant for the year ended December
31, 2003.
On September 30, 2003 the Registrant's wholly-owned French subsidiary
("Subsidiary")was placed under the control and management of a French
administrator due to its financial condition. During the fourth quarter the
administrator caused the Subsidiary's operations to cease and its assets to be
sold. Certain financial records of the Subsidiary remain under the control of
the administrator and have not been made available to the Registrant which,
along with the timing of the appointment of the new independent auditor, has
caused a delay in the ability of the Registrant's independent auditor to
complete the audit of the Registrant's financial statements for the year ended
December 31, 2003.
For such reasons, the subject Form 10-KSB could not be filed within the
prescribed period.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Charles J. Novak 530 792-2600
Chief Financial Officer
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceeding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). (X)Yes ( )No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? ( )Yes ( X ) No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
INTEGRATED SURGICAL SYSTEMS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 2004
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By: /s/ Ramesh C. Trivedi
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Ramesh C. Trivedi
President
MACIAS, GINI & COMPANY LLP
3000 S Street, Suite 300
Sacramento, CA 95816
916.928.4600
www.maciasgini.com
March 30, 2004
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Integrated Surgical Systems, Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-K for the year ended December 31, 2003 because our
Firm has not yet completed our audit of the financial statements of the
Registrant for the year ended December 31, 2003 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because the
Registrant has been unable to obtain certain financial records of its French
subsidiary and because of the timing of our appointment as independent auditor
of the Registrant and, as a result, have not yet had sufficient time to complete
the auditing procedures which we consider necessary in the circumstances.
Very truly yours,
MACIAS, GINI & COMPANY LLP