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 (State of Incorporation) | 77-0416458 (I.R.S. Employer Identification No.) | |||||||
1020 Kifer Road
Sunnyvale, California 94086
(Address of Principal Executive Offices including Zip Code)
AMENDED AND RESTATED INTUITIVE SURGICAL, INC. 2010 INCENTIVE AWARD PLAN
AMENDED AND RESTATED INTUITIVE SURGICAL, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Gary S. Guthart, Ph.D. Chief Executive Officer Intuitive Surgical, Inc. 1020 Kifer Road Sunnyvale, California 94086 (408) 523-2100 | Copy to: Mark V. Roeder John C. Williams 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||||||||||
| Emerging growth company | ¨ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
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, to be offered and sold under the Company’s Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan (the “Amended 2010 Plan”) and the Amended and Restated 2000 Employee Stock Purchase Plan (the “Amended ESPP”), and the contents of such prior Registration Statements are incorporated by reference in this Registration Statement: Registration Statement on Form S-8 filed July 22, 2022 (File No. 333-266304), Registration Statement on Form S-8 filed July 21, 2021 (File No. 333-258073), Registration Statement on Form S-8 filed July 23, 2020 (File No. 333-240046), Registration Statement on Form S-8 filed July 25, 2019 (File No. 333-232829), Registration Statement on Form S-8 filed October 20, 2017 (File No. 333-221043), Registration Statement on Form S-8 filed May 2, 2016 (File No. 333-211064), Registration Statement on Form S-8 filed May 1, 2015 (File No. 333-203793), Registration Statement on Form S-8 filed June 17, 2013 (File No. 333-189399), Registration Statement on Form S-8 filed April 20, 2012 (File No. 333-180863), Registration Statement on Form S-8 filed April 29, 2011 (File No. 333-173803), Registration Statement on Form S-8 filed May 14, 2010 (File No. 333-166833), Registration Statement on Form S-8 filed May 14, 2009 (File No. 333-159228), Registration Statement on Form S-8 filed July 25, 2008 (File No. 333-152558), Registration Statement on Form S-8 filed June 1, 2007 (File No. 333-143433), Registration Statement on Form S-8 filed June 14, 2006 (File No. 333-135004), Registration Statement on Form S-8 filed August 3, 2005 (File No. 333-127162), Registration Statement on Form S-8 filed June 15, 2004 (File No. 333-116499), Registration Statement on Form S-8 filed September 20, 2002 (File No. 333-99893), Registration Statement on Form S-8 filed July 18, 2001 (File No. 333-65342), and Registration Statement on Form S-8 filed August 11, 2000 (File No. 333-43558). The Company is hereby registering an aggregate of 9,000,000 additional shares, consisting of 5,000,000 shares issuable under the Amended 2010 Plan and 4,000,000 shares issuable under the Amended ESPP, none of which have been issued as of the date of this Registration Statement.
| Item 8. | Exhibits. | ||||
| Exhibit No. | Description | ||||
4.1(1) | |||||
4.2(2) | |||||
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | |||||
| 107.1 | |||||
1.Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).
2.Incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 July 19, 2024.
INTUITIVE SURGICAL, INC. | ||||||||||||||||||||||||||
| By: | /s/ Gary S. Guthart | |||||||||||||||||||||||||
| Gary S. Guthart, Ph.D. | ||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gary S. Guthart, Ph.D. and Jamie E. Samath, 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, as amended, 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 | Chief Executive Officer and Director | July 19, 2024 | ||||||||||||
| Gary S. Guthart, Ph.D. | (Principal Executive Officer) | |||||||||||||
| /s/ Jamie E. Samath | Senior Vice President and Chief Financial Officer | July 19, 2024 | ||||||||||||
| Jamie E. Samath | (Principal Financial Officer) | |||||||||||||
| /s/ Fredrik Widman | Vice President and Corporate Controller | July 19, 2024 | ||||||||||||
| Fredrik Widman | (Principal Accounting Officer) | |||||||||||||
| /s/ Craig H. Barratt | Chair of the Board of Directors | July 19, 2024 | ||||||||||||
| Craig H. Barratt, Ph.D. | ||||||||||||||
| /s/ Joseph C. Beery | Director | July 19, 2024 | ||||||||||||
| Joseph C. Beery | ||||||||||||||
/s/ Lewis Chew | Director | July 19, 2024 | ||||||||||||
Lewis Chew | ||||||||||||||
| /s/ Amal M. Johnson | Director | July 19, 2024 | ||||||||||||
| Amal M. Johnson | ||||||||||||||
/s/ Sreelakshmi Kolli | Director | July 19, 2024 | ||||||||||||
Sreelakshmi Kolli | ||||||||||||||
| /s/ Amy L. Ladd | Director | July 19, 2024 | ||||||||||||
| Amy L. Ladd, M.D. | ||||||||||||||
| /s/ Keith R. Leonard Jr. | Director | July 19, 2024 | ||||||||||||
| Keith R. Leonard Jr. | ||||||||||||||
| /s/ Jami Dover Nachtsheim | Director | July 19, 2024 | ||||||||||||
| Jami Dover Nachtsheim | ||||||||||||||
| /s/ Monica P. Reed | Director | July 19, 2024 | ||||||||||||
| Monica P. Reed, M.D. | ||||||||||||||
| /s/ Mark J. Rubash | Director | July 19, 2024 | ||||||||||||
| Mark J. Rubash | ||||||||||||||