UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

~~June~~November 74, 2002

COMPUTER MOTION, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	000-22755 (Commission File Number)	77-0458805 (IRS Employer Identification No.)

130-B Cremona Drive, Goleta, California (Address of principal executive offices)		93117 (Zip Code)

~~Delaware~~Registrant’s ~~(State~~telephone ornumber, ~~other~~including ~~jurisdiction~~area ofcode: ~~incorporation) 000-22755~~ (~~Commission File Number~~805) 77 685-~~0458805 (IRS Employer Identification No.)~~3729

130-B Cremona Drive, Goleta, California (Address of principal executive offices) 93117 (Zip Code)

Registrant’s telephone number, including area code: (805) 968-9600

Page 1 of 3

TABLE OF CONTENTS

Item 4. Changes in Registrant’s Certifying Accountant Item 7. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX Exhibit 16.1


	Item 5. Other Events
	Item 7. Financial Statement and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 10.1
EXHIBIT 99.1

Item 45. ~~Changes~~Other ~~in Registrant’s Certifying Accountant.~~Events

~~On May 31, 2002,~~ Computer Motion, Inc. ~~(the~~recently ~~“Company”)~~announced ~~determined not to renew~~ the ~~engagement~~closing of ~~its~~a ~~independent accountants, Arthur Andersen LLP~~$12.3 million ~~(“Andersen”)~~private ~~and~~placement ~~appointed~~of ~~Ernst~~its &equity ~~Young~~securities. ~~LLP~~A ~~(“Ernst~~copy &of ~~Young”)~~the aspress ~~its new independent accountants~~release, ~~effective as of June~~dated October 731, 2002., ~~This~~announcing ~~determination followed~~ the ~~Company’s~~private ~~decision~~placement toand ~~seek~~describing ~~proposals~~the ~~from independent accountants to audit~~terms ~~the~~thereof ~~Company’s~~is ~~financial~~filed ~~statements~~with ~~for~~this ~~the~~Current ~~fiscal~~Report ~~year~~on ~~ending~~Form 8-K ~~December~~as Exhibit ~~31, 2002~~99.1. The discussion ~~decision~~contained ~~not~~in toExhibit 99.1 ~~renew~~is ~~the~~qualified ~~engagement~~in ofits ~~Andersen~~entirety ~~and~~by ~~to retain Ernst~~the &provisions ~~Young~~of ~~was approved by~~ the ~~Company’s~~financing ~~Board~~documents offiled ~~Directors~~as ~~upon~~exhibits ~~the~~hereto. Such ~~recommendation~~provisions ofare ~~its~~incorporated ~~Audit~~by ~~Committee~~reference thereto.

~~During the Company’s two most recent fiscal years ended December~~Item ~~31,~~7. ~~2001 and~~Financial ~~2000,~~Statement and ~~the subsequent interim period through June 6, 2002, there were no~~Exhibits ~~disagreements between the Company and Andersen on any matter of accounting~~ principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to Andersen’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company’s two most recent fiscal years and the subsequent interim period through June 6, 2002.

The audit reports of Andersen on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. A letter from Andersen is attached as Exhibit 16.1.

During the Company’s two most recent fiscal years ended December 31, 2001 and 2000, and the subsequent interim period through June 6, 2002, the Company did not consult with Ernst & Young regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements and Exhibits

(c)

Exhibits

16.1 Letter from Andersen regarding change in independent public accountants.


4.1		Certificate of Designations Setting Forth the Preferences, Rights, and Limitations of the Series C Convertible Preferred Stock, filed on October 31, 2002.
4.2		Form of Registration Rights Agreement, dated as of October 31, 2002, by and among Computer Motion, Inc. and the investors signatory thereto.
4.3		Form of Series C-1 Warrant for the purchase of Common Stock of Computer Motion, Inc.
4.4		Form of Series C-2 Warrant for the purchase of Common Stock of Computer Motion, Inc.
10.1		Form of Series C Convertible Preferred Stock Purchase Agreement, dated October 31, 2002, by and among Computer Motion, Inc. and the investors signatory thereto.
99.1		Press Release of Computer Motion, Inc., dated October 31, 2002, announcing the $12.3 million financing.

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.

		COMPUTER MOTION, INC
June 7, 2002		/s/ Robert W. Duggan
November 4, 2002		/s/ Robert W. Duggan
		Robert W. Duggan Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit		~~Sequential~~
Number	Description	~~Page Number~~
16.1	Letter from Arthur Andersen LLP regarding change in independent public accountants	Electronically Filed
4.1	Certificate of Designations Setting Forth the Preferences, Rights, and Limitations of the Series C Convertible Preferred Stock, filed on October 31, 2002.
4.2	Form of Registration Rights Agreement, dated as of October 31, 2002, by and among Computer Motion, Inc. and the investors signatory thereto.
4.3	Form of Series C-1 Warrant for the purchase of Common Stock of Computer Motion, Inc.
4.4	Form of Series C-2 Warrant for the purchase of Common Stock of Computer Motion, Inc.
10.1	Form of Series C Convertible Preferred Stock Purchase Agreement, dated October 31, 2002, by and among Computer Motion, Inc. and the investors signatory thereto.
99.1	Press Release of Computer Motion, Inc., dated October 31, 2002, announcing the $12.3 million financing.

Table of Contents

Table of Contents

Table of Contents

Filing Compare · COMPUTER MOTION INC