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)

February 6, 2003

COMPUTER MOTION, INC.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (805) 685-3729

TABLE OF CONTENTS


	Item 5. Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
COMPUTER MOTION, INC. PROFORMA CONSOLIDATED CONDENSED BALANCE SHEETS
SIGNATURES

Item 5. Other Events

The Nasdaq National Market (“Nasdaq”) has requested that Computer Motion, Inc. (the “Company”) file this current report on Form 8-K to set forth the Company’s pro forma consolidated condensed balance sheet information as of November 30, 2002, to demonstrate the Company’s compliance with Nasdaq’s minimum stockholders’ equity requirement contained in Nasdaq Marketplace Rule 4450(a)(3).

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(b) Pro Forma Financial Information


	Computer Motion, Inc. pro forma consolidated condensed balance sheet information as of November 30, 2002 is set forth in this Current Report on Form 8-K.

COMPUTER MOTION, INC.
PROFORMA CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands, except par value)


					Proforma adjustments based upon shareholders' approval
					of Series C Preferred Stock which was received on
					January 27, 2003 and Robert W Duggan's investment therein
		Nov. 30, 2002
		(unaudited)			Jan. 27, 2003			Feb. 28, 2003 (1)		Proforma
ASSETS
Current assets:
	Cash and cash equivalents	$	4,745					$	1,000	$	5,745
	Restricted cash		173								173
	Accounts receivable, net of allowance for doubtful accounts and returns of $443		2,545								2,545
	Inventories		8,368								8,368
	Other current assets		1,058								1,058

Total current assets			16,889			—			1,000		17,889
Property and equipment, net			3,723			—			—		3,723
Other assets			56								56

Total assets		$	20,668		$	—		$	1,000	$	21,668

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Note payable to shareholder	$	1,000		$	(1,000	)			$	—
	Accounts payable		3,130								3,130
	Accrued expenses		4,608								4,608
	Deferred revenue		2,276								2,276

Total current liabilities			11,014			(1,000	)		—		10,014
Deferred revenue			1,237								1,237
Other liabilities			18								18

Total liabilities			12,269			(1,000	)		—		11,269

Shareholders’ equity:
	Mandatorily redeemable Series C convertible preferred stock, $.001 par value, authorized 10,714 shares, outstanding at 11/30/02 7,370 shares	$	10,413		$	1,000		$	1,000	$	12,413
	Common stock, $.001 par value, authorized - 50,000 shares;
	Outstanding - 17,727		18								18
	Additional paid-in capital		112,232								112,232
	Deferred compensation		(287	)							(287	)
	Accumulated deficit		(113,959	)							(113,959	)
	Other comprehensive loss		(18	)							(18	)

Total shareholders’ equity			8,399			1,000			1,000		10,399

Total liabilities & shareholders’ equity		$	20,668		$	—		$	1,000	$	21,668

(1)

Mr. Robert W. Duggan (or his affiliates or designees) will be making the additional one million investment in February 2003

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

February 6, 2003		/s/ Robert W. Duggan

		Robert W. Duggan
		Chairman and Chief Executive Officer

Table of Contents

Table of Contents

Table of Contents

Table of Contents

COMPUTER MOTION INC 8-K