D
ESCRIPTION OF CAPITAL STOCK
Our authorized
capital stock consists of 135,000,000 shares of common stock, par value $0.001
per share, and 27,000,000 shares of preferred stock, par value $0.001 per
share. As of April 30, 2009, 25,031,152 shares of our common stock were
outstanding. As of the date of this prospectus, no shares of our preferred
stock were outstanding.
The following
description of our capital stock summarizes general terms and provisions that
apply to our capital stock. This summary is not complete and is qualified in
its entirety by reference to applicable Delaware law, our third amended and
restated certificate of incorporation and our fourth amended and restated
bylaws, which are filed as exhibits to the registration statement of which this
prospectus is a part and incorporated by reference into this prospectus. See
“Where You Can Find More Information.”
Common Stock
Outstanding Shares
and Voting Rights.
Each holder of common stock is
entitled to one vote for each share of common stock held on all matters
submitted to a vote of the stockholders, including the election of directors.
Our third amended and restated certificate of incorporation and fourth amended
and restated bylaws do not provide for cumulative voting rights. Because of
this, the holders of a majority of the shares of common stock entitled to vote
in any election of directors can elect all of the directors standing for
election, if they should so choose.
Dividends.
Subject
to preferences that may be applicable to any then outstanding preferred stock,
the holders of our outstanding shares of common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of
directors out of legally available funds.
Liquidation.
In
the event of our liquidation, dissolution or winding up, holders of common
stock will be entitled to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts and other
liabilities, subject to the satisfaction of any liquidation preference granted
to the holders of any outstanding shares of preferred stock.
Rights and
Preferences.
Holders of our common stock have no
preemptive, conversion or subscription rights, and there are no redemption or
sinking fund provisions applicable to our common stock. The rights, preferences
and privileges of the holders of common stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of our
preferred stock that we may designate and issue in the future.
Fully Paid and
Nonassessable.
All of our outstanding shares of
common stock are fully paid and nonassessable.
Preferred Stock
Under the
third amended and restated certificate of incorporation, our board of directors
has the authority, without further action by the stockholders, to issue up to
27,000,000 shares of preferred stock in one or more series, to establish from
time to time the number of shares to be included in each such series, to fix
the rights, preferences and privileges of the shares of each wholly unissued
series and any qualifications, limitations or restrictions thereon, and to
increase or decrease the number of shares of any such series, but not below the
number of shares of such series then outstanding.
Our board of
directors may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the holders of the common stock. The issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, have the effect of delaying,
deferring or preventing a
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change in our
control and may adversely affect the market price of the common stock and the
voting, liquidation and other rights of the holders of common stock.
If we offer
preferred stock, we will file the terms of the preferred stock with the SEC and
the prospectus supplement and/or other offering material relating to that
offering will include a description of the specific terms of the offering,
including the following:
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the series,
the number of shares offered and the liquidation value of the preferred
stock;
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the price at
which the preferred stock will be issued;
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the dividend
rate, the dates on which the dividends will be payable and other terms
relating to the payment of dividends on the preferred stock;
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the
liquidation preference of the preferred stock;
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the voting
rights of the preferred stock;
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whether the
preferred stock is redeemable or subject to a sinking fund, and the terms of
any such redemption or sinking fund;
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whether the
preferred stock is convertible or exchangeable for any other securities, and
the terms of any such conversion; and
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any
additional rights, preferences, qualifications, limitations and restrictions
of the preferred stock.
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Warrants
As of April
30, 2009, warrants exercisable for a total of 2,075,620 shares of our common
stock were outstanding. Of these, warrants to purchase 190,457 shares of our
common stock were issued to Z-KAT, Inc., our predecessor company, in exchange
for the license of intellectual property and transfer of other assets. Pursuant
to an exchange agreement between us, Z-KAT and certain creditors of Z-KAT,
Z-KAT transferred the warrants for our common stock and a certain portion of
the transferred Series A convertible preferred stock to the creditors in
exchange for such creditors’ cancellation of outstanding debt.
Warrants to
purchase 272,259 shares of our common stock were purchased by purchasers of our
Series A convertible preferred stock for cash consideration of $0.03 per share.
These warrants are immediately exercisable at an exercise price of $3.00 per
share and will expire ten years after the date of issuance. These warrants have
a net exercise provision under which the holder may, in lieu of payment of the
exercise price in cash, surrender the warrant and receive a net amount of
shares of common stock based on the fair market value of our common stock at
the time of exercise of the warrant after deduction of the aggregate exercise
price. These warrants also contain provisions for the adjustment of exercise
price and the aggregate number of shares issuable upon the exercise of the
warrants in the event of stock dividends, stock splits or stock combinations,
recapitalizations, reorganizations or reclassifications.
Warrants to
acquire 1,290,323 shares of our common stock, at an exercise price of $7.44 per
share, were purchased by certain accredited investors in connection with their
purchase of shares of our common stock in October 2008 for cash consideration
of $0.125 per warrant. These warrants became exercisable on April 29, 2009,
will be exercisable for cash or by net exercise and have a term of seven years.
Certain of the investors also received a second tranche of warrants to purchase
322,581 shares of our common stock, at an exercise price of $6.20 per share,
that will become exercisable upon the earlier of our
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exercise of a
call right to require certain of the investors to purchase additional warrants
and shares of our common stock and the expiration of the call right. In
addition to the warrants purchased upon exercise of the call right, these
investors may receive an incremental number of additional warrants with the
same exercise price if certain conditions are met. The additional warrants
purchased and the incremental warrants will be immediately exercisable, if they
are issued. The warrants issued in October 2008 contain, and the additional or
incremental warrants will contain, provisions for the adjustment of exercise
price and the aggregate number of shares issuable upon the exercise of the
warrants in the event of stock dividends, stock splits or stock combinations,
recapitalizations, reorganizations or reclassifications.
Delaware Anti-Takeover Law and Provisions of
our Third Amended and Restated Certificate of Incorporation and Fourth Amended
and Restated Bylaws
Delaware
Anti-Takeover Law.
We are subject to Section 203
of the Delaware General Corporation Law. Section 203 generally prohibits a
public Delaware corporation from engaging in a “business combination” with an
“interested stockholder” for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless:
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prior to the
date of the transaction, the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;
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the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding (a) shares owned by
persons who are directors and also officers and (b) shares owned by employee
stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or
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on or
subsequent to the date of the transaction, the business combination is
approved by the board and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
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Section 203
generally defines a business combination to include:
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any merger
or consolidation involving the corporation and the interested stockholder;
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any sale,
transfer, pledge or other disposition involving the interested stockholder of
10% or more of either the assets of the corporation or the aggregate market
value of all the outstanding stock of the corporation;
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subject to
exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder;
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subject to
exceptions, any transaction involving the corporation with the effect of
increasing the proportionate share of stock of the corporation; or
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the receipt
by the interested stockholder of the benefit of any loans, advances,
guarantees, pledges or other financial benefits provided by or through the
corporation.
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In general,
Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by the entity or person.
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Third Amended and
Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws.
Provisions
of our third amended and restated certificate of incorporation and fourth
amended and restated bylaws may delay or discourage transactions involving an
actual or potential change in our control or change in our management,
including transactions in which stockholders might otherwise receive a premium
for their shares, or transactions that our stockholders might otherwise deem to
be in their best interests. Therefore, these provisions could adversely affect
the price of our common stock. Among other things, our third amended and
restated certificate of incorporation and fourth amended and restated bylaws:
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permit our
board of directors to issue up to 27,000,000 shares of preferred stock, with
any rights, preferences and privileges as they may designate, including the
right to approve an acquisition or other change in our control;
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provide that
the authorized number of directors may be changed only by resolution of the
board of directors;
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provide that
all vacancies, including newly created directorships, may, except as
otherwise required by law, be filled by the affirmative vote of a majority of
directors then in office, even if less than a quorum;
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divide our
board of directors into three classes;
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require that
any action to be taken by our stockholders must be effected at a duly called
annual or special meeting of stockholders and not be taken by written
consent;
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provide that
stockholders seeking to present proposals before a meeting of stockholders or
to nominate candidates for election as directors at a meeting of stockholders
must provide notice in writing in a timely manner, and also specify
requirements as to the form and content of a stockholder’s notice;
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do not
provide for cumulative voting rights (therefore allowing the holders of a
majority of the shares of common stock entitled to vote in any election of
directors to elect all of the directors standing for election, if they should
so choose);
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provide that
special meetings of our stockholders may be called only by the board of
directors pursuant to a resolution adopted by a majority of the board of
directors; and
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provide that
stockholders will be permitted to amend our amended and restated bylaws only
upon receiving at least 66 2/3% of the votes entitled to be cast by holders
of all outstanding shares then entitled to vote generally in the election of
directors, voting together as a single class.
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Except as
otherwise provided, the amendment of any of these provisions would require
approval by the holders of at least a majority of our then outstanding common
stock, voting as a single class.
NASDAQ Global Market Listing
Our common
stock is listed on The NASDAQ Global Market under the symbol “MAKO.”
Transfer Agent and Registrar
The transfer
agent and registrar for our common stock is BNY Mellon Shareowner Services. The
transfer agent and registrar’s address is 480 Washington Blvd., Jersey City,
New Jersey, 07310.
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D
ESCRIPTION OF WARRANTS
As of April
30, 2009, warrants exercisable for a total of 2,075,620 shares of our common
stock were outstanding. See “Description of Capital Stock – Warrants” for a
description of the outstanding warrants.
We may issue
other warrants in the future for the purchase of debt securities, common stock
or other securities. Warrants may be issued independently or together with debt
securities or common stock offered by any prospectus supplement and/or other
offering material and may be attached to or separate from any such offered
securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a bank or trust company, as warrant
agent, all as will be set forth in the prospectus supplement and/or other
offering material relating to the particular issue of warrants. The warrant
agent will act solely as our agent in connection with the warrants and will not
assume any obligation or relationship of agency or trust for or with any
holders of warrants or beneficial owners of warrants.
The following
summary of certain provisions of the warrants we may issue in the future does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the warrant agreements.
Reference is
made to the prospectus supplement and/or other offering material relating to
the particular issue of warrants offered pursuant to such prospectus supplement
and/or other offering material for the terms of and information relating to
such warrants, including, where applicable:
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the designation,
aggregate principal amount, currencies, denominations and terms of the series
of debt securities purchasable upon exercise of warrants to purchase debt
securities and the price at which such debt securities may be purchased upon
such exercise;
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the number
of shares of common stock purchasable upon the exercise of warrants to
purchase common stock and the price at which such number of shares of common
stock may be purchased upon such exercise;
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the
designation and number of units of other securities purchasable upon the
exercise of warrants to purchase other securities and the price at which such
number of units of such other securities may be purchased upon such exercise;
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the date on
which the right to exercise such warrants shall commence and the date on
which such right shall expire;
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U.S. federal
income tax consequences applicable to such warrants;
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the amount
of warrants outstanding as of the most recent practicable date; and
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any other
terms of such warrants.
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Warrants will
be issued in registered form only. The exercise price for warrants will be
subject to adjustment in accordance with the applicable prospectus supplement
and/or other offering material.
Each warrant
will entitle the holder thereof to purchase such principal amount of debt
securities or such number of shares of common stock or other securities at such
exercise price as shall in each case be set forth in, or calculable from, the
prospectus supplement and/or other offering material relating to the warrants,
which exercise price may be subject to adjustment upon the occurrence of
certain
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events as set
forth in such prospectus supplement and/or other offering material. After the
close of business on the expiration date, or such later date to which such
expiration date may be extended by us, unexercised warrants will become void.
The place or places where, and the manner in which, warrants may be exercised
shall be specified in the prospectus supplement and/or other offering material
relating to such warrants.
Prior to the
exercise of any warrants to purchase debt securities, common stock or other
securities, holders of such warrants will not have any of the rights of holders
of debt securities, common stock or other securities, as the case may be,
purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest, if any, on the debt securities
purchasable upon such exercise or to enforce covenants in the applicable
indenture, or to receive payments of dividends, if any, on the common stock
purchasable upon such exercise, or to exercise any applicable right to vote.
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D
ESCRIPTION OF STOCK
PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue
stock purchase contracts, including contracts obligating holders to purchase
from us, and obligating us to sell to the holders, a specified number of shares
of common stock or other securities at a future date or dates, which we refer
to in this prospectus as “stock purchase contracts.” The price per share of the
securities and the number of shares of the securities may be fixed at the time
the stock purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The stock purchase
contracts may be issued separately or as part of units consisting of a stock
purchase contract and debt securities, warrants, other securities or debt
obligations of third parties, including U.S. treasury securities, securing the
holders’ obligations to purchase the securities under the stock purchase
contracts, which we refer to herein as “stock purchase units.” The stock
purchase contracts may require holders to secure their obligations under the
stock purchase contracts in a specified manner. The stock purchase contracts
also may require us to make periodic payments to the holders of the stock
purchase units or vice versa, and those payments may be unsecured or refunded
on some basis.
The stock
purchase contracts, and, if applicable, collateral or depositary arrangements,
relating to the stock purchase contracts or stock purchase units, will be filed
with the SEC in connection with the offering of stock purchase contracts or
stock purchase units. The prospectus supplement and/or other offering material
relating to a particular issue of stock purchase contracts or stock purchase
units will describe the terms of those stock purchase contracts or stock
purchase units, including the following:
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if
applicable, a discussion of material U.S. federal income tax considerations;
and
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any other
information we think is important about the stock purchase contracts or the
stock purchase units.
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W
HERE YOU CAN FIND MORE
INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. We also filed a registration statement on Form S-3, including
exhibits, under the Securities Act of 1933, as amended, or the Securities Act,
with respect to the securities offered by this prospectus. This prospectus is a
part of the registration statement, but does not contain all of the information
included in the registration statement or the exhibits. You may read and copy
the registration statement and any other document that we file at the SEC’s
public reference room at 100 F Street, N.E., Washington D.C. 20549. You can
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. You can also find our public filings with the SEC on the
internet at a web site maintained by the SEC located at http://www.sec.gov.
We are
“incorporating by reference” specified documents that we file with the SEC,
which means:
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incorporated
documents are considered part of this prospectus;
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we are
disclosing important information to you by referring you to those documents;
and
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information
we file with the SEC will automatically update and supersede information
contained in this prospectus.
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We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (i) after the date of the registration statement on Form S-3 filed under
the Securities Act with respect to securities offered by this prospectus and
prior to the effectiveness of such registration statement and (ii) after the
date of this prospectus and before the end of the offering of the securities
pursuant to this prospectus:
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our Annual
Report on Form 10-K for the year ended December 31, 2008;
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our
Definitive Proxy Statement on Schedule 14A filed April 30, 2009;
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our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;
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our Current
Reports on Form 8-K filed February 13, February 20, and April 28, 2009; and
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the
description of our common stock contained in our Registration Statement on
Form 8-A, filed February 14, 2008, and any amendment or report updating that
description.
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Information in
this prospectus supersedes related information in the documents listed above,
and information in subsequently filed documents supersedes related information
in both this prospectus and the incorporated documents.
We will
promptly provide, without charge to you, upon written or oral request, a copy
of any or all of the documents incorporated by reference in this prospectus,
other than exhibits to those documents, unless the exhibits are specifically
incorporated by reference in those documents. Requests should be directed to:
Investor Relations
MAKO Surgical Corp.
2555 Davie Road
Fort Lauderdale, FL 33317
(954) 927-2044
investorrelations@makosurgical.com
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You can also
find these filings on our website at www.makosurgical.com. We are not
incorporating the information on our website other than these filings into this
prospectus.
P
LAN OF DISTRIBUTION
We may sell
our securities in any one or more of the following ways from time to time: (i)
through agents; (ii) to or through underwriters; (iii) through brokers or
dealers; (iv) directly by us to purchasers, including through a specific
bidding, auction or other process; or (v) through a combination of any of these
methods of sale. The applicable prospectus supplement and/or other offering
material will contain the terms of the transaction, name or names of any
underwriters, dealers, agents and the respective amounts of securities
underwritten or purchased by them, the initial public offering price of the
securities, and the applicable agent’s commission, dealer’s purchase price or
underwriter’s discount. Any dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and compensation received
by them on resale of the securities may be deemed to be underwriting discounts.
Any initial
offering price, dealer purchase price, discount or commission may be changed
from time to time.
The securities
may be distributed from time to time in one or more transactions, at negotiated
prices, at a fixed price or fixed prices (that may be subject to change), at
market prices prevailing at the time of sale, at various prices determined at
the time of sale or at prices related to prevailing market prices.
Offers to
purchase securities may be solicited directly by us or by agents designated by
us from time to time. Any such agent may be deemed to be an underwriter, as
that term is defined in the Securities Act, of the securities so offered and
sold.
If
underwriters are utilized in the sale of any securities in respect of which
this prospectus is being delivered, such securities will be acquired by the
underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at fixed public
offering prices or at varying prices determined by the underwriters at the time
of sale. Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
underwriters. If any underwriter or underwriters are utilized in the sale of
securities, unless otherwise indicated in the applicable prospectus supplement
and/or other offering material, the obligations of the underwriters are subject
to certain conditions precedent, and that the underwriters will be obligated to
purchase all such securities if any are purchased.
If a dealer is
utilized in the sale of the securities in respect of which this prospectus is
delivered, we will sell such securities to the dealer, as principal. The dealer
may then resell such securities to the public at varying prices to be
determined by such dealer at the time of resale. Transactions through brokers
or dealers may include block trades in which brokers or dealers will attempt to
sell shares as agent but may position and resell as principal to facilitate the
transaction or in crosses, in which the same broker or dealer acts as agent on
both sides of the trade. Any such dealer may be deemed to be an underwriter, as
such term is defined in the Securities Act, of the securities so offered and
sold.
Offers to
purchase securities may be solicited directly by us and the sale thereof may be
made by us or any selling stockholder directly to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof.
If so
indicated in the applicable prospectus supplement and/or other offering
material, we may authorize agents and underwriters to solicit offers by certain
institutions to purchase securities from us at the public offering price set
forth in the applicable prospectus supplement and/or other offering material pursuant
to delayed delivery contracts providing for payment and delivery on the date or
dates stated
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in the
applicable prospectus supplement and/or other offering material. Such delayed
delivery contracts will be subject only to those conditions set forth in the
applicable prospectus supplement and/or other offering material.
Agents,
underwriters and dealers may be entitled under relevant agreements with us to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
agents, underwriters and dealers may be required to make in respect thereof.
The terms and conditions of any indemnification or contribution will be
described in the applicable prospectus supplement and/or other offering
material.
We may also
sell shares of our common stock through various arrangements involving
mandatorily or optionally exchangeable securities, and this prospectus may be
delivered in connection with those sales.
We may enter
into derivative, sale or forward sale transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement and/or other
offering material indicates, in connection with those transactions, the third
parties may sell securities covered by this prospectus and the applicable
prospectus supplement and/or other offering material, including in short sale
transactions and by issuing securities not covered by this prospectus but
convertible into, or exchangeable for or representing beneficial interests in
such securities covered by this prospectus, or the return of which is derived
in whole or in part from the value of such securities. The third parties may
use securities received under derivative, sale or forward sale transactions, or
securities pledged by us or borrowed from us or others to settle those sales or
to close out any related open borrowings of stock, and may use securities
received from us in settlement of those transactions to close out any related
open borrowings of stock. The third party in such sale transactions will be an
underwriter and will be identified in the applicable prospectus supplement (or
a post-effective amendment) and/or other offering material.
Underwriters,
broker-dealers or agents may receive compensation in the form of commissions,
discounts or concessions from us. Underwriters, broker-dealers or agents may
also receive compensation from the purchasers of shares for whom they act as
agents or to whom they sell as principals, or both. Compensation as to a
particular underwriter, broker-dealer or agent might be in excess of customary
commissions and will be in amounts to be negotiated in connection with
transactions involving shares. In effecting sales, broker-dealers engaged by us
or any selling stockholder may arrange for other broker-dealers to participate
in the resales.
Each series of
securities will be a new issue and, other than the common stock, which is
listed on the NASDAQ Global Market, will have no established trading market. We
may elect to list any series of securities on an exchange, and in the case of
the common stock, on any additional exchange, but, unless otherwise specified
in the applicable prospectus supplement and/or other offering material, we
shall not be obligated to do so. No assurance can be given as to the liquidity
of the trading market for any of the securities.
Agents,
underwriters and dealers may engage in transactions with, or perform services
for us and our respective subsidiaries in the ordinary course of business.
Any
underwriter may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance with Regulation M under
the Securities Exchange Act of 1934. Overallotment involves sales in excess of
the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short covering transactions involve
purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased
20
in a covering
transaction to cover short positions. Those activities may cause the price of
the securities to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time. An underwriter
may carry out these transactions on the NASDAQ Global Market, in the
over-the-counter market or otherwise.
The place and
time of delivery for securities will be set forth in the accompanying
prospectus supplement and/or other offering material for such securities.
L
EGAL MATTERS
The validity
of the securities offered by this prospectus will be passed upon for us by
Foley & Lardner LLP. The validity of the securities offered by this
prospectus will be passed upon for any underwriters or agents by counsel named
in the applicable prospectus supplement. The opinions of Foley & Lardner
LLP and counsel for any underwriters or agents may be conditioned upon and may
be subject to assumptions regarding future action required to be taken by us
and any underwriters, dealers or agents in connection with the issuance of any
securities. The opinions of Foley & Lardner LLP and counsel for any
underwriters or agents may be subject to other conditions and assumptions, as
indicated in the prospectus supplement.
E
XPERTS
The financial
statements of MAKO Surgical Corp. appearing in MAKO Surgical Corp.’s Annual
Report on Form 10-K for the year ended December 31, 2008 have been audited by
Ernst & Young LLP, an independent registered public accounting firm, as
stated in their report thereon, included therein, and incorporated herein by
reference. Such financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein by
reference in reliance upon the report of Ernst & Young LLP pertaining to
such financial statements (to the extent covered by consents filed with the
SEC) given on the authority of such firm as experts in accounting and auditing.
21
7,000,000
Shares
MAKO SURGICAL
CORP.
Common Stock
Sole Book-Running Manager
Piper Jaffray
Leerink Swann
August 14, 2009
Mako Surgical Corp. (MM) (NASDAQ:MAKO)
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