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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K/A
 
[ X ]    AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
                  FOR THE FISCAL YEAR ENDED JUNE 30, 1996, OR
 
[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
         FOR THE TRANSITION PERIOD FROM                  TO                  .
 
                        Commission file number: 0-28448
 
                       GENERAL SURGICAL INNOVATIONS, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                              <C>
          CALIFORNIA                97-3170244
 (State or other jurisdiction    (I.R.S. Employer
              of                  Identification
incorporation or organization)         No.)
</TABLE>
 
                       10460 BUBB ROAD, CUPERTINO, CA 95014
                    (Address of principal executive offices)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 863-2500
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.001
                                   PAR VALUE
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES _X_  NO__
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
 
    The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $45,519,450 as of August 30, 1996, based upon the
closing sale price on The Nasdaq National Market reported for such date. Shares
of Common Stock held by each officer and director and by each person who owns 5%
of more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
 
    There were 13,171,530 shares of Registrant's Common Stock issued and
outstanding as of September 1, 1996.
                            ------------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of the Proxy Statement of the Registrant for the 1996 Annual
Meeting of Shareholders are incorporated in Part III of this Form 10-K.
 
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     The undersigned Registrant hereby amends the following exhibit to the 
Annual Report on Form 10-K for the fiscal year ended June 30, 1996, as set 
forth below:

     At the Commission's request, the Registrant is refiling Exhibit 10.19 in 
accordance with the Commission's granting of an order for confidential 
treatment of certain portions of Exhibit 10.19.

                                        2

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                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
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                                                                                                                         PAGE
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<S>        <C>        <C>                                                                                              <C>
(a)        (1)        Consolidated Financial Statements:.............................................................
 
                      Report of Independent Accountants..............................................................         48
 
                      Consolidated Balance Sheets....................................................................         49
 
                      Consolidated Statements of Operations..........................................................         50
 
                      Consolidated Statements of Shareholders' Equity (Deficit)......................................         
 
                      Consolidated Statements of Cash Flows..........................................................         52
 
                      Notes to Consolidated Financial Statements.....................................................         53
 
           (2)        Financial Statement Schedules:.................................................................
 
                      Independent Accountants' Report on Schedule....................................................        S-1
                      II-Valuation and Qualifying Accounts...........................................................        S-2
 
           All other schedules are omitted because they are not applicable or the required information is shown in
           the consolidated financial statements or notes thereto.
 
           (3)        Exhibits included herein (numbered in accordance with Item 601 of Regulation S-K):.............
</TABLE>
 
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER    DESCRIPTION
----------  --------------------------------------------------------------------------------------------------------
<C>         <S>
      3.2   Amended and Restated Articles of Incorporation of Registrant. (1)
      3.4   By-laws of Registrant, as amended. (1)
     10.1   Form of Indemnification Agreement. (1)
     10.2   1992 Stock Option Plan and form of Agreement. (1)
     10.3   1996 Employee Stock Purchase Plan and form of Subscription Agreement. (1)
     10.4   1995 Directors' Stock Option Plan and form of Option Agreement. (1)
     10.5   Third Amended and Restated Registration Rights Agreement among the Company and certain security holders
              of the Company dated as of March 21, 1996. (1)
     10.6   Commercial Security Agreement and Promissory Note dated as of December 15, 1994 between Silicon Valley
              Bank and the Company. (1)
     10.7   Sublease dated July 13, 1994, Sublease Amendment dated November 4, 1995 and Sublease Second Amendment
              dated March 15, 1996 between the Company and CV Therapeutics, Inc. (1)
     10.8   Agreement and Plan of Reorganization dated as of October 1, 1995, by and among the Company, General
              Surgical Acquisition Corporation and Adjacent Surgical, Inc. (1)(2)
     10.9   Merger Agreement dated February 12, 1996 by and among Adjacent Surgical, Inc., Thomas J. Fogarty,
              Fogarty Engineering and the Company. (1)
     10.10  Exclusive License Agreement dated as of February 12, 1996 by and among Adjacent Surgical, Inc., Thomas
              J. Fogarty, Fogarty Engineering and the Company. (1)(2)
     10.11  Assignment Agreement dated as of March 9, 1995 between Apogee Medical Products, Inc., and the Company.
              (1)(2)
     10.12  Hernia Repair Device Agreement dated as of April 29, 1992 by and among Maciej Kieturakis, Thomas J.
              Fogarty and the Registrant, as amended on April 18, 1995. (1)(2)
     10.13  Distributorship Agreement dated as of March 9, 1994 between the Registrant and United States Surgical
              Corporation, as amended on March 25, 1994 and August 2, 1994. (1)(2)
     10.14  Professional Services Agreement dated June 16, 1992 between the Company and Thomas J. Fogarty. (1)
</TABLE>
 
                                       3
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<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER    DESCRIPTION
----------  --------------------------------------------------------------------------------------------------------
<C>         <S>
     10.15  Professional Services Agreement dated June 16, 1992 between the Company and Mark A. Wan. (1)
     10.16  Bill of Sale and Instrument of Assignment and Grantback License Agreement dated June 16, 1992 between
              the Company and Thomas J. Fogarty. (1)
     10.17  Bill of Sale and Instrument of Assignment dated June 16, 1992, between the Company and Mark Wan. (1)
     10.18  Loan Modification Agreement dated as of March 25, 1996, by and between the Company and Silicon Valley
              Bank. (1)
     10.19  Agreement dated as of June 28, 1996 between Ethicon Endo-Surgery, Inc. and the Company. (3)
     11.1   Computation of Net Loss Per Share. (4)
     24.1   Power of Attorney (see page 32). (4)
</TABLE>
 
(b) Reports on Form 8-K: None.
 
------------------------
 
(1) Incorporated by reference to identically numbered exhibits filed in response
    to Item 16(a), "Exhibits," of the Registrant's Registration Statement on
    Form S-1 and Amendments thereto (File No. 333-2774), which became effective
    on May 9, 1996.
 
(2) Confidential treatment granted by order effective May 9, 1996.
 
(3) Confidential treatment granted by Commission on April 17, 1997.
 
(4) Incorporated by reference to identically numbered exhibits filed in 
    response to Item 14(a), "Exhibits," of the Registrant's Annual Report on 
    Form 10-K for the year ended June 30, 1996, filed with the Commission on 
    September 30, 1996.

                                       4

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                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this 
Report on Form 10-K/A to be signed on its behalf by the undersigned, 
thereunto duly authorized.
 
                                GENERAL SURGICAL INNOVATIONS, INC
 
                                By:            /s/ STEPHEN J. BONELLI
                                     -----------------------------------------
                                                 Stephen J. Bonelli
                                        CHIEF FINANCIAL OFFICER AND VICE 
                                               PRESIDENT OF FINANCE
 
Date: May 28, 1997
 
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