SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
Thoratec Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
885175 30 7
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(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP NO. 885175 30 7 13D Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
04-2209186
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 16,686,555
OWNED BY EACH
REPORTING PERSON
WITH
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8. SHARED VOTING POWER
2,731,779
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9. SOLE DISPOSITIVE POWER
19,418,334
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,418,334
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security of the Issuer.
The securities to which this statement relates are the common stock, no par
value per share (the "Common Stock"), of Thoratec Corporation (formerly known as
Thoratec Laboratories Corporation), a California corporation (the "Company").
The principal executive offices of the Company are located at 6035 Stoneridge
Drive, Pleasanton, California 94588.
ITEM 2. Identity and Background.
This statement is being filed by Thermo Electron Corporation, a Delaware
corporation ("Thermo Electron"). Thermo Electron is sometimes referred to herein
as the "Reporting Person."
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02454-9046.
The Reporting Person is a leading provider of analytical and monitoring
instruments used in a broad range of applications, from life sciences research
to telecommunications to food, drug, and beverage production.
Appendix A attached to hereto sets forth with respect to each executive
officer and director of the reporting Person the following information:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(d) citizenship.
To the knowledge of the Reporting Person, there is no person who may be deemed
to be a controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer of director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Common Stock acquired by the Reporting Person was acquired on February
14, 2001, in connection with the merger (the "Merger") of Lightning Acquisition
Corp., a Massachusetts corporation and wholly owned subsidiary of the Company
("Merger Sub"), with and into Thermo Cardiosystems Inc., a Massachusetts
corporation ("Cardiosystems"), pursuant to that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of October 3, 2000, by and among the
Company, Merger Sub, Cardiosystems and the Reporting Person. The Merger
Agreement is filed as Exhibit 99.1 hereto. Prior to the Merger, the Reporting
Person was the majority stockholder of Cardiosystems.
Pursuant to the terms of the Merger Agreement, each outstanding share of
Cardiosystems common stock was converted into the right to receive 0.835 shares
of Common Stock of the Company. Accordingly, the outstanding shares of
Cardiosystems common stock owned by the Reporting Person were converted into the
number of shares of Common Stock of the Company acquired by the Reporting Person
on February 14, 2001.
ITEM 4. Purpose of Transactions.
The following is a summary of the principal terms of the transaction. This
summary is qualified in its entirety by reference to the definitive agreements
referred to herein and filed as exhibits hereto.
The Merger Agreement was entered into by the Company, Merger Sub,
Cardiosystems and the Reporting Person as of October 3, 2000. The closing of the
Merger occurred on February 14, 2001. In connection with the Merger, the former
stockholders of Cardiosystems received, in the aggregate, 32,213,812 shares of
Common Stock of the Company.
In connection with the Merger Agreement, and as a condition to the
consummation of the Merger, the Company and the Reporting Person entered into
(i) a Shareholder Agreement, dated October 3, 2000 (the "Shareholder
Agreement"), which is attached hereto as Exhibit 99.2 and (ii) a Registration
Rights Agreement, dated October 3, 2000 (the "Registration Rights Agreement"),
which is attached hereto as Exhibit 99.3.
Pursuant to the Shareholder Agreement, the Company agreed that, following
the Merger, as long as the Reporting Person beneficially owns voting securities
of the Company representing at least 10% of the voting power of all of the
Company's voting securities outstanding, the Company will take all necessary
action to cause a nominee of the Reporting Person to be elected to the Company's
board of directors. The Reporting Person has designated its Chief Financial
Officer, Theo Melas-Kyriazi, to serve as its initial representative on the
Company's board of directors. Additionally, the Reporting Person agreed that, so
long as it beneficially owns voting securities of the Company representing at
least 5% of the voting power of all of the Company's voting securities
outstanding, the Reporting Person will not (i) acquire any voting securities of
the Company without prior consent of the board of directors of the Company, (ii)
sell or otherwise transfer any shares of Common Stock of the Company received in
the Merger prior to the date four months following the consummation of the
Merger, (iii) sell or otherwise transfer more than 25% of the shares of Common
Stock of the Company received in the Merger prior to the first anniversary of
the consummation of the Merger, (iv) sell or otherwise transfer more than 50% of
the shares of Common Stock of the Company received in the Merger prior to the
date eighteen months following the consummation of the Merger, or (v) sell or
transfer any shares of Common Stock of the Company in privately negotiated
transactions if, after giving effect to such transactions, the transferee would
own securities of the Company representing more than 10% of the voting power of
all of the Company's voting securities outstanding. The Reporting Person also
agreed that, with respect to the Common Stock of the Company it received in the
Merger, it will (i) cause such shares of Common Stock to appear or otherwise be
counted as present for purposes of establishing a quorum at any shareholder
meeting of the Company and (ii) provide the Company's management with a proxy or
consent to vote such shares of Common Stock owned by the Reporting Person, but
not more than a number of shares representing 5% of the voting power of
securities of the Company outstanding at the closing of the Merger.
Pursuant to the terms of the Registration Rights Agreement, the Company
agreed to (i) file with the Securities and Exchange Commission (the "SEC") and
use its reasonable best efforts to cause to become effective an `evergreen' or
`shelf' registration statement registering for resale by the Reporting Person
the Common Stock of the Company received by the Reporting Person in the Merger,
(ii) file a registration statement, or a post-effective amendment to the shelf
registration statement, for an underwritten offering of the shares of Common
Stock of the Company received by the Reporting Person in the Merger at various
times, and (iii) provide the Reporting Person the right to include the shares of
Common Stock of the Company received by the Reporting Person in the Merger in
any registration statement filed by the Company with the SEC, other than
registration statements relating to employee plans and acquisitions. The timing
of the effectiveness of the `shelf' registrations corresponds to the timing of
the lapse of the transfer restrictions under the Shareholder Agreement
applicable to the shares of Common Stock of the Company received by the
Reporting Person in the Merger.
Additionally, the Reporting Person has granted certain officers, directors
and employees of the Reporting Person options to purchase a total of 68,000
shares of Cardiosystems common stock owned by Thermo Electron before the Merger.
Those officers, directors and employees are entitled to have the Company
register the shares of Common Stock of the Company into which those
Cardiosystems shares were converted in the Merger.
Immediately prior to the consummation of the Merger, Cardiosystems had
$54.9 million of 4 3/4% Subordinated Convertible Debentures due 2004 (the "4
3/4% Debentures") outstanding. The 4 3/4% Debentures were convertible into
shares of Cardiosystems common stock at a price of $31.415 per share of
Cardiosystems common stock. Following the consummation of the Merger, the 4 3/4%
Debentures remain obligations of Cardiosystems, but are convertible into shares
of Common Stock of the Company, at a conversion price of $37.623 per share,
which is $31.415 divided by the 0.835 merger exchange ratio.
Additionally, the 4 3/4% Debentures are guaranteed by the Reporting
Person, which guarantee remains in effect after the Merger. Cardiosystems has
agreed to reimburse the Reporting Person for any payments made by the Reporting
Person under such guarantee. Pursuant to the terms of the Merger Agreement, the
Company has obtained a standby letter of credit in the amount of $45 million to
support the repayment of the 4 3/4% Debentures and to reduce the prospect that
the Reporting Person will be required to pay any amount under its guarantee of
the 4 3/4% Debentures.
As previously announced in January 2000, the Reporting Person has initiated
a restructuring, of which the Merger is a component, to focus on its core
instruments business. Accordingly, the Reporting Person may consummate the sale
of shares of Common Stock from time to time in accordance with the Shareholder
and Registration Rights Agreements. Any such sales will be dependent upon then
current market conditions and other relevant considerations, and may be made on
the open market, in privately negotiated transactions or in one or more
underwritten offerings. Except as described in this Item 4, the Reporting Person
does not have any current plans or proposals that relate to or would result in
any of the events described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. Interest in Securities of the Issuer.
(a) As a result of the Merger, the Reporting Person is the beneficial
owner of 19,418,334 shares of Common Stock of the Company, representing
approximately 35.5% of the outstanding Common Stock of the Company. This
percentage amount reflects the 32,213,812 shares of Common Stock of the Company
issued in connection with the Merger, as disclosed by the Company in its
registration statement on Form S-4 (Commission File No. 333-49120). Of the
19,418,334 shares of Common Stock owned by the Reporting Person, (i) to the
knowledge of the Reporting Person, 65,506 shares of Common Stock are
beneficially owned by the other persons named in Item 2, (ii) 56,780 shares of
Common Stock are subject to options to acquire such shares granted by the
Reporting Person pursuant to its director and employee stock option plans, (iii)
39,869 shares of Common Stock are issuable upon the conversion by the Reporting
Person of $1,500,000 principal amount of the 4 3/4% Debentures held by it, and
(iv) Reporting Person has agreed to grant 16,700 shares of Common Stock to a
former officer of Cardiosystems pursuant to a transition agreement executed with
such former officer. Information with respect to the beneficial ownership of the
shares of Common Stock of the other persons named in Item 2 is set forth in
Appendix A. Except as set forth in this Item 5, to the best knowledge of the
Reporting Person, none of the parties named in Item 2 owns any of the Company's
Common Stock.
(b) With respect to 2,731,779 shares of Common Stock of the Company
beneficially owned by the Reporting Person, the Reporting Person shares the
power to vote all of such shares with the Company pursuant to the Shareholder
Agreement, as more fully described in Item 4 above. With respect to the
remainder of the shares of Common Stock of the Company beneficially owned by the
Reporting Person, the Reporting Person has the sole power to vote all such
shares. Subject to the terms of the Shareholder Agreement, as more fully
described in Item 4 above, the Reporting Person has the sole power to dispose of
the shares of Common Stock beneficially owned by it. With respect to the shares
of Common Stock of the Company beneficially owned by the other persons named in
Item 2, except as set forth in Appendix A, each such person has the sole power
to vote all of such shares and the sole power to dispose of all of such shares.
Item 1 sets forth the Company's name and state of incorporation along with
the address of its principal business and principal office. The Company's
principal business is the research, development, manufacturing and marketing of
medical devices for circulatory support and vascular graft applications. To the
best knowledge of the Reporting Person, during the last five years, the Company
(i) has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
(c) Except as described above in this Item 5 and in Item 4, which item is
incorporated herein by reference, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any person named in Appendix A beneficially
has effected any transactions in Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The responses to Item 3, Item 4, Item 5, the Merger Agreement, the
Shareholder Agreement and the Registration Rights Agreement are incorporated
herein by reference.
ITEM 7. Material to be Filed as Exhibits.
The following documents are filed as a Exhibits to this Schedule 13D.
Exhibit No. Description
99.1 Agreement and Plan of Merger, dated as of October 3, 2000, by and among
Thoratec Laboratories Corporation, Lightning Acquisition Corp., Thermo
Cardiosystems Inc. and Thermo Electron Corporation (1)
99.2 ShareholderAgreement, dated as of October 3, 2000, by and between Thoratec
Laboratories Corporation and Thermo Electron Corporation.
99.3 Registration Rights Agreement, dated as of October 3, 2000, by and between
Thoratec Laboratories Corporation and Thermo Electron Corporation.
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(1) Incorporated by reference from the Registration Statement on form S-4
(File No. 333-49120) of Thoratec Corporation.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 23, 2001 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and Chief Financial
Officer
APPENDIX A
Thermo Electron Corporation
The name, present principal occupation or employment and beneficial
ownership of shares of common stock of Thoratec Corporation (the "Company") of
each director and executive officer of Thermo Electron Corporation ("Thermo
Electron") is set forth below. Unless otherwise noted, all such individuals are
citizens of the United States. Unless otherwise noted, the business address of
each executive officer and director of Thermo Electron is 81 Wyman Street,
Waltham, Massachusetts 02454-9046.
Directors
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Beneficial Ownership of Shares
of the Company Common Stock
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Name/Present Principal Business Address Shares Shares Underlying Total
Occupation or Employment Held Outright Options Beneficial
Exercisable Prior Ownership
to April 15, 2001
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Samuel W. Bodman Cabot Corporation 0 0 0
Chairman and Chief 75 State Street
Executive Officer of Boston, Massachusetts
Cabot Corporation. 02109
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Peter O. Crisp 0 0 0
Vice Chairman of
Rockefeller Financial
Services, Inc.
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Elias P. Gyftopoulos Massachusetts Institute 11,192 3,131 14,324
Professor Emeritus of of Technology
the Massachusetts Room 24-109
Institute of 77 Massachusetts Avenue
Technology. Cambridge, Massachusetts
02139
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Frank Jungers 822 NW Murrray 10,229 835 11,064
Private consultant on Suite 242
business and energy Portland, Oregon 97229
matters.
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Jim P. Manzi 0 0 0
Currently involved in
number of technology
startup ventures,
primarily relating to
the Internet.
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Robert A. McCabe Pilot Capital Corporation 9,394 835 10,229
Chairman of Pilot 444 Madison Avenue
Capital Corporation. Suite 2103
New York, New York 10022
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Robert W. O'Leary PacifiCare Health Systems, Inc. 0 0 0
President and Chief 3120 Lake Center Drive
Executive Officer of Santa Ana, California 92704
PacifiCare Health
Systems Inc.
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Hutham S. Olayan Suite 1100 9,394 835 10,229
President and director 505 Park Avenue
of Olayan America New York, New York 10022
Corporation.
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Richard F. Syron 0 0 0
Chief Executive Officer
and Chairman of the
Board of Thermo Electron
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Marijn E. Dekkers(1) 0 0 0
President, Chief
Operating Officer and
Director of Thermo
Electron
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(1) Mr. Dekkers is a citizen of The Netherlands
Executive Officers Who are Not Directors
No person is a controlling stockholder of Thermo Electron.
Beneficial Ownership of Shares
of the Company Common Stock
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Name/Present Principal Business Address Shares Shares Underlying Total
Occupation or Employment Held Outright Options Beneficial
Exercisable Prior Ownership
to April 15, 2001
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Theo Melas-Kyriazi(2) 2,961 16,700 19,661
Vice President and
Chief Financial Officer
of Thermo Electron
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Guy Broadbent 0 0 0
Vice President, Optical
Technologies of Thermo
Electron
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Barry S. Howe 0 0 0
Vice President,
Measurement and Control
of Thermo Electron
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Colin Maddix 0 0 0
Vice President, Life
Sciences of Thermo
Electron
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Seth H. Hoogasian 0 0 0
Vice President and
General Counsel of
Thermo Electron
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Peter E. Hornstra 0 0 0
Corporate Controller
and Chief Accounting
Officer of Thermo
Electron
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All directors and current executive officers as a 43,170 22,336 65,506
group
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(2) Mr. Melas-Kyriazi is a citizen of Greece.