-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJ8judjqvrzNU3HVBSFJlHC4xbkmFskEiDcniT5cGH9B1UdxXKnVO3NoqYSMUv8h xu+CSDJjan8JA9wx8B5DWA== 0000097745-02-000018.txt : 20020415 0000097745-02-000018.hdr.sgml : 20020415 ACCESSION NUMBER: 0000097745-02-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THORATEC CORP CENTRAL INDEX KEY: 0000350907 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942340464 STATE OF INCORPORATION: CA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32553 FILM NUMBER: 02598105 BUSINESS ADDRESS: STREET 1: 6035 STONERIDGE DR CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9258478600 MAIL ADDRESS: STREET 1: 6035 STONERIDGE DR CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: THORATEC CARDIOSYSTEMS INC DATE OF NAME CHANGE: 20010220 FORMER COMPANY: FORMER CONFORMED NAME: THORATEC LABORATORIES CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 thor13d3.txt SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- 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) (Amendment No. 3) Thoratec Corporation --------------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 885175 30 7 --------------------------- (CUSIP Number) Seth H. Hoogasian, Esq. General Counsel (781) 622-1000 Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02454-9046 --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2002 --------------------------- (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) - ------------------------- --------------------------------- CUSIP NO. 885175 30 7 13D Page 2 of 6 Pages - ------------------------- --------------------------------- - -------- ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thermo Electron Corporation 04-2209186 - -------- ----------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------- ----------------------------------------------------------------------- 3. SEC USE ONLY - -------- ----------------------------------------------------------------------- 4. SOURCE OF FUNDS* SC - -------- ----------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ? - -------- ----------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ---------------------------- -------- ------------------------------------------ NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 4,953,765 REPORTING PERSON WITH -------- ------------------------------------------ 8. SHARED VOTING POWER 2,731,779 -------- ------------------------------------------ 9. SOLE DISPOSITIVE POWER 7,685,544 -------- ------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - ---------------------------- -------- ------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,685,544 - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ---------- --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Thermo Electron Corporation, a Delaware corporation ("the "Reporting Person"), hereby amends its statement on Schedule 13D relating to 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"). ITEM 2. Identity and Background. Item 2 is hereby amended and restated as follows: This Amendment is being filed by the Reporting Person pursuant to Rule 13d-2 to reflect the change of information previously reported under Item 5 of its Schedule 13D, as amended. 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 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date of this Amendment, the Reporting Person owns 7,685,544 shares of Common Stock which represents 13.4% of the outstanding Common Stock of the Company, based upon the total Common Stock outstanding as reported on the (Page 3 of 6) Company's Annual Report on Form 10-K for the year ended December 29, 2001. Of the 7,685,544 shares of Common Stock currently owned by the Reporting Person, 24,047 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. 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. On February 15, 2002, the Reporting Person completed the sale of 6,875,000 shares of Common Stock to Lehman Brothers, Inc., as representative of several underwriters, pursuant to an Underwriting Agreement dated February 12, 2002. The Reporting Person received gross proceeds of $105,050,000 or $15.28 per share. In connection with this transaction, the Company and the Reporting Person agreed that (i) the restrictions on resale contained in the Shareholder Agreement dated as of October 3, 2000 between the Company and the Reporting Person would not apply to the sale of the shares of Common Stock by the Reporting Person; and (ii) the Registration Rights Agreement dated as of October 3, 2000 between the Company and the Reporting Person be amended to eliminate the Company's obligation to register 4,828,240 shares of Common Stock held by the Reporting Person on or before February 14, 2002. In connection with the Company's redemption on March 11, 2002 of its 4 3/4% Convertible Subordinated Debentures (the "Debentures"), the Company redeemed $1,500,000 principal amount of Debentures held by the Reporting Person. These Debentures were convertible into 39,869 shares of 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 (Page 4 of 6) to, Federal or State securities laws or finding any violation with respect to such laws. (c) Except as described below 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. (Page 5 of 6) 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: April 1, 2002 THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi ---------------------------------------- Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer (Page 6 of 6) 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
- -------------------------------------- ---------------------------------------- --------------------------------------------- Beneficial Ownership of Shares of the Company Common Stock - -------------------------------------- ------------- ----------------- ------------- Shares Underlying Options Exercisable Total Name/Present Principal Shares Held Prior to April Beneficial Occupation or Employment Business Address Outright 1, 2002 Ownership - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Peter O. Crisp 0 0 0 Vice Chairman of Rockefeller Financial Services, Inc. - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Frank Jungers 822 NW Murrray Private consultant on business and Suite 242 0 835 835 energy matters. Portland, Oregon 97229 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- John L. LaMattina Pfizer, Inc. Executive Vice President of Pfizer 50 Pequot Avenue 0 0 0 Global Research and Development New London, Connecticut 06230 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Jim P. Manzi Chairman of Stonegate Capital. 0 0 0 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Robert A. McCabe Pilot Capital Corporation 9,393 835 10,228 Chairman of Pilot Capital 444 Madison Avenue Corporation. Suite 2103 New York, New York 10022 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Robert W. O'Leary 0 0 0 Chairman and Chief Executive Officer of The Sagamore Group. - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Hutham S. Olayan Olayan America Corporation President and a director of Olayan 505 Park Avenue 0 835 835 America Corporation. Suite 1100 New York, New York 10022 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Michael E. Porter Harvard Business School Bishop William Lawrence Soldiers Field Road 0 0 0 University Professor at Boston, Massachusetts 02163 Harvard Business School. - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Elaine S. Ullian Boston Medical Center President and Chief Executive Talbot 1 0 0 0 Officer of Boston Medical Center. One Boston Medical Center Place Boston, Massachusetts 02118 - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Richard F. Syron Chief Executive Officer and Chairman 0 0 0 of the Board of Thermo Electron - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Marijn E. Dekkers(1) 0 0 0 President, Chief Operating Officer and Director of Thermo Electron - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- (1) Mr. Dekkers is a citizen of The Netherlands (Page I - 1) Executive Officers Who are Not Directors No person is a controlling stockholder of Thermo Electron. - -------------------------------------- ---------------------------------------- --------------------------------------------- Beneficial Ownership of Shares of the Company Common Stock - -------------------------------------- --------------------------------------------- ------------- ----------------- ------------- Name/Present Principal Business Address Shares Held Shares Total Underlying Options Exercisable Prior to April Beneficial Occupation or Employment Outright 1, 2002 Ownership - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Theo Melas-Kyriazi(2) 2,960 16,700 19,660 Vice President and Chief Financial Officer of Thermo Electron - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Guy Broadbent(3) 0 0 0 Vice President of Thermo Electron, President, Optical Technologies - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Barry S. Howe 0 0 0 Vice President of Thermo Electron, President, Measurement and Control - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Marc Casper 0 0 0 Vice President of Thermo Electron, President, Life Sciences - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Seth H. Hoogasian 0 0 0 Vice President, General Counsel and Secretary of Thermo Electron - -------------------------------------- ---------------------------------------- ------------- ----------------- ------------- Peter E. Hornstra 0 0 0 Corporate Controller and Chief Accounting Officer of Thermo Electron - ------------------------------------------------------------------------------- ------------- ----------------- ------------- All directors and current executive officers as a group 12,353 19,205 31,558 - ------------------------------------------------------------------------------- ------------- ----------------- -------------
(2) Mr. Melas-Kyriazi is a citizen of Greece. (3) Mr. Broadbent is a citizen of the United Kingdom. (Page I -2) -----END PRIVACY-ENHANCED MESSAGE-----