8-K

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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): May 5, 2003

EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-15525	36-4316614
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)
One Edwards Way, Irvine, California		92614
(Address of principal executive offices)		(Zip Code)
(949) 250-2500 Registrant's telephone number, including area code

Item 5.    Other Events

        On May 5, 2003, Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), issued a press release announcing its offering of $125 million of convertible senior debentures due 2033 (the "Debentures"), plus up to an additional $25 million of Debentures to cover over-allotments, if any, in a private placement (the "Offering"). In addition, the Company announced its intention to use approximately $25 million to $40 million of the net proceeds from the Offering to repurchase shares of its outstanding common stock concurrently with the Offering pursuant to a newly established common stock repurchase program. The Company announced that it intends to use the remaining net proceeds for general corporate purposes, which may include the purchase of additional shares of its common stock and the repayment of indebtedness. Attached hereto as Exhibit 99 is a copy of the press release.

        The press release includes forward-looking statements that involve risks and uncertainties, including those relating to whether or not the Company will offer the Debentures or consummate the Offering, relating to the anticipated terms of the Debentures and the Offering, relating to the anticipated use of the proceeds of the Offering, and relating to other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements are based on estimates and assumptions made by management of the Company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement to reflect future events or developments.

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

(c)

Exhibits.



99

Press release, dated May 5, 2003, Regarding Offer of $125 Million of Convertible Debentures Due 2033.

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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.

Date: May 5, 2003

EDWARDS LIFESCIENCES CORPORATION
By:	/s/  BRUCE P. GARREN Bruce P. Garren Corporate Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99	Press release, dated May 5, 2003, Regarding Offer of $125 Million of Convertible Debentures Due 2033.

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SIGNATURES
EXHIBIT INDEX

EX-99

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Exhibit 99

Edwards Lifesciences Corporation
One Edwards Way • Irvine, CA USA • 92614
Phone: 949.250.2500 • Fax: 949.250.2525
www.edwards.com

NEWS RELEASE

Investor Contact:	David K. Erickson, 949-250-6826
Media Contact:	Barry R. Liden, 949-250-5070

For Immediate Release

EDWARDS LIFESCIENCES TO OFFER $125 MILLION OF CONVERTIBLE DEBENTURES DUE 2033

• Proceeds To Be Used For Stock Repurchase Under New Repurchase
Program and Other General Corporate Purposes

IRVINE, Calif. May 5, 2003—Edwards Lifesciences Corporation (NYSE: EW) today announced that it intends to offer, subject to market conditions and other factors, $125 million of convertible senior debentures due 2033, plus up to an additional $25 million of convertible senior debentures due 2033 that may be issued to cover over-allotments. The debentures will be unsecured senior obligations of Edwards, will pay interest semi-annually and will be convertible into shares of Edwards' common stock, subject to conditions discussed below.

        If the offering is consummated, it is anticipated that Edwards will use approximately $25 million to $40 million of the net proceeds from the offering to repurchase shares of its outstanding common stock concurrently with the offering pursuant to a newly established common stock repurchase program. Under this new repurchase program, Edwards is authorized to purchase up to 2 million shares of its common stock. The actual amount of such net proceeds Edwards uses to repurchase shares of its common stock concurrently with the offering will depend upon market factors and may be more or less than the above amount. Edwards intends to use the remaining net proceeds for general corporate purposes, which may include the purchase of additional shares of its common stock and the repayment of indebtedness.

        Edwards may redeem the debentures at its option after a specified date in 2008 at a redemption price equal to par plus accrued interest, if any. Holders of the debentures will have the right to require Edwards to repurchase all or some of their debentures on specified dates in 2008, 2013 and 2018 at a price equal to par plus accrued interest, if any. This price is payable, in the case of any required repurchase in 2008, in cash or, in the case of any required repurchase in 2013 or 2018, in cash, shares of Edwards' common stock or a combination, at Edwards' option. Holders of the debentures will have the right to require Edwards to purchase all or some of their debentures at a purchase price equal to par plus accrued interest, if any, upon the occurrence of certain change of control events that occur prior to a specified date in 2008, payable in cash, shares of Edwards common stock or a combination, at Edwards' option.

        The debentures will be convertible into shares of Edwards' common stock, in whole or in part, only in the following circumstances: during any calendar quarter (beginning with a specified calendar quarter in 2003) if, as of the last day of the preceding calendar quarter, the last reported sale price (as defined in the Indenture under which the debentures will be issued) of common stock on at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of such immediately preceding calendar quarter exceeds 120% of the applicable conversion price on the last trading day of such immediately preceding calendar quarter; if the debentures have been called for redemption (in which case only the debentures called for redemption

may be converted); or upon the occurrence of specified corporate transactions. The conversion price will be subject to adjustment in certain circumstances.

        The debentures and the shares of common stock issuable upon conversion of the debentures have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933 and applicable state securities laws. Any offers of the debentures will be made exclusively by means of a private offering memorandum.

        This news release shall not constitute an offer to sell or a solicitation of an offer to buy the debentures or any shares of Edwards' common stock, nor shall there be any sale of the debentures in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

        This news release includes forward-looking statements that involve risks and uncertainties, including those relating to whether or not Edwards will offer the debentures or consummate the offering, relating to the anticipated terms of the debentures and the offering, relating to the anticipated use of the proceeds of the offering, and relating to other risks detailed in Edwards' filings with the Securities and Exchange Commission. These forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements.

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EDWARDS LIFESCIENCES TO OFFER $125 MILLION OF CONVERTIBLE DEBENTURES DUE 2033