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): July 24, 2008
HEARTWARE LIMITED
(Exact name of registrant as specified in its charter)
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| State of Victoria, Australia | | 000-52595 | | 98-0498958 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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Level 57
MLC Centre
19-29 Martin Place
Sydney NSW 2000
Australia
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| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:+61 2 9238 2064
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| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On July 24, 2008 (July 25, 2008 Australian Eastern Standard Time), Apple Tree Partners I., L.P. (“Apple Tree”) redeemed a convertible note issued by HeartWare Limited (the “Company”) on December 15, 2004 to Apple Tree in the principal amount of AU$1.42 million (US$1.4 million) plus accrued interest.
Apple Tree is the Company’s largest shareholder.
A copy of the announcement lodged with the Australian Securities Exchange (“ASX”) is attached as an exhibit.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 HeartWare Limited ASX Announcement, dated July 25, 2008
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.
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| | | HeartWare Limited
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| Date: July 24, 2008 | | By: | | /s/ David McIntyre |
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| | | | | Name: David McIntyre |
| | | | | Title: Chief Financial Officer |
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