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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14d-101)
AMENDMENT NO. 2
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CARDIAC PATHWAYS CORPORATION
(NAME OF SUBJECT COMPANY)
CARDIAC PATHWAYS CORPORATION
(NAME OF PERSON(s) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
141408 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
995 BENECIA AVENUE
SUNNYVALE, CA 94085
(408) 737-0505
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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THOMAS M. PRESCOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARDIAC PATHWAYS CORPORATION
995 BENECIA AVENUE
SUNNYVALE, CA 94085
(408) 737-0505
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(s)
FILING STATEMENT))
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Copies to:
CHRIS F. FENNELL, ESQ.
MICHAEL S. DORF, ESQ.
CHRISTIAN E. MONTEGUT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") of
Cardiac Pathways Corporation (the "Company") filed with the Securities and
Exchange Commission on July 10, 2001, as amended on August 1, 2001.
Capitalized terms used but not otherwise defined herein have the
meanings ascribed to such terms in the Statement.
ANNEX A
Annex A is hereby amended and supplemented by adding the following
paragraph at the end of the section entitled "Rights to Designate Directors and
Purchaser Designees":
"On August 6, 2001, Purchaser notified the Company that Lawrence
C. Best, Lawrence J. Knopf, Paul A. LaViolette and Paul W. Sandman would
be the Purchaser Designees to the Cardiac Pathways Board. Pursuant to
the Merger Agreement, following the consummation of the Offer, the
Cardiac Pathways Board: (A) accepted the resignations of William N.
Starling, Mark J. Brooks and Thomas M. Prescott, (B) increased the size
of the Cardiac Pathways Board to six (6) members, and (C) at the request
of Purchase, appointed Lawrence C. Best, Lawrence J. Knopf, Paul A.
LaViolette and Paul W. Sandman as Directors to fill the vacancies
created by the resignations and the newly created seat on the Cardiac
Pathways Board."
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SIGNATURE
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: August 7, 2001
Cardiac Pathways Corporation
By: /s/ Thomas M. Prescott
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Name: Thomas M. Prescott
Title: President and Chief Executive
Officer
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