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 23, 1999
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CARDIAC PATHWAYS CORPORATION
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(Exact Name of the Registrant as Specified in Its Charter)

Delaware
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(State or Other Jurisdiction of Incorporation)

000-28372 77-0278793
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(Commission File Number) (I.R.S. Employer Identification No.)

995 Benecia Avenue, Sunnyvale, California 94086
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(Address of Principal Executive Offices) (Zip Code)

(408) 737-0505
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(Registrant's Telephone Number, Including Area Code)

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(Former Name or Former Address, if Changed Since Last Report)

Item 1. Changes in Control of Registrant.

On July 23, 1999, Cardiac Pathways Corporation (the "Company") completed a
$32.0 million Series B Preferred Stock financing. The 32,000 shares of Series B
Preferred Stock are convertible at the option of the holders into 6.4 million
shares of the Company's Common Stock.

(a) Information Regarding the Change in Control

On May 21, 1999 we signed a definitive agreement with BankAmerica Ventures,
Morgan Stanley Dean Witter Venture Partners and certain other investors
(including Thomas J. Fogarty, M.D., one of our current directors, and the State
of Wisconsin Investment Board, a current stockholder) for the sale of
$31,500,000 of our series B convertible preferred stock. On July 20, 1999, our
stockholders approved the financing at a special meeting of stockholders. We
closed the financing on July 23, 1999. We issued 32,000 shares of series B
convertible preferred stock (pre-reverse split) at a purchase price of $1,000
per share and raised $32,000,000.

Dilutive impact of the financing on our existing stockholders

The financing was severely dilutive to our existing stockholders. The
following table summarizes the potential dilutive effect, for percentage
ownership purposes, of the financing on the Cardiac Pathways stockholders based
on outstanding share information as of June 4, 1999:

Shares Percentage
---------- ----------

Outstanding common stock as of June 4, 1999........... 10,038,578 23.9%
New common stock issuable upon conversion of
the series B convertible preferred stock.......... 32,000,000 76.1
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Total......................................... 42,038,578 100.0%
========== ======

This table does not give effect to the issuance of warrants to purchase 300
shares of series B convertible preferred stock (convertible into 300,000 shares
of common stock pre-reverse split) in connection with the interim funding
described below.

Board of directors after the financing

Our board of directors other than Thomas M. Prescott resigned effective
upon the closing of the financing. The remaining director, Mr. Prescott,
appointed Mark J. Brooks, Anchie Y. Kuo, M.D. and Fazle Husain, nominees of the
series B convertible preferred stockholders, and former director, chief
executive officer and president, William N. Starling, to fill the vacancies. Mr.
Starling was also appointed chairman of the board of directors. The consent of
the directors nominated by the series B convertible preferred stock will be
required to increase the number of directors above the number currently in
office.

Significant rights, preferences and privileges of the series B convertible
preferred stock

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The holders of series B convertible preferred stock are entitled to
significant rights, preferences and privileges as a result of their investment.

Each share of Series B convertible preferred stock is convertible into 200
shares (post-reverse split) of common stock. The conversion ratio of the series
B convertible stock are subject to adjustment for price based antidilution.

The series B convertible preferred stock are entitled to an 11% cumulative
dividend per year. The series B convertible preferred stock have a liquidation
preference equal to the initial purchase price plus accrued dividends upon the
occurrence of a liquidation, a merger or the sale of all or substantially all of
our stock or our assets. As a result of the liquidation preference, in the event
of a liquidation, merger or the sale of substantially all of our stock or
assets, the holders of series B convertible preferred stock will receive their
original purchase price plus any accrued dividends prior to any distribution to
the holders of common stock.

The series B convertible preferred stock is redeemable after May 31, 2004
at the request of a majority of the holders, subject to the approval of Cardiac
Pathways. If a redemption request is received but not approved by Cardiac
Pathways, the cumulative dividend rate payable on the series B convertible
preferred stock will increase by six percentage points for each year a
redemption does not occur.

The holders of the series B convertible preferred stock vote on all matters
presented to Cardiac Pathways stockholders on an as-converted to common stock
basis. In addition, the affirmative vote of holders of a majority of the series
B convertible preferred stock, voting as a separate class, will be required to:

1. Amend or repeal any provision, or add any provision to the Cardiac
Pathways' certificate of incorporation or bylaws which change the
rights of the series B convertible preferred stock;

2. Increase or decrease (other than by redemption or conversion) the
total number of authorized shares of preferred stock or common stock;

3. Authorize or issue, or obligate itself to issue, any other security,
including any other security convertible into or exercisable for any
security having a preference over, or being on a parity with, the
series B convertible preferred stock with respect to voting,
dividends, redemption or upon liquidation;

4. Issue any shares of common stock, other than

(a) shares of common stock issuable or issued to employees,
consultants or directors of Cardiac Pathways directly or pursuant
to a stock option plan or restricted stock plan approved by the
board of directors, including the representatives of the series B
convertible preferred stock;

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(b) shares of common stock issuable or issued upon conversion of the
series A participating preferred stock or series B convertible
preferred stock or as dividends or distributions on the series A
participating preferred stock or series B convertible preferred
stock;

(c) shares of common stock issuable or issued upon exercise of
warrants issued to banks, equipment lessors or other vendors,
where such common stock or warrants were approved by the board of
directors, including the representatives of the series B
convertible preferred stock; or

(d) shares of common stock issuable or issued as consideration for
business combinations or corporate partnering agreements approved
by the board of directors, including the representatives of the
series B convertible preferred stock.

5. Declare or pay any dividends on its common stock or redeem, purchase
or otherwise acquire (or pay into or set aside for a sinking fund for
such purpose) any share or shares of common stock; provided, however,
that this restriction shall not apply to the repurchase of shares of
common stock from employees, officers, directors, consultants or other
persons performing services for Cardiac Pathways or any subsidiary
pursuant to agreements under which Cardiac Pathways has the option to
repurchase such shares at cost or at cost upon the occurrence of
certain events, such as the termination of employment;

6. Sell, convey, or otherwise dispose of all or substantially all of its
property or business or merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary corporation) or
effect any transaction or series of related transactions in which more
than fifty percent (50%) of the voting power of this corporation is
disposed of;

7. Repurchase any series of preferred stock; or

8. Increase or decrease the size of the Cardiac Pathways board of
directors.

The holders of the series B convertible preferred stock have a right of
first offer with respect to future financings by Cardiac Pathways.

The holders of 45% of the then outstanding series B convertible preferred
stock will have the right to request that we register the shares of Cardiac
Pathways common stock into which the series B convertible preferred stock are
convertible after May 21, 2000. In addition, if we otherwise register shares of
Cardiac Pathways common stock, the holders of the series B convertible preferred
stock will be entitled to participate in the registration.

Interests of our officers, directors and stockholders in the financing

In connection with the financing, William N. Starling, Cardiac Pathways'
chairman, resigned as our president and chief executive officer. Mr. Starling,
unlike our other directors, was appointed to the Cardiac Pathways' board of
directors after the closing of the financing. Mr. Starling was also reappointed
as chairman of the post-financing board of directors. Cardiac Pathways, the
proposed

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holders of the series B convertible preferred stock and Mr. Starling have agreed
that for as long as Mr. Starling continues as a member of Cardiac Pathways'
board of directors, the options to purchase Cardiac Pathways common stock held
by Mr. Starling will continue to vest.

Thomas M. Prescott was appointed as Cardiac Pathways' president and chief
executive officer as of May 24, 1999. Mr. Prescott was appointed as a director
on July 20, 1999 pursuant to an agreement between Cardiac Pathways and the
investors in the financing. In addition, Mr. Prescott entered into an employment
agreement with Cardiac Pathways that among other things provides that Mr.
Prescott is entitled to an annual base salary of $225,000 and was granted
options to purchase 1,236,532 shares of Cardiac Pathways common stock at an
exercise price of $1.00 per share. One-fourth of Mr. Prescott's options will
vest on each anniversary of his employment over the new four years. In the event
Mr. Prescott is terminated without justifiable cause (as defined in the
employment agreement) during the first year of his employment, Mr. Prescott will
be entitled to acceleration of vesting as to 1/48th of such options for each
full month of employment. Mr. Prescott is also entitled to immediate vesting of
100% of his shares if a merger or other sale of Cardiac Pathways results in a
change in control of its voting stock and Mr. Prescott is involuntarily
terminated.

In addition to options to purchase Cardiac Pathways' common stock, Mr.
Prescott is entitled to the following:

o a $250,000 loan from Cardiac Pathways at a 7% interest rate to
purchase shares of the series B convertible preferred stock that is
payable in 12 quarterly installments commencing on the third
anniversary of the loan;

o relocation expenses;

o a one-time bonus of $75,000 payable by June 25, 1999;

o severance of 12 months of his then current monthly salary in the event
Mr. Prescott is terminated without justifiable cause (as such term is
defined in the employment agreement); and

o a bonus of up to 25% of his then current salary upon the attainment of
goals set by the board of directors for each fiscal year during which
Mr. Prescott remains Cardiac Pathways' chief executive officer.

Thomas J. Fogarty, M.D., a current director, purchased 500 shares of our
series B convertible preferred stock in the financing. The State of Wisconsin
Investment Board, our largest stockholder before the financing, purchased 6,000
shares of series B convertible preferred in the financing. The State of
Wisconsin Investment Board also provided a $600,000 bridge loan to Cardiac
Pathways that was secured, jointly with the other bridge loans, by substantially
all of our assets. We granted the State of Wisconsin Investment Board warrants
to purchase 60 shares of series B convertible preferred stock at a per share
exercise price that is initially $1,000 per share.

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(b) Information required by Item 403 of Regulation S-K--Security
Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the beneficial
ownership of common stock of Cardiac Pathways as of June 4, 1999 as to (i) each
person or entity who is known by Cardiac Pathways to own beneficially more than
5% of the outstanding shares of common stock; (ii) each director of Cardiac
Pathways; (iii) each of the executive officers listed in the Summary
Compensation Table included in Cardiac Pathways' definitive proxy statement
dated June 23, 1999 and (iv) all directors and executive officers of Cardiac
Pathways as a group. Except as otherwise noted, the stockholders named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them, subject to applicable community
property laws.

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Principal Stockholders

Common Stock Approximate Common Stock Approximate
Beneficially Percentage Beneficially Percentage
Owned Before Owned Before Owned After Owned After
Beneficial Owner Financing Financing(1) Financing Financing(2)
- ------------------------------------------ ------------ ------------ ------------ ------------

State of Wisconsin Investment Board(3).... 2,415,000 22.6% 7,815,000 18.8%
P.O. Box 7842
Madison, WI 53707

BankAmerica Ventures(4)................... 1,540,000 13.3 10,140,000 24.3
950 Tower Lane, Suite 700
Foster City, CA 94404

Entities affiliated with Morgan Stanley
Venture Partners(5)..................
221 Avenue of the Americas 1,100,000 9.9 10,100,000 24.3
New York, NY 10020

Nicholas Fund NV(6)....................... 834,000 8.3 834,000 2.0
P.O. Box 837
Curacao
Netherlands Antilles

Entities affiliated with Institutional
Venture Partners (7)................... 831,539 8.3 831,539 2.0
3000 Sand Hill Road, 2-290
Menlo Park, CA 94025

Capital Guardian Trust Company(8)......... 686,100 6.8 686,100 1.7
111000 Santa Monica Boulevard
Suite 1500
Los Angeles, CA 90025

Arrow International, Inc.(9).............. 614,334 6.1 614,334 1.5
P.O. Box 12888
3000 Bernville Road
Reading, PA 19612

Entities affiliated with Van Wagoner...... -- -- 5,000,000 12.0
Capital Management, Inc.
One Bush Street, Suite 1150
San Francisco, CA 94104

William N. Starling(10)................... 436,520 4.3 436,520 1.0
Thomas J. Fogarty, M.D.(11)............... 240,017 2.4 740,017 1.8
Joseph P. Ilvento, M.D.(12)............... 36,185 * 36,185 *
Michael L. Eagle(13)...................... 18,479 * 18,479 *
Glendon E. French......................... 4,721 * 4,721 *
Louis G. Lange, M.D....................... 4,450 * 4,450 *
Thomas M. Prescott........................ -- * -- *
G. Michael Latta(14)...................... 24,228 * 24,228 *
David W. Gryska........................... 33,264 * 33,264 *
Mark L. Pomeranz.......................... 78,003 * 78,003 *
Earle L. Canty............................ 66,667 * 66,667 *
Richard E. Riley(15)...................... 121,691 1.2 121,691 *
Debra S. Echt(16)......................... 86,811 * 86,811 *
All directors and current executive
officers as a group (12 persons)(17)... 1,028,793 9.8% 1,528,793 3.6%

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*Less than 1%

(1) Applicable percentage ownership is based on 10,038,578 shares of common
stock outstanding as of June 4, 1999 and 41,538,578 shares of common stock
(assuming the sale of 31,500,000 shares on an as-converted basis)
outstanding after giving effect to the financing, together with applicable
options or warrants for such stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and

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Exchange Commission, based on factors including voting and investment power
with respect to shares subject to the applicable community property laws.
Shares of common stock subject to options or warrants currently exercisable
or exercisable within 60 days after June 4, 1999 are deemed outstanding for
computing the percentage ownership of the person holding such options, but
are not deemed outstanding for computing the percentage of any other
person.

(2) Applicable percentage ownership is based on the beneficial ownership as
defined in (1) above together with the shares of common stock issuable on
an as-converted basis in connection with the issuance of 31,500 shares of
series B convertible preferred stock.

(3) The State of Wisconsin Investment Board (the "SWIB"). The SWIB is a
government agency, which manages public pension funds and has sole
dispositive and voting power over 1,755,000 shares of Cardiac Pathways'
common stock. Also includes 600,000 shares of common stock issuable upon
conversion of series B preferred stock that is issuable upon conversion of
a $600,000 bridge loan (assuming approval of the issuance of the series B
preferred stock by the Cardiac Pathways stockholders). Also includes the
exercise of warrants to purchase 60 shares of Series B preferred and the
conversion of such shares into 60,000 shares of common stock.

(4) Includes 1,400,000 shares of common stock issuable upon conversion of
series B convertible preferred stock (assuming approval of the issuance of
the series B preferred by the Cardiac Pathways stockholders). Such series B
convertible preferred stock is issuable upon the conversion of a $1,400,000
bridge loan. Also includes warrants convertible into 140,000 shares of
common stock.

(5) Includes 1,000,000 shares of common stock issuable upon conversion of
series B convertible preferred stock (assuming approval of the issuance of
the series B preferred by the Cardiac Pathways stockholders). Such series B
convertible preferred stock is issuable upon the conversion of a $1,000,000
bridge loan. Also includes warrants convertible into 100,000 shares of
common stock.

(6) Reflects ownership as reported on Schedule 13G dated March 26, 1999 with
the Commission by Nicholas Fund NV. Nicholas Fund NV and Atlantic Capital
Management Limited, its investment advisor, have shared voting and
dispositive power over 834,000 shares of Cardiac Pathways' common stock.

(7) Reflects ownership as reported on Schedule 13G dated June 23, 1997 filed
with the Commission by Institutional Venture Partners V ("IVP V"), a
venture capital fund; Institutional Venture Management V ("IVPM V"); the
general partner of IVP V, Institutional Venture Partners VII ("IVP VII"), a
venture capital fund; Institutional Venture Management VII ("IVPM VII"),
the general partner of IVP VII; IVP Founders Fund I ("Founders"), a venture
capital fund; Institutional Venture Management VI ("IVPM VI"); Founders'
general partner, Samuel D. Colella; Reid W. Dennis; Mary Jane Elmore;
Norman A. Fogelsong; Ruthann Quindlen; L. James Strand; T. Peter Thomas and
Geoffrey Y. Yang. Mr. Strand and Ms. Quindlen are general partners of IVPM
VII. Messrs. Colella, Dennis, Fogelsong, Thomas and Yang and Ms. Elmore are
general partners of IVPM VII and IVPM V. Mr. Colella is also a general
partner of IVPM VI. IVP VII and IVPM VII have shared voting and dispositive
power over 400,000 shares of Cardiac Pathways' common stock. Founders also
has shared voting and dispositive power over 400,000 shares of Cardiac
Pathways' common stock. IVP V and IVPM V have shared voting and dispositive
power over 425,539 shares of Cardiac Pathways' common stock. Mr. Collella
has shared voting and dispositive power over 827,539 shares of Cardiac
Pathways' common stock. Each of Messrs. Dennis, Fogelsong, Thomas, and Mr.
Yang and Ms. Elmore has shared voting and dispositive power over 825,539
shares of Cardiac Pathways' common stock. Each of Ms. Quindlen and Mr.
Strand has shared voting and dispositive power over 400,000 shares of
Cardiac Pathways' common stock.

(8) Reflects ownership as reported on Schedule 13F dated March 13, 1999 filed
with the Commission by Capital Guardian Trust Co. ("CGT"). CGT is a bank
that serves as the investment manager of various institutional accounts.
CGT has sole dispositive power over all of the shares, sole voting power
over 662,000 of the shares and disclaims beneficial ownership over all of
the shares.

(9) Reflects ownership as reported on Schedule 13G dated February 2, 1997 filed
with the Commission by Arrow International, Inc. ("Arrow"). Arrow is a
medical device manufacturer with whom Cardiac Pathways has a strategic
relationship. Arrow has sole dispositive and voting power over 614,334
shares of Cardiac Pathways' common stock.

(10) Consists of 293,319 shares of common stock held by the Starling Family
Trust, 8,867 shares of common stock held by the Starling Irrevocable Trust
and 134,334 shares of common stock which may be acquired upon exercise of
stock options exercisable within 60 days after June 4, 1999. Mr. Starling
holds voting and dispositive control over all of such shares.

(11) Includes 238,445 shares of common stock and 667 shares of common stock
which may be acquired upon exercise of a warrant exercisable within 60 days
after June 4, 1999 held by the Fogarty Family Revocable Trust, over which
Dr. Fogarty holds voting and dispositive control. Also includes 905 shares
of common stock that may be acquired upon exercise of stock options
exercisable within 60 days after June 4, 1999.

(12) Includes 8,682 shares of common stock that may be acquired upon exercise of
stock options exercisable within 60 days after June 4, 1999.

(13) Includes 18,479 shares of common stock that may be acquired upon exercise
of stock options exercisable within 60 days after June 4, 1999.

(14) Includes 18,929 shares of common stock that may be acquired upon exercise
of stock options exercisable within 60 days after June 4, 1999.

(15) Includes 80,412 shares of common stock that may be acquired upon exercise
of stock options exercisable within 60 days after June 4, 1999.

(16) Includes 85,388 shares of common stock that may be acquired upon exercise
of stock options exercisable within 60 days after June 4, 1999.

(17) Includes 408,054 and 667 shares of common stock that may be acquired upon
exercise of stock options and warrants, respectively, exercisable within 60
days after June 4, 1999.

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Item 5. Other Events.

A. On July 20, 1999, at a special meeting of stockholders of Cardiac Pathways
the stockholders of Cardiac Pathways took the following actions:

1. Approval of one-for-five reverse split of the common stock of Cardiac
Pathways:

For: 5,465,167
Against: 180,818
Abstain: 5,245

2. Approval of increase in number of authorized shares of common stock to
75,000,000:

For: 5,275,179
Against: 364,156
Abstain: 11,895

3. Approval of the sale of up to 40,000 shares of series B convertible
preferred stock:

For 4,777,433
Against: 175,547
Abstain: 10,045

4. Approval of amendment of 1991 Stock Plan to (i) increase the number of
shares reserved for issuance thereunder by 4,000,000 shares
(pre-reserve split) and (ii) increase the share limitations for
purposes of Section 162(m) of the Internal Revenue Code:

For: 4,374,727
Against: 550,253
Abstain: 38,045

B. On July 26, 1999, Cardiac Pathways announced the completion of the series B
convertible preferred stock financing. A copy of the Company's press
release is attached as Exhibit 99.1.

C. On July 27, 1999, Cardiac Pathways effected a one-for-five reverse split of
its outstanding common stock.

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Item 7. Financial Statements and Exhibits.

Exhibit
Number Description
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2.1 Series B Convertible Preferred Stock Purchase Agreement
2.1.1 Form of Voting Agreement
3.3 Certificate of Designation of Series B Preferred Stock
4.2 Registration Rights Agreement
99.1 Press release dated July 26, 1999 of Cardiac Pathways Corporation

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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.

Dated: August 3, 1999 CARDIAC PATHWAYS CORPORATION

By: /s/ G Michael Latta
-----------------------------
G. Michael Latta
Chief Financial Officer and
Vice President, Finance

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CARDIAC PATHWAYS CORPORATION

FORM 8-K

INDEX TO EXHIBITS

Exhibit
Number Description
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