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 18, 2005
WORLD HEART CORPORATION
(Exact name of registrant as specified in its charter)
Ontario 000-28882 N/A
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7799 Pardee Lane
Oakland, California 94621
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 563-5000
N/A
(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 (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
At the Annual and Special Meeting of Shareholders (the "Annual Meeting") of
World Heart Corporation (the "Company") held on July 18, 2005, the following
nominees were elected as Directors of the Company to hold office until the next
annual meeting or until their successors are appointed: C. Ian Ross, John F.
Carlson, William C. Garriock, Robert J. Majteles and D. Mark Goudie.
Item 8.01 Other Events.
Annual Meeting Voting Results
Proposals presented for a shareholders' vote at the Annual Meeting included the
election of five directors, the reappointment of PricewaterhouseCoopers LLP as
independent certified public auditors of the Company and the approval of
resolutions relating to: (i) the issuance of the Company's common shares to
MedQuest Products, Inc. ("MedQuest"), in connection with the acquisition by the
Company of the business of MedQuest; (ii) the private placement of the Company's
common shares to Maverick Venture Management, LLC; (iii) the reduction of the
exercise price of the warrants issued by the Company in September 2004, from
$1.55 to $1.00, for a period of 14 days following the approval of such
resolution; (iv) an amendment to the Company's Employee Stock Option Plan (the
"Plan") increasing the maximum number of common shares that may be issued under
the Plan; (v) an amendment to the Plan removing the restriction that the
aggregate number of shares issued to any person under the Plan be limited to 5%;
(vi) certain options granted to certain directors and executive officers of the
Company; and (vii) the continuance of the Company under the Canada Business
Corporations Act. The election of directors, the appointment of the auditors and
all of the above resolutions were carried by a majority of the votes on a
ballot.
A copy of the Voting Results, which includes the percentage outcome of the votes
cast, is furnished as Exhibit 99.1 to this report and incorporated herein by
reference.
Item 9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
The following exhibit is being filed herewith:
Exhibit No. Exhibit
- ----------- -------
99.1 Results of Shareholder Vote at World Heart Corporation's Annual
and Special Shareholders Meeting held on July 18, 2005.
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: July 21, 2005
WORLD HEART CORPORATION
By: /s/ Richard Juelis
-----------------------------------
Name: Richard Juelis
Title: Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Results of Shareholder Vote at World Heart Corporation's Annual
and Special Shareholders Meeting held on July 18, 2005.