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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 14, 2001
Date of Report (Date of earliest event reported)
Thoratec Corporation
(Exact Name of Registrant as Specified in its Charter)
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CALIFORNIA 1-8145 94-2340464
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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6035 STONERIDGE DRIVE
PLEASANTON, CALIFORNIA 94588
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (925) 847-8600
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
As described in Item 2 below, Thermo Electron Corporation, a majority
stockholder of Thoratec Cardiosystems Inc. (then named Thermo Cardiosystems,
Inc., "TCA"), as a result of the merger (the "Merger") of a newly-formed,
wholly-owned subsidiary of Registrant (then named "Thoratec Laboratories
Corporation" and renamed "Thoratec Corporation") named Lightning Acquisition
Corp. (the "Merger Sub") into TCA, acquired approximately 34% of the
Registrant's outstanding stock.
ITEM 2. ACQUISITION OR DISPOSITION ASSETS.
On October 3, 2000, Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with the Merger Sub, TCA, and Thermo Electron
Corporation that, at the time, owned a majority of the outstanding shares of
TCA. The Merger Agreement called for the Merger of the Merger Sub into TCA. In
separate meetings held February 13, 2001, Registrant's shareholders and TCA's
stockholders approved the Merger Agreement and Merger. The Merger closed
February 14, 2001. As a consequence of the Merger, TCA became a wholly-owned
subsidiary of Registrant. In connection with the Merger, TCA changed its name to
"Thoratec Cardiosystems Inc." In the Merger, each outstanding share of TCA's
common stock was converted into 0.835 of a share of Registrant's common stock,
with Registrant paying cash for aggregated fractions of Registrant's stock
otherwise payable to each TCA shareholder. This exchange ratio was negotiated at
arms-length. Registrant intends to cause TCA and its subsidiaries to continue to
conduct the same businesses after the Merger as they did before the Merger. The
Merger is more fully described in the press release filed as Exhibit 99.1.
ITEM 5. OTHER EVENTS.
Registrant's shareholders approved an amendment to Registrant's
Articles of Incorporation changing Registrant's name from "Thoratec Laboratories
Corporation" to "Thoratec Corporation" at Registrant's shareholder meeting held
February 13, 2001. This name change became effective on or about February 14,
2001.
Registrant's shares continue to trade under the NASDAQ Symbol "THOR"
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statement of Business Acquired.
The financial statements of the business acquired will be
filed within 60 days after the date this Report is filed with
the Securities and Exchange Commission.
(b) Pro Forma Financial Information.
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The pro forma financial information is incorporated herein by
reference to Registrant's Registration Statement on Form S-4
filed on November 1, 2000, File No. 333-49120.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Agreement and Plan of Merger among Thoratec Corporation (then
named "Thoratec Laboratories Corporation"), Lightning
Acquisition Corp., Thoratec Cardiosystems Inc. (then named
"Thermo Cardiosystems Inc.") and Thermo Electron Corporation
dated as of October 3, 2000. (Incorporated by reference to
Registrant's Registration Statement on Form S-4 filed on
November 1, 2000, File No. 333-49120.)
Exhibit 3.1 Certificate of Amendment of the Amended and Restated Articles
of Incorporation filed with the Secretary of State of the
State of California on or about February 14, 2001.
Exhibit 99.1 Press Release dated February 14, 2001.
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SIGNATURE
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.
THORATEC CORPORATION
By: /s/ D. Keith Grossman
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D. Keith Grossman
President and Chief Executive Officer
Date: February 28, 2001
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger among Thoratec Corporation (then
named "Thoratec Laboratories Corporation"), Lightning
Acquisition Corp., Thoratec Cardiosystems Inc. (then named
"Thermo Cardiosystems Inc.") and Thermo Electron Corporation
dated as of October 3, 2000. (Incorporated by reference to
Registrant's Registration Statement on Form S-4 filed on
November 1, 2000, File No. 333-49120.)
Exhibit 3.1 Certificate of Amendment of the Amended and Restated Articles
of Incorporation filed with the Secretary of State of the
State of California on or about February 14, 2001.
Exhibit 99.1 Press Release dated February 14, 2001.