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| As filed with the Securities and Exchange Commission on April 30, 2008
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Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THORATEC CORPORATION
(Exact name of registrant as specified in its charter)
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California
(State or other jurisdiction of
incorporation or organization)
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94-2340464
(I.R.S. employer identification No.) |
6035 Stoneridge Drive, Pleasanton, California 94588
(Address of principal executive offices)
2002 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Gerhard F. Burbach
Thoratec Corporation
6035 Stoneridge Drive
Pleasanton, California 94588
(Name and address of agent for service)
(925) 847-8600
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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offering price per |
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aggregate offering |
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Amount of |
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Title of securities to be registered |
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Amount to be registered (1) |
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share (2) |
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price (2) |
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registration fee |
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2002 Employee Stock Purchase Plan,
Common Stock, no par value |
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250,000 |
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$15.93 |
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$3,982,500 |
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$157 |
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Pursuant to Rule 416(a), this Registration Statement shall also cover any additional Common
Stock that may be offered or issued in connection with any stock split, stock dividend or similar
transaction effected without the receipt of consideration, which results in an increase in the
number of the outstanding shares of Common Stock. |
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to
Rule 457(c)
under the Securities Act of 1933, as amended, the price per share and aggregate offering price are
based upon the average of the high and low prices per share of Common Stock of Thoratec Corporation
on April 24, 2008 as reported on the NASDAQ Global Select Market. |
TABLE OF CONTENTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement on Form S-8 is filed by Thoratec Corporation, a California
corporation (“Thoratec”), relating to 250,000 shares of its common stock, no par value per share
(the “Common Stock”), issuable to eligible employees and consultants of Thoratec and its affiliates
under the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”). On June 19, 2002 and June
15, 2006, Thoratec filed with the Securities and Exchange Commission (the “Commission”)
Registration Statements on Form S-8 (Registration No. 333-90768 and No. 333-135047, respectively)
and on July 1, 2002 Thoratec filed with the Commission Post-Effective Amendment No. 1 to
Registration Statement No. 333-90768 (together, the “Prior Registration Statements”) relating to
shares of Common Stock issuable to eligible employees and consultants of Thoratec and its
affiliates under the Stock Purchase Plan. The Prior Registration Statements are currently
effective. This Registration Statement relates to securities of the same class as those to which
the Prior Registration Statements relate and is submitted in accordance with Section E of the
General Instructions to Form S-8 regarding Registration of Additional Securities.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Thoratec are incorporated by reference in
this Registration Statement:
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(a) |
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Thoratec’s Registration Statement on Form S-8, as amended on Form S-8 POS (Registration
No. 333-90768), filed with the Commission on June 19, 2002 and July 1, 2002, respectively; |
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(b) |
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Thoratec’s Registration Statement on From S-8 (Registration No. 333-135047), filed with
the Commission on June 15, 2006; |
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(c) |
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Thoratec’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007,
including all material incorporated by reference therein; |
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(d) |
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The description of Thoratec’s common stock contained in Thoratec’s registration
statement on Form 8-A, filed May 18, 1981, under the Securities Exchange Act of 1934, as
amended (“Exchange Act”), including any amendment or reports filed for the purpose of
updating that description; and |
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(e) |
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The description of Thoratec’s Rights Agreement and Preferred Stock Purchase Rights
contained in Thoratec’s registration statement on Form 8-A, filed May 3, 2002, under the
Exchange Act, including any amendment or reports filed for the purpose of updating that
description. |
All documents subsequently filed by Thoratec pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement and to be part
thereof from the date of filing of such documents; provided, however, that Thoratec is not
incorporating any information furnished in any Current Report on Form 8-K.
Any document, and any statement contained in a document, incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement. Subject to the foregoing, all information appearing in this
Registration Statement is qualified in its entirety by the information appearing in the documents
incorporated by reference herein.
ITEM 8. EXHIBITS
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Exhibit |
5.1
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Opinion of Gibson, Dunn & Crutcher LLP |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) |
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24.1
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Power of Attorney (included on the signature pages to this Registration Statement on Form S-8) |
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99.1
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2002 Employee Stock Purchase Plan (1) |
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Filed as an Exhibit to Thoratec’s Form S-8 POS filed with the SEC on July 1, 2002
(Registration No. 333-90768) and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of
California, on this 30th day of April, 2008.
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THORATEC CORPORATION
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By: |
/s/ Gerhard F. Burbach
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Gerhard F. Burbach |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and
appoints Gerhard F. Burbach and David A. Lehman, and each of them, his true and lawful
attorney-in-fact, with full power of substitution and resubstitution, to act for him and in his
name, place and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing which they, or any of them, may deem
necessary or advisable to be done in connection with this Registration Statement on Form S-8 as
fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.
In accordance with the Securities Act of 1933, as amended, this Registration Statement has been
signed below by the following persons on behalf of Thoratec Corporation and in the capacities and
on the dates indicated.
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| Signature |
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Title |
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/s/ Gerhard F. Burbach
Gerhard F. Burbach
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Chief Executive Officer,
President and Director
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April 30, 2008 |
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/s/ David V. Smith
David V. Smith
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Executive Vice President and
Chief Financial Officer
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April 30, 2008 |
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/s/ Neil F. Dimick
Neil F. Dimick
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Director and Chairman of the
Board of Directors
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April 30, 2008 |
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/s/ J. Donald Hill
J. Donald Hill
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Director and Vice-Chairman of the
Board of Directors |
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April 30, 2008 |
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/s/ Howard E. Chase
Howard E. Chase
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Director
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April 30, 2008 |
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/s/ J. Daniel Cole
J. Daniel Cole
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Director
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April 30, 2008 |
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/s/ Steven H. Collis
Steven H. Collis
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Director
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April 30, 2008 |
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/s/ Elisha W. Finney
Elisha W. Finney
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Director
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April 30, 2008 |
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/s/ D. Keith Grossman
D. Keith Grossman
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Director
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April 30, 2008 |
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/s/ Daniel M. Mulvena
Daniel M. Mulvena
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Director |
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April 30, 2008 |
INDEX TO EXHIBITS
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| Exhibit |
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Exhibit |
5.1
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Opinion of Gibson, Dunn & Crutcher LLP |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) |
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24.1
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Power of Attorney (included on the signature pages to this Registration Statement on Form S-8) |
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99.1
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2002 Employee Stock Purchase Plan (1) |
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| (1) |
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Filed as an Exhibit to Thoratec’s Form S-8 POS filed with the SEC on July 1, 2002
(Registration No. 333-90768) and incorporated herein by reference. |