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| As filed with the Securities and Exchange Commission on April 28, 2009
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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):
| Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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offering price |
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aggregate offering |
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Amount of |
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Title of securities to be registered (1) |
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Amount to be registered (2) |
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per share (3) |
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price (3) |
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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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$ |
26.49 |
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6,622,500 |
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$ |
370 |
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Each share of Common Stock being registered hereunder, if issued prior to the occurrence of
certain events as set forth in the Rights Agreement (as defined herein), will include a preferred
share purchase right. Prior to the occurrence of certain events, such preferred share purchase
rights will not be exercisable or evidenced separately from the Common Stock. |
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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. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein. |
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to
Rule 457(c) and (h) 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 23, 2009 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, June 15,
2006, and April 30, 2008 Thoratec filed with the Securities and Exchange Commission (the
“Commission”) Registration Statements on Form S-8 (Registration No. 333-90768, No. 333-135047 and
No. 333-150527, 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. Pursuant to
Section E of the General Instructions to Form S-8, the contents of the Prior Registration
Statements are incorporated herein by reference and made part of this Registration Statement,
except as amended hereby.
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 Annual Report on Form 10-K for the fiscal year ended January 3, 2009, filed
with the Commission on February 27, 2009, including all material incorporated by reference
therein; |
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(b) |
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Thoratec’s Current Reports on Form 8-K filed with the Commission on February 13, 2009,
March 2, 2009 and March 26, 2009. |
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(c) |
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The description of Thoratec’s common stock contained in Thoratec’s registration
statement on Form 8-A, filed with the Commission on 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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(d) |
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The description of Thoratec’s Rights Agreement, dated as of May 2, 2002, by and between
Thoratec and Computershare Trust Company, Inc. (the “Rights Agreement”), and Preferred
Stock Purchase Rights, each contained in Thoratec’s registration statement on Form 8-A,
filed with the Commission on 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 |
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5.1 |
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Opinion of Latham & Watkins LLP |
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23.1 |
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Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP |
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23.2 |
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Consent of Latham & Watkins 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. |
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 28th day of April, 2009.
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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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/s/ Gerhard F. Burbach
Gerhard F. Burbach
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Chief Executive Officer,
President and Director
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April 28, 2009 |
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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 28, 2009 |
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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 28, 2009 |
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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 28, 2009 |
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/s/ Howard E. Chase
Howard E. Chase
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Director
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April 28, 2009 |
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/s/ J. Daniel Cole
J. Daniel Cole
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Director
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April 28, 2009 |
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/s/ Steven H. Collis
Steven H. Collis
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Director
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April 28, 2009 |
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/s/ Elisha W. Finney
Elisha W. Finney
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Director
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April 28, 2009 |
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/s/ D. Keith Grossman
D. Keith Grossman
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Director
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April 28, 2009 |
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/s/ Daniel M. Mulvena
Daniel M. Mulvena
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Director
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April 28, 2009 |
INDEX TO EXHIBITS
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| Exhibit |
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Exhibit |
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5.1 |
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Opinion of Latham & Watkins LLP |
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23.1 |
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Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP |
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23.2 |
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Consent of Latham & Watkins 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. |