SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 3)
Thoratec Corporation
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(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
885175 30 7
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(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent. (Continued on following pages)
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CUSIP NO. 885175 30 7 13D Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
04-2209186
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ?
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 4,953,765
REPORTING PERSON WITH
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8. SHARED VOTING POWER
2,731,779
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9. SOLE DISPOSITIVE POWER
7,685,544
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,685,544
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Thermo Electron Corporation, a Delaware corporation ("the "Reporting
Person"), hereby amends its statement on Schedule 13D relating to the common
stock, no par value per share (the "Common Stock"), of Thoratec Corporation
(formerly known as Thoratec Laboratories Corporation), a California corporation
(the "Company").
ITEM 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Amendment is being filed by the Reporting Person pursuant to Rule
13d-2 to reflect the change of information previously reported under Item 5 of
its Schedule 13D, as amended.
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02454-9046.
The Reporting Person is a leading provider of analytical and monitoring
instruments used in a broad range of applications, from life sciences research
to telecommunications to food, drug, and beverage production.
Appendix A attached to hereto sets forth with respect to each executive
officer and director of the reporting Person the following information:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) citizenship.
To the knowledge of the Reporting Person, there is no person who may be deemed
to be a controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer of director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date of this Amendment, the Reporting Person owns 7,685,544
shares of Common Stock which represents 13.4% of the outstanding Common Stock of
the Company, based upon the total Common Stock outstanding as reported on the
(Page 3 of 6)
Company's Annual Report on Form 10-K for the year ended December 29, 2001. Of
the 7,685,544 shares of Common Stock currently owned by the Reporting Person,
24,047 shares of Common Stock are subject to options to acquire such shares
granted by the Reporting Person pursuant to its director and employee stock
option plans. Information with respect to the beneficial ownership of the shares
of Common Stock of the other persons named in Item 2 is set forth in Appendix A.
Except as set forth in this Item 5, to the best knowledge of the Reporting
Person, none of the parties named in Item 2 owns any of the Company's Common
Stock.
On February 15, 2002, the Reporting Person completed the sale of 6,875,000
shares of Common Stock to Lehman Brothers, Inc., as representative of several
underwriters, pursuant to an Underwriting Agreement dated February 12, 2002. The
Reporting Person received gross proceeds of $105,050,000 or $15.28 per share. In
connection with this transaction, the Company and the Reporting Person agreed
that (i) the restrictions on resale contained in the Shareholder Agreement dated
as of October 3, 2000 between the Company and the Reporting Person would not
apply to the sale of the shares of Common Stock by the Reporting Person; and
(ii) the Registration Rights Agreement dated as of October 3, 2000 between the
Company and the Reporting Person be amended to eliminate the Company's
obligation to register 4,828,240 shares of Common Stock held by the Reporting
Person on or before February 14, 2002.
In connection with the Company's redemption on March 11, 2002 of its 4 3/4%
Convertible Subordinated Debentures (the "Debentures"), the Company redeemed
$1,500,000 principal amount of Debentures held by the Reporting Person. These
Debentures were convertible into 39,869 shares of Common Stock.
(b) With respect to 2,731,779 shares of Common Stock of the Company
beneficially owned by the Reporting Person, the Reporting Person shares the
power to vote all of such shares with the Company pursuant to the Shareholder
Agreement, as more fully described in Item 4 above. With respect to the
remainder of the shares of Common Stock of the Company beneficially owned by the
Reporting Person, the Reporting Person has the sole power to vote all such
shares. Subject to the terms of the Shareholder Agreement, as more fully
described in Item 4 above, the Reporting Person has the sole power to dispose of
the shares of Common Stock beneficially owned by it. With respect to the shares
of Common Stock of the Company beneficially owned by the other persons named in
Item 2, except as set forth in Appendix A, each such person has the sole power
to vote all of such shares and the sole power to dispose of all of such shares.
Item 1 sets forth the Company's name and state of incorporation along with
the address of its principal business and principal office. The Company's
principal business is the research, development, manufacturing and marketing of
medical devices for circulatory support and vascular graft applications. To the
best knowledge of the Reporting Person, during the last five years, the Company
(i) has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
(Page 4 of 6)
to, Federal or State securities laws or finding any violation with respect to
such laws.
(c) Except as described below in this Item 5 and in Item 4, which item is
incorporated herein by reference, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any person named in Appendix A beneficially
has effected any transactions in Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
(Page 5 of 6)
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 1, 2002
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
(Page 6 of 6)
APPENDIX A
Thermo Electron Corporation
The name, present principal occupation or employment and beneficial
ownership of shares of common stock of Thoratec Corporation (the "Company") of
each director and executive officer of Thermo Electron Corporation ("Thermo
Electron") is set forth below. Unless otherwise noted, all such individuals are
citizens of the United States. Unless otherwise noted, the business address of
each executive officer and director of Thermo Electron is 81 Wyman Street,
Waltham, Massachusetts 02454-9046.
Directors
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Beneficial Ownership of Shares of the
Company Common Stock
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Shares
Underlying
Options
Exercisable Total
Name/Present Principal Shares Held Prior to April Beneficial
Occupation or Employment Business Address Outright 1, 2002 Ownership
-------------------------------------- ---------------------------------------- ------------- ----------------- -------------
Peter O. Crisp 0 0 0
Vice Chairman of Rockefeller
Financial Services, Inc.
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Frank Jungers 822 NW Murrray
Private consultant on business and Suite 242 0 835 835
energy matters. Portland, Oregon 97229
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John L. LaMattina Pfizer, Inc.
Executive Vice President of Pfizer 50 Pequot Avenue 0 0 0
Global Research and Development New London, Connecticut 06230
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Jim P. Manzi
Chairman of Stonegate Capital. 0 0 0
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Robert A. McCabe Pilot Capital Corporation 9,393 835 10,228
Chairman of Pilot Capital 444 Madison Avenue
Corporation. Suite 2103
New York, New York 10022
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Robert W. O'Leary 0 0 0
Chairman and Chief Executive Officer
of The Sagamore Group.
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Hutham S. Olayan Olayan America Corporation
President and a director of Olayan 505 Park Avenue 0 835 835
America Corporation. Suite 1100
New York, New York 10022
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Michael E. Porter Harvard Business School
Bishop William Lawrence Soldiers Field Road 0 0 0
University Professor at Boston, Massachusetts 02163
Harvard Business School.
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Elaine S. Ullian Boston Medical Center
President and Chief Executive Talbot 1 0 0 0
Officer of Boston Medical Center. One Boston Medical Center Place
Boston, Massachusetts 02118
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Richard F. Syron
Chief Executive Officer and Chairman 0 0 0
of the Board of Thermo Electron
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Marijn E. Dekkers(1) 0 0 0
President, Chief Operating Officer
and Director of Thermo Electron
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(1) Mr. Dekkers is a citizen of The Netherlands
(Page I - 1)
Executive Officers Who are Not Directors
No person is a controlling stockholder of Thermo Electron.
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Beneficial Ownership of Shares of the
Company Common Stock
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Name/Present Principal Business Address Shares Held Shares Total
Underlying
Options
Exercisable
Prior to April Beneficial
Occupation or Employment Outright 1, 2002 Ownership
-------------------------------------- ---------------------------------------- ------------- ----------------- -------------
Theo Melas-Kyriazi(2) 2,960 16,700 19,660
Vice President and Chief Financial
Officer of Thermo Electron
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Guy Broadbent(3) 0 0 0
Vice President of Thermo Electron,
President, Optical Technologies
-------------------------------------- ---------------------------------------- ------------- ----------------- -------------
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Barry S. Howe 0 0 0
Vice President of Thermo Electron,
President, Measurement and Control
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Marc Casper 0 0 0
Vice President of Thermo Electron,
President, Life Sciences
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Seth H. Hoogasian 0 0 0
Vice President, General Counsel and
Secretary of Thermo Electron
-------------------------------------- ---------------------------------------- ------------- ----------------- -------------
Peter E. Hornstra 0 0 0
Corporate Controller and Chief
Accounting Officer of Thermo Electron
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All directors and current executive officers as a group 12,353 19,205 31,558
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(2) Mr. Melas-Kyriazi is a citizen of Greece.
(3) Mr. Broadbent is a citizen of the United Kingdom.
(Page I -2)