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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Heartport, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-3222307
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
200 Chesapeake Drive
Redwood City, California 94063
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not Applicable Not Applicable
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
7 1/4% Convertible Subordinated Notes, due 2004
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Notes" of the
Company's Registration Statement on Form S-3 (File No. 333-31161) filed with
the Securities and Exchange Commission on July 11, 1997 (the "Registration
Statement on Form S-3") is incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1. Placement Agreement dated April 15, 1997 by and between the
Company, Morgan Stanley & Co. Incorporated, Goldman, Sachs &
Co. and Cowen & Company(1).
2. Indenture dated as of April 15, 1997 between the Company and The
Bank of New York(1).
3. Registration Rights Agreement dated as of April 15, 1997 between
the Company, Morgan Stanley & Co. Incorporated, Goldman, Sachs &
Co. and Cowen & Company(1).
4. Form of Note (included in Exhibit 3).
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(1) Filed as an exhibit to the Company's Form 8-K dated April 30, 1997 and
incorporated herein by reference.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HEARTPORT, INC.
Date: July 23, 1997 /s/ David B. Singer
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David B. Singer
Chief Financial Officer
