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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
Date of Report (Date of earliest event reported): May 5, 1997
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HEARTPORT, INC.
(Exact name of registrant as specified in charter)
Delaware 0-28266 94-3222307
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Chesapeake Drive, Redwood City, California 94063
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (415) 306-7900
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Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 5, 1997, Heartport, Inc. ("Heartport") announced that it
sold an additional $11.25 million of convertible subordinated notes to
qualified institutional investors in the United States through the exercise
of an over-allotment option. The Company sold an aggregate of $86.25 million of
convertible subordinated notes through this offering. The notes have a term
of seven years with an interest rate of 7 1/4 percent per year and will be
convertible into Heartport Common Stock at a price of $28.958 per share. No
other terms were disclosed.
Heartport stated that it expects to use the net proceeds of the
offering for funding of capital expenditures related to the expansion of its
manufacturing capacity and facilities, sales and marketing activities,
research and development, clinical trials, working capital and general
corporate purposes.
The securities offered were not registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and may not be
offered or sold in the United States absent registration under the Securities
Act of 1933 and applicable state securities laws or available exemptions
from registration requirements.
ITEM 7. EXHIBITS.
(c) EXHIBITS:
Exhibit
Number
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99.3 May 5, 1997 Press Release: "Heartport Sells
Additional $11.25 Million of Convertible
Subordinated Notes; Company Sold Total of
$86.25 Million."
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
None of the securities in the above referenced transaction were
sold in reliance upon Regulation S of the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HEARTPORT, INC.
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(Registrant)
Date: May 20, 1997 By: /s/ David B. Singer
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Name: David B. Singer
Title: Senior Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
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99.3 May 5, 1997 Press Release: "Heartport Sells Additional $11.25
Million of Convertible Subordinated Notes; Company Sold Total
of $86.25 Million."
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EXHIBIT 99.3
HEARTPORT SELLS ADDITIONAL $11.25 MILLION OF CONVERTIBLE SUBORDINATED NOTES;
COMPANY SOLD TOTAL OF $86.25 MILLION
REDWOOD CITY, Calif.--May 5, 1997--Heartport, Inc. (Nasdaq:HPRT), announced
today that it sold an additional $11.25 million of convertible subordinated
notes to qualified institutional investors through the exercise of an
over-allotment option. The Company sold an aggregate of $86.25 million of
convertible subordinated notes through this offering. The notes have a term
of seven years with an interest rate of 7 1/4 percent per year, and will be
convertible into Heartport Common Stock at a price of $28.958 per share. No
other terms were disclosed.
Heartport expects to use the net proceeds of the offering to fund capital
expenditures related to the expansion of its manufacturing capacity and
facilities, sales and marketing activities, research and development,
clinical trials, working capital, and general corporate purposes. The
securities offered were not registered under the Securities Act of 1933, as
amended, or applicable state securities laws, and may not be offered or sold
in the United States absent registration under the Securities Act of 1933 and
applicable state securities laws or available exemptions from registration
requirements.
Heartport, Inc., is a cardiovascular device company advancing the frontiers
of cardiac surgery by developing, manufacturing, and marketing
Port-Access-TM- minimally invasive cardiac surgery systems for major heart
surgery. The Company's Port-Access Systems-TM- are designed to allow surgeons
to perform a wide range of heart operations through small incisions, or
"ports," between the ribs, without the need to crack open the chest as is
required in conventional heart surgery. Heartport believes that its systems
have the potential to enable surgeons to achieve clinical outcomes equal to
those of conventional open-chest heart surgery, with the added benefits of
reduced trauma, complications, pain, and scarring; shortened hospital stays
and recovery times; and lower overall costs.
Note: Except for the historical information contained herein, this press
release contains forward-looking statements, the accuracy of which are
necessarily subject to risks and uncertainties. Actual events or results may
differ materially due to factors set forth from time to time in Heartport's
filings with the Securities and Exchange Commission, including its 1996
Annual Report on Form 10-K.
