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FILED PURSUANT TO RULE 424(B)(3) AND (C)
FILE NUMBER 333-31161
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 19, 1997)
[LOGO]
$86,250,000 PRINCIPAL AMOUNT OF 7 1/4% CONVERTIBLE
SUBORDINATED NOTES DUE 2004
(INTEREST PAYABLE MAY 1 AND NOVEMBER 1)
2,978,452 SHARES OF COMMON STOCK
This Prospectus Supplement supplements the Prospectus dated September 19,
1997 relating to (i) $86,250,000 aggregate principal amount of 7 1/4%
Convertible Subordinated Notes due 2004 (the "Notes") of Heartport, Inc., a
Delaware corporation (the "Company"), and (ii) 2,978,452 shares of common stock,
par value $.001 per share (the "Common Stock"), of the Company which are
initially issuable upon conversion of the Notes plus such additional
indeterminate number of shares of Common Stock of the Company as may become
issuable upon conversion of the Notes as a result of adjustments to the
conversion price (the "Shares"). The Notes and the Shares are being offered for
the account of the holders thereof. The Notes were initially acquired from the
Company by Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Cowen &
Company in April and May 1997 in connection with a private offering. This
Prospectus Supplement is incorporated by reference into the Prospectus, and all
terms used herein shall have the meaning assigned to them in the Prospectus. On
January 7, 1998 the closing price of the Common Stock of the Company on the
Nasdaq National Market was $23.75. The Common Stock of the Company is traded
under the symbol "HPRT."
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Selling Securityholder: Goldman Sachs & Co.
One New York Plaza
44th Floor
New York, New York 10004
Securities Being Sold: $5,000,000 aggregate principal amount of
7 1/4% Convertible Subordinated Notes due
2004
Participating Broker-Dealer: None
Commission or Compensation: None
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As of January 8, 1998 and prior to giving effect to the sale of the Notes
being offered by the Selling Securityholder hereby, the Selling Securityholder
beneficially owned $5,000,000 aggregate principal amount of Notes, representing
5.8% of the Notes outstanding as of such date. As of such date, the Selling
Securityholder beneficially owned 25,000 shares of Common Stock of the Company,
not including the shares of Common Stock into which the Notes beneficially owned
by the Selling Securityholder are convertible.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR A
DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 8, 1998.
