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FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-31161
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 23, 1998)
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$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 April 23, 1998
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 May 1, 1998 the closing
price of the Common Stock of the Company on the Nasdaq National Market was
$10.50. The Common Stock of the Company is traded under the symbol "HPRT."
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Selling Securityholder: The J.W. McConnell Family Foundation
c/o Pecks Management Partners, Ltd.
One Rockefeller Plaza
New York, NY 10020
Securities Being Sold: $100,000 aggregate principal amount of 7 1/4%
Convertible Subordinated Notes due 2004
Participating Broker-Dealer: Morgan Stanley Dean Witter
Commission or Compensation: None
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As of May 4, 1998 and prior to giving effect to the sale of the Notes being
offered by the Selling Securityholder hereby, the Selling Securityholder
beneficially owned $550,000 aggregate principal amount of Notes, representing
0.64% of the Notes outstanding as of such date. As of such date, the Selling
Securityholder did not beneficially own any shares of Common Stock of the
Company, other than 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 May 4, 1998.
