<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER: 000-28372
CARDIAC PATHWAYS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0278793
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
995 BENECIA AVENUE, SUNNYVALE, CALIFORNIA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 737-0505
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS, $.001 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and, (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on
September 22, 2000 as reported on the Nasdaq National Market, was approximately
$7,002,306. Shares of Common Stock held by each officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
As of September 22, 2000, the registrant had outstanding 3,100,991 shares
of Common Stock.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The Board of Directors of Cardiac Pathways Corporation ("Cardiac Pathways"
or the "Company") currently has five members, divided into three classes serving
staggered terms of three years. Currently, there is one director in Class I, two
directors in Class II and two directors in Class III. The Class II directors are
to be elected at the Company's annual meeting which is currently scheduled to
occur on December 1, 2000. The Class III directors and the Class I director will
be elected at the Company's 2001 and 2002 annual meetings, respectively. Set
forth below is information regarding the members of the Company's Board of
Directors. This information is current as of October 26, 2000.
CLASS II DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark J. Brooks............. 34 Director
M. Fazle Husain............ 36 Director
</TABLE>
MARK J. BROOKS has served as a Director of Cardiac Pathways since July
1999. Mr. Brooks is a general partner and managing director of BA Venture
Partners where he has been employed since June 1995. From September 1993 to July
1995, Mr. Brooks was a senior associate at Mercer Management Consulting. Prior
to that time, Mr. Brooks was a loan officer in the Media Group of Manufacturers
Hanover Trust Company. Mr. Brooks is a member of the boards of directors of
ManorHouse Retirement Centers, LivHome.com, InPatient Management Consultants,
Inc., esurg.com, Sylantro Systems, Inc. and U.S. Healthworks, Inc.
M. FAZLE HUSAIN has served as a Director of Cardiac Pathways since July
1999. Mr. Husain is a principal of Morgan Stanley Dean Witter & Co., an
investment banking firm, where he has been employed since 1991. Mr. Husain is
also a Managing Member of Morgan Stanley Venture Partners III, L.L.C., the
General Partner of Morgan Stanley Venture Partners III, L.P., Morgan Stanley
Venture Investors III, L.P. and The Morgan Stanley Venture Partners Entrepreneur
Fund, L.P. Mr. Husain was also employed at Morgan Stanley Dean Witter from 1987
until 1989. Mr. Husain focuses on investments in the life sciences and
information technology industries, including healthcare services, medical
devices and healthcare information technology. Mr. Husain is also a member of
the boards of directors of IntegraMed America, Inc., AllScripts, Inc., U.S.
Healthworks, Inc., MedSite, Inc., Network Oil, Inc., PeopleClick.com, Inc.,
Health Stream, Inc., Cross Country Staffing and The Medicines Company.
CLASS III DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Thomas M. Prescott......... 45 Chief Executive Officer, President and Director
Anchie Kuo, M.D............ 40 Director
</TABLE>
THOMAS M. PRESCOTT has served as Cardiac Pathways' President and Chief
Executive Officer since May 1999 and has been a director since June 1999. Before
joining Cardiac Pathways, Mr. Prescott was Vice President and General Manager of
a respiratory business unit of Mallinckrodt, Inc. from August 1996 to May 1999.
Mr. Prescott served in other senior leadership roles at Nellcor, Inc. from April
1994 until Nellcor's acquisition by Mallinckrodt in August 1997. Prior to that
time, Mr. Prescott served in various roles at General Electric Medical Systems
and Siemens. Mr. Prescott is a member of the board of directors of Cohesion
Technologies, Inc.
ANCHIE KUO, M.D. has been a director of Cardiac Pathways since July 1999.
Dr. Kuo is a managing partner of Landbridge Capital. Prior to that, Dr. Kuo was
a partner of BA Venture Partners, where he was employed since 1994. Prior to
joining BankAmerica Ventures, Dr. Kuo was a general partner of Ventures Medica.
Dr. Kuo is also a member of the boards of directors of Immusol, Inc., The Call
Doctor Company, Inc., Knowledge Anywhere, Inc., Jintek, Inc., Cardio Now, Inc.
and Rethink, Inc.
2
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CLASS I DIRECTOR
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William N. Starling......................................... 47 Director
</TABLE>
WILLIAM N. STARLING has been a director of Cardiac Pathways since 1991 and
from January 1992 to May 1999, Mr. Starling served as the President and Chief
Executive Officer of Cardiac Pathways. Mr. Starling currently serves as managing
general partner of Synecor, LLC, as Chief Executive Officer and as a director of
IsoStent, Inc., and as a director of RadioTherapeutics Corporation and Xoft
Microtubes. Mr. Starling also serves on the Board of Visitors at the
Keenan-Flagler Business School at the University of North Carolina at Chapel
Hill.
EXECUTIVE OFFICERS
The information required by this item concerning the Company's executive
officers is set forth in Part I of the Company's annual report on Form 10-K for
the fiscal year ended June 30, 2000 filed with the Securities and Exchange
Commission on September 22, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Cardiac Pathways' executive
officers and directors, and persons who own more than ten percent of a
registered class of the Cardiac Pathways' equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish Cardiac Pathways with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms received
by it, or written representations from reporting persons, we believe that,
during the fiscal year ended June 30, 2000, all such forms were filed on a
timely basis.
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth certain information
regarding the compensation of the current Chief Executive Officer of the
Company, and those executive officers of the Company who earned more than
$100,000* during the fiscal year ended June 30, 2000, for services rendered in
all capacities to the Company for the fiscal years indicated.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
-------------------- OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)(1)
--------------------------- ----------- --------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Thomas M. Prescott.................... 2000 $233,654 $46,759 $165,022(2) 287,306
President, Chief Executive Officer 1999 10,817 -- -- 60,000
And Director 1998 -- -- -- --
Debra S. Echt, M.D.(3)................ 2000 247,652 -- -- 100,000
Vice President and 1999 200,011 50,000 -- 3,369
Chief Medical Officer 1998 212,394 -- 949(4) 3,000
Richard E. Riley...................... 2000 210,769 25,000 -- 100,000
Executive Vice President 1999 154,865 -- -- 3,024
Research and Development 1998 150,000 -- 10,000(4) 1,000
Jon P. Hunt(5)........................ 2000 199,685 -- 67,078(4) 100,000
Vice President Sales and Marketing 1999 143,510 -- 50,483(6) 4,544
1998 39,231 -- -- 18,000
</TABLE>
---------------
* Ms. Sandy L. Miller, Vice President, Operations, Mr. Eldon M. Bullington, Vice
President, Finance, and Mr. Robert K. Weigle, Vice President, Worldwide Sales
and Marketing are currently receiving an annual salary of $178,000, $180,000
and $176,000, respectively. They have not been included above as they joined
the Company after the beginning of the fiscal year ending June 30, 2000 and
therefore their respective salaries during this fiscal year did not exceed
$100,000.
(1) These shares are subject to exercise under stock options granted under the
Company's 1991 Stock Option Plan. See "-- Option Grants in Last Fiscal
Year."
(2) Consists of (i) moving and relocation expenses and temporary housing
allowance, (ii) forgiveness of a loan and related accrued interest and (iii)
payment for certain federal and state income tax obligations in connection
with (i) and (ii).
(3) Dr. Echt resigned as an officer of the Company in February 2000.
(4) Represents forgiveness of a loan and related accrued interest and payment
for certain federal and state income tax obligations in connection
therewith.
(5) Dr. Hunt resigned as an officer of the Company in June 2000.
(6) Consists of moving and relocation expenses, temporary housing allowance and
payment for certain federal and state income tax obligations in connection
therewith.
4
<PAGE> 5
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the stock
options awarded to Cardiac Pathway's Chief Executive Officer and those executive
officers who earned more than $100,000 during the fiscal year ended June 30,
2000. All such options were awarded under the Company's 1991 Stock Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------------
NAME GRANTED(#)(2) FISCAL 2000(%) SHARE($)(3)(4) DATE 5%($) 10%($)
---- ------------- -------------- -------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Prescott.... 187,306 18.5% $4.50 07/29/09 $530,081 $1,343,329
100,000 4.63 06/27/10 291,178 737,903
Debra S. Echt,
M.D.(5) ............ 75,000 4.8 4.50 02/18/00 9,281 18,562
25,000 1.6 4.50 03/18/00 3,094 7,125
Richard E. Riley...... 100,000 6.4 4.50 07/29/09 283,003 717,184
Jon P. Hunt(5)........ 75,000 4.8 4.50 06/30/00 15,468 30,937
25,000 1.6 4.50 07/30/00 5,625 11,250
</TABLE>
---------------
(1) Potential realizable value is based on the assumption that the Common Stock
of the Company appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the ten year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's estimate
of future price growth.
(2) Options become exercisable to 1/48 of the option shares at the end of each
month following the date of grant, with full vesting occurring on the fourth
anniversary of the date of grant, other than Mr. Prescott's grant which
becomes exercisable as to 1/4 of the shares on the first anniversary of the
date of grant and the remainder of which vest monthly as to 1/48 thereafter.
(3) Options were granted at an exercise price equal to the fair market value of
the Company's Common Stock on the date of grant.
(4) Exercise price may be paid in cash, check, promissory note, by delivery of
already-owned shares of the Company's Common Stock subject to certain
conditions, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company
amount of sale or loan proceeds required to pay the exercise price, a
reduction in the amount of any Company liability to an optionee, or any
combination of the foregoing methods of payment or such other consideration
or method of payment to the extent permitted under applicable law.
(5) In connection with separation agreements entered into by Dr. Echt and Dr.
Hunt with the Company, unvested options to purchase common stock of the
Company expired as of the day they resigned from the Company. The remaining
vested shares were exercisable for up to 30 days after their resignation.
Both Dr. Echt and Dr. Hunt exercised all of the options they were entitled
to exercise prior to the expiration dates.
5
<PAGE> 6
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding the exercise
of stock options by Cardiac Pathways' Chief Executive Officer and those
executive officers who earned more than $100,000 during the fiscal year ended
June 30, 2000 and the value of stock options held as of June 30, 2000 by these
executive officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT JUNE 30, 2000(#) AT JUNE 30, 2000($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED(#)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Prescott....... -- -- 15,000 332,306 $20,112 $50,278
Debra S. Echt, M.D. ..... 25,000 $110,681 -- -- -- --
Richard E. Riley......... -- -- 43,066 77,158 35,352 22,013
Jon P. Hunt.............. 6,031 30,017 20,000 -- 7,500 --
</TABLE>
---------------
(1) Fair market value of the Company's Common Stock at fiscal year-end ($4.875
based on the last reported sale price of the Company's Common Stock on June
30, 2000) minus the exercise price.
(2) Fair market value of the Company's Common Stock on the date of exercise
minus the exercise price.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
Ms. Miller, Messrs. Bullington, Weigle, and Riley have entered into
employment agreements with the Company pursuant to which the Company may
terminate their employment at any time with or without cause; provided, however,
that if employment is terminated with cause, the Company will pay the employee a
severance payment in an amount equal to one month of the employee's then-current
monthly base salary and if the employee's employment is terminated without
cause, the Company will pay the employee a severance payment of an amount equal
to twelve months of the employee's then-current monthly base salary. The
agreements also provide that all outstanding stock options held by the employees
become immediately exercisable in the event that the employee's employment is
terminated without cause or is constructively terminated in connection with a
merger, reorganization or sale of substantially all of the assets of the Company
in which stockholders of the Company immediately prior to the transaction
possess less than fifty percent (50%) of the voting power of the surviving
entity (or its parent) immediately after the transaction.
On July 23, 1999, the Company and Mr. Prescott entered into an employment
agreement that, among other things, provided Mr. Prescott with an annual base
salary of $265,000 and options to purchase (i) 187,306 shares of the Company's
common stock at an exercise price of $4.50 per share, and (ii) 100,000 shares of
the Company's common stock at an exercise price of $4.63 per share. One-fourth
of Mr. Prescott's options will vest on each anniversary of his employment over
the next four years. In the event Mr. Prescott is terminated without justifiable
cause during the first year of his employment, Mr. Prescott will be entitled to
acceleration of vesting as to 1/48 of such options for each full month of
employment. Mr. Prescott is also entitled to immediate vesting of 100% of his
shares if a merger or other sale of the Company results in a change in control
of its voting stock and Mr. Prescott is involuntarily terminated.
In addition to options to purchase the Company's common stock, Mr. Prescott
is entitled to the following:
- a $250,000 loan from the Company at a 7% interest rate to purchase shares
of the Company's Series B Convertible Preferred Stock (the "Series B
Preferred"). This loan is payable in 12 quarterly installments commencing
on the third anniversary of the loan;
- relocation expenses;
- a one-time bonus of $75,000 paid on June 25, 1999 (subsequently this
bonus was adjusted by mutual agreement between Mr. Prescott and the
Company to $46,759);
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<PAGE> 7
- severance of 12 months of his then current monthly salary in the event
Mr. Prescott is terminated without justifiable cause; and
- a bonus of up to 25% of his then current salary upon the attainment of
goals set by the board of directors for each fiscal year during which Mr.
Prescott remains Chief Executive Officer.
Dr. Echt and Dr. Hunt entered into separation agreements with the Company,
pursuant to which Dr. Echt and Dr. Hunt resigned effective February 18, 2000 and
June 30, 2000, respectively. Pursuant to their agreements with the Company, Dr.
Echt received a lump sum severance payment equal to 5 months of her then current
monthly base salary and Dr. Hunt received a lump sum severance payment equal to
6 months of his then current monthly base salary. In addition to her lump sum
severance, Dr. Echt also received her then current monthly pay for the period
from February 18, 2000 through June 18, 2000 as if she were still employed. Dr.
Hunt also received forgiveness on the principal and interest for a $60,000 loan
made to him by the Company in addition to his lump sum severance.
DIRECTOR COMPENSATION
In fiscal 2000, nonemployee directors who were neither affiliated with nor
nominated by a stockholder that owned one percent or more of the outstanding
capital stock of Cardiac Pathways (the "Outside Directors") were entitled to
receive a fee of $1,500 for attendance at each general Board of Directors
meeting, $500 if present at such meeting by telephone, a fee of $150 for
attendance at each committee meeting for services provided in that capacity and
were reimbursed for out of pocket expenses incurred in connection with their
attendance at Board of Director or committee meetings. There are currently no
Outside Directors.
Under Cardiac Pathways' 1996 Director Option Plan, Outside Directors may
receive stock option grants pursuant to an automatic nondiscretionary grant
mechanism. The exercise price of the options is set at 100% of the fair market
value of Cardiac Pathways' common stock on the grant date. The Director Option
Plan provides for an initial option grant to purchase 2,600 shares of common
stock to each new Outside Director of the Company. In addition, each Outside
Director is automatically granted an option to purchase 140 shares of common
stock at the next meeting of the Board of Directors following each Annual
Meeting of Stockholders, if on such date, such director has served on the Board
of Directors for at least the preceding six months. The terms of each of these
grants are ten years, provided that such options shall terminate three months
following the termination of the optionee as a director (or twelve months if the
termination is due to death or disability). The initial grant vests at a rate of
25% of the shares subject to such option on the first anniversary of the date of
grant and at a rate of 1/48 of such shares per month thereafter. The annual
grants vest at a rate of 1/8 of the shares subject to such option six months
after the date of grant and at a rate of 1/48 of such shares per month
thereafter.
On July 25, 2000, Dr. Kuo received an option to purchase 20,000 shares of
the Company's common stock under the Company's 1991 Stock Option Plan at an
exercise price of $4.88 per share. This one-time award of stock to Dr. Kuo was
granted to him in consideration of his ongoing and future activities related to
the Company's business operations and future strategic direction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors Kuo and Brooks. Dr. Kuo
and Mr. Brooks are both representatives of the Series B Preferred stockholders.
Mr. Brooks is a general partner and managing director of BA Venture Partners, an
entity which owns 10,000 shares of the Company's Series B Preferred which is
currently convertible into 2,000,000 common shares. BA Venture Partners bought
these shares of Series B Preferred pursuant to a financing which closed in July
1999. For further discussion of this financing please see the section entitled
"Certain Transactions -- Series B Financing."
7
<PAGE> 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Cardiac Pathways' common stock as of October 20, 2000 as to: (i)
each person or entity who is known by Cardiac Pathways to own beneficially more
than 5% of the outstanding shares of Common Stock Equivalents (common stock and
Series B Preferred on an as converted basis); (ii) each director of Cardiac
Pathways; (iii) Cardiac Pathways' current Chief Executive Officer and each
executive officer of Cardiac Pathways who earned more than $100,000 during the
last fiscal year; (iv) two individuals who would have been included in (iii)
above if they had continued to serve as executive officers at the end of Cardiac
Pathways' last fiscal year; and (v) all directors and current executive officers
of the Company as a group. Except as otherwise noted, the stockholders named in
the table have sole voting and investment power with respect to all shares of
Common Stock Equivalents shown as beneficially owned by them, subject to
applicable community property laws.
<TABLE>
<CAPTION>
COMMON STOCK
EQUIVALENTS APPROXIMATE
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED OWNED(1)
---------------- ------------ -----------
<S> <C> <C>
State of Wisconsin Investment Board(2)...................... 1,563,000 18.3%
P.O. Box 7842
Madison, WI 53707
BankAmerica Ventures(3)..................................... 2,028,000 23.7
950 Tower Lane, Suite 700
Foster City, CA 94404
Entities affiliated with Morgan Stanley..................... 2,020,000 23.6
Venture Partners(4)
221 Avenue of the Americas
New York, NY 10020
Entities affiliated with Van Wagoner........................ 1,184,900 13.9
Capital Management, Inc.(5)
One Bush Street, Suite 1150
San Francisco, CA 94104
William N. Starling(6)...................................... 138,442 1.6
Thomas M. Prescott(7)....................................... 122,244 1.4
Mark J. Brooks(3)........................................... 2,028,000 23.6
M. Fazle Husain(4).......................................... 2,020,000 23.5
Anchie Kuo, M.D.(3)......................................... 2,028,000 23.6
Richard E. Riley(8)......................................... 77,025 *
All directors and current executive officers as a group (10
persons)(9)............................................... 340,191 4.0
</TABLE>
---------------
* Less than 1%
(1) Applicable percentage ownership is based on 8,551,866 Common Equivalent
Shares outstanding as of October 20, 2000 (consisting of 3,101,866 shares of
common stock and 27,250 shares of Series B Preferred currently convertible
into 5,450,000 shares of common stock), together with applicable options or
warrants for such stockholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission, based
on factors including voting and investment power with respect to shares
subject to the applicable community property laws. Shares of common stock
subject to options or warrants currently exercisable or exercisable within
60 days after October 20, 2000 are deemed outstanding for computing the
percentage ownership of the person holding such options, but are not deemed
outstanding for computing the percentage of any other person.
(2) The State of Wisconsin Investment Board (the "SWIB") is a government agency,
which manages public pension funds and has sole dispositive and voting power
over 351,000 shares of common stock. Also includes 1,200,000 shares of
common stock issuable upon conversion of Series B Preferred. Also includes
12,000 shares of common stock issuable upon the exercise of warrants to
purchase 60 shares of Series B Preferred.
8
<PAGE> 9
(3) Security ownership for BA Venture Partners includes 2,000,000 shares of
common stock issuable upon conversion of Series B Preferred. Also includes
28,000 shares of common stock issuable upon the exercise of warrants to
purchase 140 shares of Series B Preferred.
(4) Security ownership for entities affiliated with Morgan Stanley includes
2,000,000 shares of common stock issuable upon conversion of Series B
Preferred. Also includes 20,000 shares of common stock issuable upon the
exercise of warrants to purchase 100 shares of Series B Preferred.
(5) Reflects ownership as reported by NASDAQ information services. Van Wagoner
Capital Management, Inc. has sole dispositive power, and Van Wagoner Funds,
Inc. has sole voting power over, 1,184,900 shares of common stock.
(6) Consists of 61,823 shares of common stock held by the Starling Family Trust,
4,433 shares of common stock held by the Starling Irrevocable Trust and
72,166 shares of common stock which may be acquired upon exercise of stock
options exercisable within 60 days after October 20, 2000. Mr. Starling has
voting and dispositive control over all of such shares.
(7) Includes 72,244 shares of common stock which may be acquired upon exercise
of stock options exercisable within 60 days after October 20, 2000 and
50,000 shares of Common Stock issuable upon conversion of Series B
Preferred.
(8) Includes 68,002 shares of common stock which may be acquired upon exercise
of stock options exercisable within 60 days after October 20, 2000.
(9) Includes 212,412 shares of common stock which may be acquired upon exercise
of stock options exercisable within 60 days after October 20, 2000. Also,
includes 50,000 shares of Common Stock issuable upon conversion of Series B
Preferred.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Series B Financing
In July 1999, the Company's stockholders authorized and the Company
completed a $32 million offering of Series B Preferred at $1,000 per share to a
group of accredited investors. In connection with this Series B Preferred
financing, the Company raised $31.5 million, net of issuance costs. In June
2000, one of the holders of Series B Preferred converted 5,000 shares of Series
B Preferred into 1,000,000 shares of common stock. The 1,000,000 shares of
common stock were issued as unregistered common stock to an affiliate of the
Company subject to regulating restrictions and holding period requirements. The
remaining 27,750 shares of Series B Preferred are convertible at the option of
the holders into 5.45 million shares of common stock.
The financing was severely dilutive to the Company's then existing
stockholders. The following table summarizes the dilutive effect, for percentage
ownership purposes, of the financing on the stockholders based on outstanding
share information as of June 30, 2000:
<TABLE>
<CAPTION>
SHARES PERCENTAGE
--------- ----------
<S> <C> <C>
Outstanding common stock as of June 30, 2000.......... 3,078,486 36.1%
New common stock issuable upon conversion of the
Series B Preferred.................................. 5,450,000 63.9
--------- -----
Total....................................... 8,528,486 100.0%
========= =====
</TABLE>
This table does not give effect to the issuance of warrants to purchase 300
shares of Series B Preferred (convertible into 60,000 shares of common stock) in
connection with interim funding provided to the Company.
The holders of the Series B Preferred are entitled to significant rights,
preferences and privileges as a result of their investment.
The two largest holders of Series B Preferred control three of five seats
(60%) on the Board. The members of the Board include Thomas M. Prescott,
President and Chief Executive Officer of the Company, Mark J. Brooks, Anchie Y.
Kuo, M.D. and M. Fazle Husain, nominees of the holders of Series B Preferred
9
<PAGE> 10
and William N. Starling, a former director, chief executive officer and
president of the Company. The consent of the directors nominated by the holders
of Series B Preferred will be required to increase the number of directors above
the number currently in office.
Each share of Series B Preferred is convertible into 200 shares of common
stock. The conversion ratio of the Series B Preferred is subject to adjustment
for price based antidilution.
The holders of Series B Preferred are entitled to a cumulative dividend
when, as and if declared by the Board at a rate per share equal to 11% per annum
of the initial purchase price of the Series B Preferred. The Series B Preferred
has a liquidation preference equal to the initial purchase price plus any
accrued dividends upon the occurrence of a liquidation, a merger or the sale of
all or substantially all of the Company's stock or assets. As a result of the
liquidation preference, in the event of a liquidation, merger or the sale of
substantially all of the Company's stock or assets, the holders of the Series B
Preferred will receive their original purchase price plus any accrued dividends
prior to any distribution to the holders of common stock.
The Series B Preferred is redeemable after May 31, 2004 at the request of a
majority of the holders, subject to the approval of the Company. If a redemption
request is received but not approved by the Company, the cumulative dividend
rate payable on the Series B Preferred will increase by six percentage points
for each year a redemption does not occur.
The holders of the Series B Preferred vote on all matters presented to
stockholders on an as-converted to common stock basis. In addition, the
affirmative vote of holders of a majority of the Series B Preferred, voting as a
separate class, will be required to:
1. Amend or repeal any provision, or add any provision to the
certificate of incorporation or bylaws which changes the rights of the
Series B Preferred;
2. Increase or decrease (other than by redemption or conversion) the
total number of authorized shares of preferred stock or common stock;
3. Authorize or issue, or obligate itself to issue, any other security
convertible into or exercisable for any security having a preference over,
or being on a parity with, the Series B Preferred with respect to voting,
dividends, redemption or upon liquidation;
4. Issue any shares of common stock, other than
(a) shares of common stock issuable or issued to employees,
consultants or directors of the Company directly or pursuant to a stock
option plan or restricted stock plan approved by the board of directors,
including the representatives of the Series B Preferred;
(b) shares of common stock issuable or issued upon conversion of the
Series A Participating Preferred Stock or the Series B Preferred or as
dividends or distributions on the Series A Participating Preferred Stock or
the Series B Preferred;
(c) shares of common stock issuable or issued upon exercise of
warrants issued to banks, equipment lessors or other vendors, where such
common stock or warrants were approved by the board of directors, including
the representatives of the Series B Preferred; or
(d) shares of common stock issuable or issued as consideration for
business combinations or corporate partnering agreements approved by the
board of directors, including the representatives of the Series B
Preferred.
5. Declare or pay any dividends on its common stock or redeem,
purchase or otherwise acquire (or pay into or set aside for a sinking fund
for such purpose) any share or shares of common stock, provided, however,
that this restriction shall not apply to the repurchase of shares of common
stock from employees, officers, directors, consultants or other persons
performing services for Cardiac Pathways or any subsidiary pursuant to
agreements under which Cardiac Pathways has the option to repurchase such
shares at cost or at cost upon the occurrence of certain events, such as
the termination of employment;
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6. Sell, convey or otherwise dispose of all or substantially all of
its property or business or merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary corporation) or effect
any transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of this corporation is disposed of;
7. Repurchase any series of preferred stock; or
8. Increase or decrease the size of the board of directors.
The holders of the Series B Preferred have a right of first offer with
respect to future financings by the Company.
The holders of 45% of the then outstanding Series B Preferred will have the
right to request that the Company register the shares of common stock into which
the Series B Preferred are convertible after May 21, 2000. In addition, if the
Company otherwise registers shares of its common stock, the holders of the
Series B Preferred will be entitled to participate in the registration.
The foregoing transaction did not involve any underwriters, underwriting
discounts or commissions or any public offering, and we believe that each
transaction was exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) thereof or Regulation D promulgated thereunder. The
recipients in such transactions represented their intention to acquire the
securities for investment only and not with a view to or for resale in
connection with any distribution thereof, and appropriate legends were affixed
to the share certificates and instruments issued in such transactions. All
recipients had adequate access, through their relationships with us, to
information about us.
Other Transactions with Directors, Executive Officers and Others
In May 1999, William N. Starling resigned as President and Chief Executive
Officer of the Company. Mr. Starling remained a member of the Board of
Directors. The Company, the holders of the Series B Preferred and Mr. Starling
agreed that for as long as Mr. Starling continues as a member of the Board, the
options to purchase common stock held by Mr. Starling will continue to vest. As
of the date he resigned as President and Chief Executive Officer, Mr. Starling
held 9,458 shares subject to unvested options to purchase common stock. On
January 1, 2000, Mr. Starling entered into a consulting agreement with the
Company to provide the Company with business development and strategy consulting
services on a directed basis. Mr. Starling was paid a total of $144,865 through
the period ending June 30, 2000, the expiration date of the agreement.
Arrow International, Inc. Relationship
In June 1995 and December 1995, an aggregate of 606,667 shares of Series F
Preferred Stock was sold to Arrow International, Inc. ("Arrow") at a price of
$15.00 per share for an aggregate purchase price of approximately $9.1 million.
In the transaction Arrow also acquired warrants to purchase 7,667 shares of
Series F Preferred Stock at an exercise price of $13.125, which expire on the
earlier of June 2000 or the closing date of a transaction involving a change of
control. Each share of Series F Preferred Stock was converted automatically into
one share of Common Stock upon the closing of the initial public offering of the
Company's Common Stock in June 1996. As of October 12, 1999, Arrow beneficially
owned 1.5% shares of the Company's outstanding Common Stock.
Arrow also has the exclusive right to distribute the Company's
Trio/Ensemble diagnostic catheters in all territories of the world except
southern Europe and Japan. Sales to Arrow under its distributorship accounted
for approximately $300,000 for the fiscal year ended June 30, 2000 and
represented approximately 4.4% of the Company's net sales.
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We believe that all of the transactions set forth above were made on terms
no less favorable to the Cardiac Pathways than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
Cardiac Pathways and its officers, directors, principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including a
majority of the independent and disinterested outside directors, and will
continue to be on terms no less favorable to Cardiac Pathways than could be
obtained from unaffiliated third parties.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
CARDIAC PATHWAYS CORPORATION
By: /s/ THOMAS M. PRESCOTT
------------------------------------
Thomas M. Prescott
President, Chief Executive Officer
Date: October 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ THOMAS M. PRESCOTT President, Chief Executive Officer October 26, 2000
--------------------------------------------- (Principal Executive Officer)
(Thomas M. Prescott)
/s/ ELDON M. BULLINGTON Vice President of Finance and Chief October 26, 2000
--------------------------------------------- Financial Officer (Principal
(Eldon M. Bullington) Financial and Accounting Officer)
/s/ WILLIAM N. STARLING* Chairman of the Board of Directors October 26, 2000
---------------------------------------------
(William N. Starling)
/s/ MARK J. BROOKS* Director October 26, 2000
---------------------------------------------
(Mark J. Brooks)
/s/ M. FAZLE HUSAIN* Director October 26, 2000
---------------------------------------------
(M. Fazle Husain)
/s/ ANCHIE Y. KUO, M.D.* Director October 26, 2000
---------------------------------------------
(Anchie Y. Kuo, M.D.)
---------------------------------------------
*By: /s/ THOMAS M. PRESCOTT October 26, 2000
----------------------------------------
Thomas M. Prescott
Attorney-In-fact
</TABLE>
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