<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THORATEC LABORATORIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-2340464
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
6035 STONERIDGE DRIVE, PLEASANTON, CALIFORNIA 94588; (510) 847-8600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
D. KEITH GROSSMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
6035 STONERIDGE DRIVE, PLEASANTON, CALIFORNIA 94588; (510) 847-8600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
AUGUST J. MORETTI, ESQ. RICHARD S. FORMAN, ESQ.
RICHARD FRIEDMAN, ESQ. STROOCK & STROOCK & LAVAN LLP
HELLER EHRMAN WHITE & MCAULIFFE 2029 CENTURY PARK EAST, SUITE 1800
525 UNIVERSITY AVENUE LOS ANGELES, CA 90067
PALO ALTO, CALIFORNIA 94301 (310) 556-5800 (TEL)
(650) 324-7000 (TEL) (310) 556-5959 (FAX)
(650) 324-0638 (FAX)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effectiveness of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration
No. 333-36685
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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==================================================================================================
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, no par value.... 1,000,000 $ 5,000,000 $1,516
=================================================================================================
</TABLE>
* The registration fee has been calculated pursuant to Rule 457(o) of the
Securities Act of 1933, as amended.
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<PAGE> 2
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The Registrant hereby incorporates herein by reference the contents of
its Registration Statement on Form S-3 (Registration No. 333-36685), which was
declared effective by the Securities and Exchange Commission on November 4,
1997.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thoratec
Laboratories Corporation has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pleasanton, State of California on November 4, 1997.
THORATEC LABORATORIES CORPORATION
By /s/ CHERYL D. HESS
------------------------------------
Cheryl D. Hess
Vice President, Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------- -------------------
<S> <C> <C>
D. KEITH GROSSMAN* Director, President and November 4, 1997
- ------------------------------------------ Chief Officer (Principal
D. Keith Grossman Executive Officer)
/s/ CHERYL D. HESS Vice President, Finance November 4, 1997
- ------------------------------------------ and Chief Financial
Cheryl D. Hess Officer (Principal
Financial and Accounting
Officer)
CHRISTY W. BELL* Director November 4, 1997
- ------------------------------------------
Christy W. Bell
HOWARD E. CHASE* Director November 4, 1997
- ------------------------------------------
Howard E. Chase
J. DANIEL COLE* Director November 4, 1997
- ------------------------------------------
J. Daniel Cole
J. DONALD HILL* Director November 4, 1997
- ------------------------------------------
J. Donald Hill, M.D.
WILLIAM M. HITCHCOCK* Director November 4, 1997
- ------------------------------------------
William M. Hitchcock
GEORGE W. HOLBROOK, JR.* Director November 4, 1997
- ------------------------------------------
George W. Holbrook, Jr.
DANIEL M. MULVENA* Director November 4, 1997
- ------------------------------------------
Daniel M. Mulvena
</TABLE>
/s/ CHERYL D. HESS
- -----------------------------------
*Cheryl D. Hess
(Attorney-in-Fact)
2
<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Heller Ehrman White & McAuliffe (contained in opinion filed as Exhibit 5.1)
23.3 Consent of Fish & Richardson P.C.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Heller Ehrman White & McAuliffe
ATTORNEYS
November 4, 1997
18103-0151
Thoratec Laboratories Corporation
1823 Eighth Street
Berkeley, California 94710
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Thoratec Laboratories Corporation, a
California corporation (the "Company"), in connection with Registration
Statement filed with the Securities and Exchange Commission on Form S-3 (the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), 3,000,000 shares of the
Company's Common Stock, no par value (the "Shares"), 2,000,000 of which are
being sold by the Company and 1,000,000 of which are being sold by a selling
shareholder (the "Selling Shareholder"). The Registration Statement is being
filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act. The Shares are to be sold pursuant to a Placement
Agency Agreement (the "Placement Agency Agreement") among the Company, the
Selling Shareholder, Vector Securities International, Inc. and Cruttenden Roth
Incorporated, as representatives of the placement agents named in Schedule I to
the Placement Agency Agreement.
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents, instruments and certificates:
(a) The Restated Articles of Incorporation of the Company
certified by the Secretary of State of the State of California
as of September 18, 1997, and certified to us by an officer of
the Company as being complete and in full force and effect as
of the date of this opinion;
<PAGE> 2
Thoratec Laboratories Corporation Heller Ehrman White & McAuliffe
November 4, 1997 ATTORNEYS
Page 2
(b) The Bylaws of the Company certified to us by an officer of the
Company as being complete and in full force and effect as of
the date of this opinion;
(c) A Certificate of the Secretary of the Company: (i) certifying
that copies of all records of proceedings and actions of the
Board of Directors of the Company, including any committee
thereof, relating to the issuance of the Shares and the
proposed public offering have been provided to us; and (ii)
certifying as to certain factual matters;
(d) The Registration Statement;
(e) The Company's Registration Statement on Form S-3 (File No.
333-36685) (the "Prior Registration Statement");
(f) The draft of the Placement Agency Agreement filed as Exhibit
1.1 to the Registration Statement and;
(g) A letter from American Securities Transfer & Trust, Inc. dated
October 9, 1997, certifying as to the number of Shares of
Company Common Stock outstanding as of October 8, 1997.
This opinion is limited to the laws of the State of California, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold; (ii) the Placement
Agency Agreement signed by the parties thereto conforms in all material respects
to the draft filed as Exhibit 1.1 to the Prior Registration Statement; (iii) the
Company received the full consideration stated in the resolution authorizing the
issuance of the currently outstanding Shares; (iv) the currently outstanding
Shares to be sold by the Selling Shareholders are delivered and paid for in
accordance with the Placement Agency Agreement; (v) the currently unissued
Shares to be sold by the Company are issued, delivered and paid for in
accordance with the terms of the Placement Agency Agreement; and (vi) all
applicable securities laws are complied with, it is our opinion that the
currently issued and outstanding Shares covered by the Registration Statement to
be sold by the Selling Shareholder are legally issued, fully paid and
non-assessable and the currently unissued Shares, when issued by the Company,
will be legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose, or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written consent.
We disclaim any obligation to advise you of any developments that come to our
attention after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
<PAGE> 3
Thoratec Laboratories Corporation Heller Ehrman White & McAuliffe
November 4, 1997 ATTORNEYS
Page 3
Very truly yours,
/s/ HELLER EHRMAN WHITE & McAULIFFE
-------------------------------------
Heller Ehrman White & McAuliffe
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Thoratec Laboratories Corporation on Form S-3 of our report dated February 14,
1997 appearing in Registration Statement No. 333-36685, which is also
incorporated herein by reference.
Deloitte & Touche LLP
San Francisco, California
October 31, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF FISH & RICHARDSON P.C.
We hereby consent to the reference to our name under the caption
"Experts" in the Prospectus included in this Registration Statement of Thoratec
Laboratories Corporation.
Dated: November 4, 1997
By FISH & RICHARDSON P.C.
-----------------------------------
Fish & Richardson P.C.
