As filed with the Securities and Exchange Commission
on June 11, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO CARDIOSYSTEMS INC.
(Exact name of registrant as specified in its charter)
------------------
Massachusetts 04-3027040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
470 Wildwood Street
Woburn, MA 01888
(617) 932-8668
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo Cardiosystems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, MA 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire
General Counsel
Thermo Cardiosystems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, MA 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
PAGE
<PAGE>
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, please check the following box. [ x ]
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. [ ]
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
Title of each Proposed
class of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$.10 par 60,000
value per shares $50(1) $3,000,000(1) $1,035(1)
share
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on June 7, 1996.
-------------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PAGE
<PAGE>
PROSPECTUS
60,000 Shares
THERMO CARDIOSYSTEMS INC.
Common Stock
Par Value $.10 Per Share
This Prospectus relates to the resale of 60,000 shares (the
"Shares") of Common Stock, par value $.10 per share (the "Common
Stock"), of Thermo Cardiosystems Inc. (the "Company" or the
"Registrant") that may be acquired upon exercise of the Company's
Stock Purchase Warrant dated May 26, 1993 (the "Warrant"). The
Warrant is exercisable by a certain shareholder of the Company
(the "Selling Shareholder") at any time, and from time to time,
in whole or in part, at a price of $5.83 per share, subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions, as provided in the Warrant.
The Selling Shareholder may distribute the Shares to its
stockholders. The Shares may also be offered by the Selling
Shareholder and/or its stockholders from time to time in
transactions on the American Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholder and/or its stockholders may
effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the
Selling Shareholder, its stockholders and/or the purchasers of
the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary
commissions). The Selling Shareholder, its stockholders and any
broker-dealer who acts in connection with the sales of Shares
hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and
profit on any resale of the Shares as principal might be deemed
to be underwriting discounts and commissions under the Securities
Act. See "Selling Shareholder."
The Shares offered hereby involve a high degree of risk.
See "Risk Factors" beginning on page 4.
-------------
PAGE
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
None of the proceeds from the sale of the Shares by the
Selling Shareholder will be received by the Company. The Company
has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of
counsel or other advisers to the Selling Shareholder) in
connection with the registration and sale of the Shares being
registered hereby. The Company has agreed to indemnify the
Selling Shareholder against certain liabilities, including
liabilities under the Securities Act as underwriters or
otherwise.
June 11, 1996
_____________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation may not be
lawfully made.
_____________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
2
PAGE
<PAGE>
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is listed on
the American Stock Exchange, and the reports, proxy statements
and other information filed by the Company with the Commission
can be inspected at the offices of the American Stock Exchange,
86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration
Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning
provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Secretary, Thermo Cardiosystems Inc., c/o
Thermo Electron Corporation, 81 Wyman Street, P. O. Box 9046,
Waltham, Massachusetts 02254-9046 (telephone number: (617)
622-1000).
THE COMPANY
The Company is a leader in the research, development, and
manufacture of implantable left ventricular-assist systems
("LVAS"). These systems are designed to perform substantially
all or part of the pumping function of the left ventricle of the
natural heart for patients suffering from cardiovascular disease.
Unlike total artificial heart systems, which require removal of
the natural heart, the LVAS allows the natural heart to remain in
place, preserving the heart's biological control mechanisms and
reducing blood-contacting surfaces that have led to strokes in
patients using other cardiac devices. The Company has developed
two systems for patients requiring long-term cardiac support: an
implantable pneumatic (IP) LVAS that is powered by an external
electrically driven air-pump, and an electric LVAS that is driven
by an implanted electric motor and powered by a lightweight
battery pack worn by the patient. In October 1994, the Company
3
PAGE
<PAGE>
announced that the U.S. Food and Drug Administration ("FDA") had
granted approval for the commercial sale of the air-driven LVAS
for use as a bridge-to-transplant. With this approval, the
air-driven system became available for sale to cardiac centers
throughout the United States. The Company received the European
Conformity Mark ("CE Mark") for commercial sale of the air-driven
LVAS in all European Community countries in April 1994, and, in
August 1995, received the same approval for the electric system.
The electric version of the LVAS is currently being used in the
U.S. in clinical trials for patients awaiting heart transplants,
and, late in 1995, the FDA approved the protocol for conducting
clinical trials of the electric LVAS as an alternative to heart
transplant. The electric LVAS is being used in Europe as both a
bridge-to-transplant and as an alternative to heart transplant.
The Company was incorporated in 1988 as a wholly-owned
subsidiary of Thermedics Inc. ("Thermedics") and is the successor
in interest to the assets and business of that company relating
to the research and development of implantable heart-assist
systems. Prior to the formation of Thermedics in June 1983, this
business was conducted by a division of Thermo Electron
Corporation ("Thermo Electron") beginning in 1966.
In April 1996, the Company declared a three-for-two stock
split in the form of a 50% stock dividend, payable on May 15,
1996, to shareholders of record as of May 1, 1996. The share and
per share data as reported in the Company's Annual Report on the
10-K for the year ended December 30, 1995, incorporated herein by
reference, has not been restated to reflect the stock split.
Common shares outstanding as of December 30, 1995, on a pro forma
basis, reflecting the stock split, would have been 36,163,275
shares. The following table presents other selected financial
data on a pro forma basis to reflect the stock split.
Fiscal Year
-----------
(In thousands except per share amounts) 1995 1994 1993
--------------------------------------- ---- ---- ----
Earnings per share $.19 $.05 $.01
Weighted average shares 37,273 36,930 33,264
As of March 31, 1996, Thermedics owned 13,055,075 shares of
the Company's common stock, representing approximately 54% of
such stock outstanding and Thermo Electron owned 126,952 shares
of the Company's common stock representing approximately .5% of
such stock outstanding. In April 1996, Thermedics acquired
90,000 shares of the Company's common stock from Thermo Electron.
In consideration for such shares, and 107,500 shares of the
common stock of Thermo Voltek Corp., another subsidiary of
Thermedics, Thermedics issued 299,112 shares of its common stock
to Thermo Electron. As of March 31, 1996, Thermedics was a
52%-owned subsidiary of Thermo Electron.
4
PAGE
<PAGE>
The Company's principal offices are located at 470 Wildwood
Street, P.O. Box 2697, Woburn, Massachusetts 01888-2697, and its
telephone number is (617) 932-8668.
5
PAGE
<PAGE>
RISK FACTORS
Investors should carefully consider the following factors in
evaluating the Company and its business before purchasing the
securities offered hereby.
Uncertainty of Regulatory Approval for Biomedical Devices.
The Company's LVAS is subject to approval by the FDA before they
may be sold at a profit in the U.S. The Company is also subject
to regulatory requirements in foreign countries in which the
Company markets its devices. The process of obtaining regulatory
approvals is lengthy, expensive and inherently uncertain.
Failure to comply with applicable regulatory requirements can
result in, among other things, fines, suspensions of approvals,
recalls of products, operating restrictions and criminal
prosecutions.
In October 1994, the Company's air-driven LVAS was approved
for commercial sale by the FDA. This approval allows the Company
to sell the air-driven LVAS to cardiac surgery centers in the
United States. In April 1994, the Company received the CE Mark
for commercial sale of the air-driven LVAS in all European
Community countries. The Company has developed the HeartPak_,
which is a lightweight portable console designed to be used with
the air-driven LVAS. Although the HeartPak portable console
received the CE Mark for commercial sale in all European
Community countries in February, 1995, the Company must still
obtain FDA approval before selling it commercially in the U.S.
In July 1995, the FDA approved the beginning of Phase I clinical
trials of the HeartPak portable console which will evaluate the
safety of the system in hospitals. The Company also plans to
conduct Phase II studies of the HeartPak portable console to
evaluate the system in the home environment. The Company intends
to seek FDA approval of the HeartPak portable console by filing a
supplement to its air-driven LVAS premarket approval ("PMA")
application, which was previously approved by the FDA. However,
no assurance can be given that the Company will file such
supplement on a timely basis, or at all. Further, even if the
supplement is filed, there can be no assurance that the HeartPak
portable console will ultimately receive FDA approval. Failure
of the Company to obtain approval of such a supplement may
require patients supported by the air-driven LVAS to remain
hospitalized. This could materially decrease the market for the
air-driven LVAS.
The Company is currently conducting clinical trials of its
electric LVAS, which is subject to the same regulatory approval
process. In December 1995, the FDA approved the protocol for
conducting clinical trials of the electric LVAS as an alternative
to heart transplant. No assurance can be given that the Company
will file a PMA application with respect to the electric LVAS on
a timely basis, or at all, or that the PMA application, if filed,
will ultimately be approved by the FDA. In addition, any design
6
PAGE
<PAGE>
changes to the Company's LVAS must be approved pursuant to a
supplement to an approved PMA application.
Limited History of Profitability. Prior to FDA approval of
the air-driven LVAS in October 1994, the Company incurred
significant operating losses. Since the fourth quarter of 1994,
the Company has generated operating profits. However, the level
of profitability achieved by the Company will continue to depend,
in part, upon its ability to obtain FDA approvals of new products
and product enhancements. Until the Company receives FDA
approval for the commercial sale of its Heartpak portable console
and its electric LVAS, the Company will not be permitted to earn
a profit from the sale of such products in the U.S. Furthermore,
even if the Company receives FDA approval to market one or more
of these devices, there can be no assurance that the Company will
be successful in commercializing such devices.
Uncertainty of Patient Reimbursement. The cost of
implanting a cardiac support system is substantial. Sales of the
Company's LVAS will depend to a large degree upon the
availability of reimbursement for the implantation of the LVAS.
In November 1995, the U.S. Health Care Finance Administration
("HCFA") issued a decision that extends Medicare coverage to the
air-driven LVAS. In addition, certain non-government insurers
have agreed to offer coverage for the air-driven LVAS. Even
though reimbursement has been established by HCFA and certain
non-government insurers, the amount available for reimbursement
may be denied by insurers under certain circumstances, including
if it is determined that a procedure was not the most
cost-effective treatment method, was experimental, or was used
for an unapproved indication. Further, no assurance can be given
that additional third party insurers will approve reimbursement
for the air-driven LVAS or that third party reimbursement for the
HeartPak portable console and electric LVAS will generally be
available within a reasonable period, or at all, if the FDA
approves commercial sale of those products. Without the
financial support of the government or third party insurers, the
market for the Company's LVAS will be limited. In addition,
Medicare and Medicaid limit the reimbursement that hospitals
receive for treating certain medical conditions by setting
maximum fees that can be charged to their patients. Under this
system, hospitals are paid a fixed amount for treating each
patient with a particular diagnosis. Private insurers also have
initiated reimbursement systems designed to slow the escalation
of health care costs. In addition, the Federal government is
considering, and certain state governments are considering or
have adopted, new health care policies intended to curb rising
health care costs. Such policies include rationing of
government-funded reimbursement for health care services and
imposing price controls upon providers of medical products and
services. These policies could have the effect of limiting the
availability of reimbursement for procedures, such as the
implantation of an LVAS, that involve prolonged treatment of
critically ill patients. The Company cannot predict what effect
the policies of governmental entities and other third party
7
PAGE
<PAGE>
payors will have on future sales of LVAS. The unavailability of
third party reimbursement for procedures involving the Company's
LVAS would have a material adverse effect on the Company's
business.
Uncertainty of Opinion Leader Acceptance and Support. A
limited number of cardiac surgeons and cardiologists influences
medical device selection and purchase decisions for a large
portion of the target patient population. The Company will
achieve its business objectives only if its LVAS is recommended
for use by such opinion leaders. The Company has developed
working relationships with a number of leading medical centers,
and its existing and proposed LVAS has been well received by
opinion leaders in cardiac surgery and cardiology. Moreover,
since the inception of its work on cardiac support systems in
1966, the Company has relied upon surgical teams at medical
institutions to perform clinical trials that are necessary to
obtain required FDA approvals. A continuing working relationship
with those and other institutions will be important to the
success of the Company. No assurance can be given that existing
relationships and arrangements can be maintained or that new
relationships will be established. Furthermore, economic,
psychological, ethical and other concerns may limit acceptance of
heart assist devices in general, and there can be no assurance
that markets of sufficient size will develop for the Company's
LVAS.
Potential Unavailability of Raw Materials. In 1992, two
major manufacturers of medical-grade materials decided to phase
out or eliminate their supply of raw materials used in
implantable medical devices. These withdrawals affected the
availability of several components and materials used by the
Company in its products. The Company has developed and received
FDA approval for the use of one alternative material and is in
the process of qualifying certain other alternative materials or
developing alternative sources for the materials no longer
supplied by these manufacturers. While the Company believes that
it has adequate supplies of materials to meet demand for the LVAS
for the foreseeable future, there can be no assurance that the
Company will not experience shortages of certain materials in the
future that could delay shipments of the LVAS.
The substitution of new materials for previously approved
materials in medical devices generally requires additional
testing and FDA approval. The time and cost associated with this
process depend on the similarity of the new material to the
original material and the amount of available information
relating to the new material. The cost to the Company to evaluate
and test alternative materials and the time necessary to obtain
FDA approval for these materials are inherently difficult to
determine because both time and cost are dependent on at least
two factors: the similarity of the new material to the original
material and the amount of third party testing that may have
already been conducted on the new material. There can be no
assurance that the FDA approval process for the new materials
8
PAGE
<PAGE>
will not be lengthy, or that the FDA ultimately will approve the
new materials.
Technological Change and Competition. The Company is aware
of one other company that has submitted a PMA application with
the FDA for an implantable LVAS. The Company is unaware whether
this PMA application has been accepted for filing by the FDA.
Also, the Company is aware of one other company that has received
approval by the FDA Advisory Panel on Circulatory System Devices
and subsequent commercial approval for its cardiac-assist device.
This is an external device, positioned on the outside of the
patient's chest, and is intended for short-term use in the
hospital environment. In addition, the Company is aware that a
total artificial heart is currently undergoing clinical trials.
As other organizations perceive the commercial potential for the
LVAS, the Company believes that competition will intensify. The
requirement of obtaining FDA approval for commercial sale of an
LVAS in the U.S., however, is a significant barrier to entry into
the U.S. market for these devices. There can be no assurance,
though, that FDA regulations will not change in the future,
reducing the time and testing required for others to obtain FDA
approval for commercial sale. In addition, other research groups
and companies, some of which have significantly greater resources
than those of the Company, are developing cardiac systems using
alternative technologies or concepts, one or more of which might
prove functionally equivalent to or more suitable than the
Company's systems or may render the Company's products obsolete
or uneconomic.
Uncertainty of Product Development. Although the Company's
air-driven LVAS has been approved for commercial sale by the FDA
the Company's other LVAS products are in various stages of
development and will require extensive additional laboratory,
animal and/or human clinical studies. There can be no assurance
that the HeartPak portable console or electric LVAS or any future
versions of the Company's LVAS will receive FDA approval. The
inability of the Company to obtain FDA approval of its HeartPak
portable console or electric LVAS could have a material adverse
impact on the market for the Company's products.
Limited Manufacturing and Marketing Experience. Until
recently, the Company has been required to manufacture only a
limited number of the LVAS for use in clinical trials. During
1994 and 1995, in anticipation of FDA approval of the air-driven
LVAS, the Company more than doubled its manufacturing space and
hired and trained new manufacturing personnel. The Company,
however, has limited experience in manufacturing large quantities
of the LVAS for commercial sale. Although the Company believes
that it has the capacity and the expertise to manufacture enough
LVAS to meet anticipated demand, no assurance can be given that
the Company will be able to manufacture the LVAS in high volumes,
in a timely manner and at acceptable quantity levels and costs.
Furthermore, while the Company employs a limited number of sales
and marketing personnel who are responsible for selling and
marketing the Company's LVAS to approved sites, the Company does
9
PAGE
<PAGE>
not have experience in the large-scale commercialization of
medical devices. No assurances can be given that the Company
will be able to build its sales and marketing staff in a timely
and cost-effective manner or that the Company's increased sales
and marketing efforts will be successful.
Potential Conflict of Interest. For financial reporting
purposes, both Thermo Electron and Thermedics will include their
share of the Company's net income or loss in their consolidated
results of operations. Certain officers of the Company are also
officers of Thermedics and/or Thermo Electron. Such officers
will devote only a portion of their time to the affairs of the
Company. The members of the Board of Directors and officers of
the Company who are also affiliated with Thermedics and/or Thermo
Electron will consider not only the short-term and long-term
impact of operating decisions on the Company, but also the impact
of such decisions on the consolidated financial results of
Thermedics and Thermo Electron. The Company is also party to
various agreements with Thermo Electron that may limit the
Company's operating flexibility.
Intellectual Property Rights. The Company relies
principally upon trade secret protection and, to a lesser extent,
patents to protect its proprietary rights. The Company requires
all employees to execute non-disclosure agreements protecting the
Company's trade secrets. However, no assurance can be given that
non-disclosure agreements will effectively protect the Company's
trade secrets, or that competitors will not independently develop
equivalent technology, design around the Company's patents or
obtain access to information that the Company believes is
proprietary. The Company's competitive position could be
adversely affected if the Company is unable to protect adequately
its proprietary rights. Also, there can be no assurance that
others will not claim that the Company's activities infringe
their intellectual property rights. In April 1995, the Company
received correspondence from a third party alleging that the
textured surface of the LVAS housing infringed certain patent
rights of such third party. The Company had previously received
similar correspondence from this third party but had not received
any communication for more than three years. In the April 1995
communication, the third party offered the Company a license,
which the Company has elected not to accept. Although the
Company has not received any communication since April 1995 and
believes that it has adequate defenses to the claims of the third
party, due to the inherent uncertainty of litigation, no
assurance can be made that the Company would be successful were
any litigation to be commenced.
Product Liability. The Company faces an inherent business
risk of exposure to product liability claims relating to the use
of its products. Although the Company currently maintains
product liability insurance against this risk, there can be no
assurance that it will be able to continue to obtain such
coverage at economically feasible rates, or at all, or that such
coverage will be adequate in terms and scope to completely
10
PAGE
<PAGE>
protect the Company in the event of a successful product
liability claim.
SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the number of shares of Common Stock beneficially
owned by the Selling Shareholder, the number of Shares that may
be offered by the Selling Shareholder pursuant to this Prospectus
(assuming the exercise in full of the Warrant), and the number of
Shares the Selling Shareholder will own after completion of the
offering, assuming all of the Shares being offered hereby are
sold.
Shares of Shares
Common Owned
Stock Owned Shares After
Selling Shareholder Prior to Being Completion
-------------------
the Offered of the
-------
Offering(1) Offering
-------- --------
The Polymer Technology 60,000 60,000 0
Group, Incorporated(2)
_______________
(1) Calculated in accordance with Securities and Exchange
Commission Rule 13d-3, promulgated under the Exchange
Act.
(2) The Selling Shareholder manufactures certain biomedical
polyurethanes and other specialty polymers and
biomaterials used by the Company in its products and
also licenses certain proprietary rights in such
materials to the Company.
SALE OF SHARES
The Company has been advised that the Selling Shareholder
may distribute the Shares to its stockholders and it and/or its
stockholders may sell the Shares from time to time in
transactions on the American Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market price or at negotiated
prices. The Selling Shareholder and/or its stockholders may
effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the
Selling Shareholder, its stockholders and/or the purchasers of
the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary
commissions).
11
PAGE
<PAGE>
The Selling Shareholder, its stockholders and any
broker-dealers who act in connection with the sale of Shares
hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principal might be
deemed to be underwriting discounts and commissions under the
Securities Act. The Company has agreed to indemnify the Selling
Shareholder against certain liabilities, including liabilities
under the Securities Act as underwriter or otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
three-month period ended March 30, 1996.
(c) The description of the Common Stock which is contained
in the Company's Registration Statement on Form 8-A,
filed under the Exchange Act, as amended.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon by Seth H. Hoogasian, Esq., General Counsel of the
Company. Mr. Hoogasian owns or has the right to acquire, 1,200
shares of Common Stock, 82,385 shares of Thermo Electron common
stock and 8,900 shares of Thermedics common stock.
EXPERTS
The financial statements and schedules of the Company for
the year ended December 30, 1995, incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the
year ended December 30, 1995 have been audited by Arthur Andersen
LLP, independent public accountants, to the extent and for the
periods as indicated in their reports with respect thereto, and
12
PAGE
<PAGE>
are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.
13
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses (other than the underwriting discount) incurred
by the Company in connection with the issuance and distribution
of the securities being registered are as follows. All amounts
are estimated except the Securities and Exchange Commission
registration fee.
Amount*
------
Registration fee - Securities and Exchange
Commission ...................................$ 1,035
Legal fees and expenses ...................... 5,000
Accounting fees and expenses ................. 2,000
Total ...................................$ 8,035
* All amounts are estimated except the Securities and Exchange
Commission fee.
Item 15. Indemnification of Directors and Officers.
(a) The Massachusetts General Laws provide for
indemnification of the Company's officers and directors for
liabilities and expenses that they may incur in such capacities.
In general, officers and directors are indemnified with respect
to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company.
(b) Section 5.8 of the Company's By-laws provides that the
Company shall, to the extent legally permissible, indemnify any
person who was or is a party to, is threatened to be made a party
to, or is otherwise involved in any proceeding by reason of the
fact that such person is or was a director, officer, employee, or
agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee, or agent of another
entity in which the Company has an interest, against all
liabilities and expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such
proceeding, except with respect to any matter as to which such
person shall have been adjudicated in such proceeding not to have
acted in good faith in the reasonable belief that his or her
action was in the best interests of the Company, or, with respect
to any criminal proceeding, had reasonable cause to believe his
or her conduct was unlawful; provided, however, that in the case
of any proceeding by or in the right of the Company to procure a
judgment in its favor, no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties to the
14
PAGE
<PAGE>
Company, unless (and only to the extent that) the court in which
such proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as such court
shall deem proper. Expenses incurred in defending any proceeding
may be paid by the Company in advance of the final disposition of
such proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking in writing by or on
behalf of the indemnified person to repay such amount unless it
shall be determined ultimately that such person is entitled to be
indemnified by the Company as provided in such Section 5.8. The
right of indemnification provided by Section 5.8 of the Company's
By-laws is not exclusive of, and does not affect, any other right
to which any person may be entitled.
(c) The Company has indemnification agreements with its
directors and officers providing for the maximum indemnification
permitted by law. The Company's directors and officers are also
covered by an insurance policy against certain liabilities that
might be incurred in connection with the performance of their
duties.
Item 16. Exhibits.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
15
PAGE
<PAGE>
the changes in volume and price represent no
more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or
furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
16
PAGE
<PAGE>
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
17
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waltham, Commonwealth of Massachusetts, on this day
of June 10, 1996.
THERMO CARDIOSYSTEMS INC.
By: /s/Victor L. Poirier
--------------------
Victor L. Poirier
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Jonathan W. Painter, and each of them, as his true
and lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Victor L. Poirier President, Chief June 10, 1996
Victor L. Poirier Executive Officer and
Director
/s/John N. Hatsopoulos Vice President and June 10, 1996
John N. Hatsopoulos Chief Financial
Officer
/s/Paul F. Kelleher Chief Accounting June 10, 1996
Paul F. Kelleher Officer
18
PAGE
<PAGE>
Signature Title Date
--------- ----- ----
/s/Walter J. Bornhorst Director June 10, 1996
Walter J. Bornhorst
/s/Richard W.K. Chapman Director June 10, 1996
Richard W.K. Chapman
/s/Elias P. Gyftopoulos Director June 10, 1996
Elias P. Gyftopoulos
/s/Robert C. Howard Director June 10, 1996
Robert C. Howard
/s/Leonard Laster Director June 10, 1996
Leonard Laster
/s/John W. Wood Jr. Chairman of the Board June 10, 1996
John W. Wood Jr. and Director
/s/Nicholas T. Zervas Director June 10, 1996
Nicholas T. Zervas
19
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit
Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page).
AA961340034
EXHIBIT 5
[Thermo Cardiosystems Letterhead]
June 10, 1996
Thermo Cardiosystems Inc.
470 Wildwood Street
Woburn, MA 01888
Re: Registration Statement on Form S-3
Dear Sirs:
I am General Counsel to Thermo Cardiosystems Inc., a
Massachusetts corporation (the "Company"), and have acted as
counsel in connection with the registration under the Securities
Act of 1933, as amended, on Form S-3 (the "Registration
Statement"), of 60,000 shares of the Company's Common Stock, $.10
par value per share (the "Shares"), which may from time to time
be sold by a shareholder of the Company.
I or a member of my staff have reviewed the corporate
proceedings taken by the Company with respect to the
authorization of the issuance of the Shares. I or a member of my
staff have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of all
corporate records, documents, agreements or other instruments of
the Company, and have made investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion
that the issuance of the Shares has been duly authorized by the
Company and, when issued and sold in accordance with the
provisions of the Stock Purchase Warrant dated May 26, 1993 by
the Company to The Polymer Technology Group, Incorporated, will
be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement, including any amendments thereto,
and to the use of my name under the caption "Legal Matters" in
the prospectus constituting a part thereof.
Sincerely,
Seth H. Hoogasian
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 7, 1996 included in Thermo Cardiosystems
Inc.'s Form 10-K for the year ended December 30, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 7, 1996
