As filed with the Securities and Exchange
Commission on June 16, 1997
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
P. O. Box 2697
Woburn, Massachusetts 01888-2697
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Clerk
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
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
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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. [ 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
Proposed
Title 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 2,228,235 $27 9/32 $60,789,037 $18,421
value per shares (1) (1) (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 10, 1997.
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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.
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PROSPECTUS
2,228,235 Shares
THERMO CARDIOSYSTEMS INC.
Common Stock
This Prospectus relates to the resale of 2,228,235 shares
(the "Shares") of Common Stock, par value $.10 per share (the
"Common Stock"), of Thermo Cardiosystems Inc. (the "Company")
issuable upon conversion of $70,000,000 principal amount of the
Company's outstanding 4-3/4% Convertible Subordinated Debentures
due 2004 (the "Debentures"). The Debentures are convertible, at
the option of the holder (a "Selling Shareholder"), at a
conversion price of $31.415 per share, subject to adjustment for
certain events. The Shares may be offered 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. Such transactions may be effected by the sale of the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the sellers 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
sellers of the Shares and any broker-dealer who acts in
connection with the sale 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 commission
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.
None of the proceeds from the sale of the Shares 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 advisors
to the sellers of the Shares) in connection with the registration
and sale of the Shares being registered hereby. The Company has
agreed to indemnify the sellers of the Shares against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
_____________
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
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 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.
_________, 1997
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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
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 Seven 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 Commission also maintains a Web
site at (http:\\www.sec.gov). 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.
The Company has filed with the Commission a registration
statement (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect
to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement,
copies of which may be obtained upon payment of the fees
prescribed by the Commission from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade
Center, New York, New York, 10048 and at 500 West Madison Street,
Chicago, Illinois, 60661.
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, Clerk, Thermo Cardiosystems Inc., 81 Wyman
Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
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THE COMPANY
The Company develops and manufactures left ventricular
assist systems and, through its International Technidyne
Corporation subsidiary ("ITC"), manufactures a variety of
coagulation-testing equipment and related disposables, along with
single-use, skin-incision devices.
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, that 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 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 December 1996, the Company acquired substantially all of
the assets, subject to certain liabilities, of Nimbus Medical,
Inc. ("Nimbus"), a research and development organization, for
approximately $5.0 million in cash. Nimbus has been involved in
artificial heart technology for more than 20 years and has
carried out research in two primary fields: ventricular-assist
devices and total artificial hearts. Nimbus was instrumental in
developing the basic technology for high-speed rotary blood
pumps. Because of their smaller size, rotary blood pumps may
potentially be used to provide cardiac support in small adults
and in children.
On May 2, 1997, the Company acquired all of the outstanding
capital stock of ITC from Thermo Electron Corporation ("Thermo
Electron") in exchange for the right to receive 3,355,705 shares
of the Company's Common Stock. ITC is a leading manufacturer of
near-patient, whole-blood, coagulation-testing equipment and
related disposables. ITC also manufactures single-use,
skin-incision devices. ITC had revenues of approximately $34.0
million and net income of approximately $4.7 million for the
fiscal year ended December 28, 1996.
The Company was incorporated on August 18, 1988 as a wholly
owned subsidiary of Thermedics Inc. ("Thermedics"), a publicly
traded subsidiary of Thermo Electron, 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.
This business was conducted by Thermedics from its formation in
1983, and prior to that time as a division of Thermo Electron
beginning in 1966. Before giving effect to the issuance of the
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3,355,705 shares of Common Stock to be issued to Thermo Electron
in connection with the acquisition of ITC, Thermo Electron and
Thermedics owned an aggregate of 54.2% of the outstanding Common
Stock of the Company. Giving effect to the issuance of such
shares, Thermo Electron and Thermedics own an aggregate of 58.1%
of such outstanding common stock.
The Company's principal executive offices are located at 470
Wildwood Street, Woburn, Massachusetts 01888, and its telephone
number is (617) 932-8668.
SELLING SHAREHOLDERS
The Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and the names of the
Selling Shareholders who may sell the Shares. There is no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
principal amount of the Shares that will be held by the Selling
Shareholders after completion of this offering.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
Shareholders had any material relationship with the Company
within the three year period ending on the date of this
Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, as amended.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1997.
(3) The Company's Current Report on Form 8-K, filed with
the Commission on May 13, 1997, with respect to certain
financial information concerning ITC and announcing the
execution of an agreement to issue the Debentures.
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(4) The Company's Current Report on Form 8-K, filed with
the Commission on May 16, 1997, as amended on Form
8-K/A, filed with the Commission on May 30, 1997, with
respect to acquisition of ITC and the closing of the
issuance of the Debentures.
(5) The Company's Current Report on Form 8-K, filed with
the Commission on June 13, 1997, with respect to the
planned repurchase, through June 12, 1998, of up to
$20,000,000 of the Company's Common Stock.
(6) 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 or proxy statements 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,
pursuant to the exercise of stock options, shares of the Common
Stock of the Company, Thermedics and Thermo Electron the fair
market value of which exceeds $50,000.
EXPERTS
The financial statements and schedule of the Company for the
three fiscal years ended December 28, 1996, incorporated in this
Prospectus by reference to Amendment No. 1 on Form 8-K/A to the
Company's Current Report on Form 8-K, filed with the Commission
on May 30, 1997, 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 are
incorporated herein in reliance upon the authority of said firm
as experts in giving said reports.
The financial statements of International Technidyne
Corporation for the three years ended December 28, 1996,
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incorporated in this Prospectus by reference to Amendment No. 1
on Form 8-K/A to the Company's Current Report on Form 8-K, filed
with the Commission on May 30, 1997, 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 are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses 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 and the American Stock
Exchange listing fee.
Amount
------
Securities and Exchange Commission Registration Fee $ 18,421
American Stock Exchange listing fee ................ 17,500
Legal fees and expenses ............................ 1,000
Accounting fees and expenses ....................... 2,000
Miscellaneous ...................................... 1,000
Total ......................................... $ 39,921
Item 15. Indemnification of Directors and Officers.
The Massachusetts Business Corporation Law and the Company's
Articles of Organization and By-Laws limit the monetary liability
of directors to the Company and to its stockholders and 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, and
with respect to any criminal action or proceeding, actions that
the indemnitee had no reasonable cause to believe were unlawful.
The Company also has indemnification agreements with its
directors and officers that provide for the maximum
indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which
insures the directors and officers of Thermo Electron and its
subsidiaries, including the Company, against certain liabilities
which might be incurred in connection with the performance of
their duties.
Item 16. Exhibits and Financial Statement Schedules.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
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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,
the changes in volume and price represent no
more than 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 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
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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 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
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.
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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 12th
day of June, 1997.
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
--------- ----- ----
President, Chief
Executive
/s/ Victor L. Poirier Officer and Director June 12, 1997
Victor L. Poirier
Vice President and
Chief Financial
/s/ John N. Hatsopoulos Officer June 12, 1997
John N. Hatsopoulos
Chief Accounting
/s/ Paul F. Kelleher Officer June 12, 1997
Paul F. Kelleher
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Signature Title Date
--------- ----- ----
/s/ Walter J. Bornhorst Director June 12, 1997
Walter J. Bornhorst
/s/ Elias P. Gyftopoulos Director June 12, 1997
Elias P. Gyftopoulos
/s/ John T. Keiser Director June 12, 1997
John T. Keiser
/s/ Leonard Laster Director June 12, 1997
Leonard Laster
/s/ John W. Wood Jr. Chairman of the Board June 12, 1997
John W. Wood Jr.
/s/ Nicholas T. Zervas Director June 12, 1997
Nicholas T. Zervas
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5 Opinion of Seth H. Hoogasian, Esq.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page)
AA971480050
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EXHIBIT 5
THERMO CARDIOSYSTEMS INC.
470 Wildwood Street
P. O. Box 2697
Woburn, Massachusetts 01888-2697
June 12, 1997
Thermo Cardiosystems Inc.
470 Wildwood Street
P. O. Box 2697
Woburn, Massachusetts 01888-2697
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 2,228,235 shares (the "Shares") of Common Stock,
par value $.10 per share, of the Company issuable upon conversion
of $70,000,000 principal amount of the Company's outstanding
4-3/4% Convertible Subordinated Debentures due 2004 (the
"Debentures").
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 all investigations of law and have
discussed with the Company's representatives all questions of
fact that I have deemed necessary or appropriate.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized, validly
existing and in corporate good standing under the laws of the
Commonwealth of Massachusetts.
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2. The issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
3. The Shares, when issued upon conversion of the
Debentures, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/cb
AA971610037
EXHIBIT 23(a)
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 May 2, 1997 (except with respect to the matter
discussed in Note 12 as to which the date is May 9, 1997) with
respect to the financial statements of Thermo Cardiosystems Inc.
and our report dated February 5, 1997 (except with respect to the
matter discussed in Note 7 as to which the date is March 29,
1997) with respect to the financial statements of International
Technidyne Corporation included in Amendment No. 1 on Form 8-K/A
to Thermo Cardiosystems Inc.'s Current Report on Form 8-K filed
with the Commission on May 30, 1997, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 12, 1997
AA971610036
