SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Thermo Cardiosystems Inc.
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-3027040
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
470 Wildwood Street, Woburn, Massachusetts 01888
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _________ (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
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Common Stock, par value American Stock Exchange
$.10 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Thermo Cardiosystems Inc. (the
"Corporation") consists of 100,000,000 shares of common stock, $.10 par value
per share (the "Common Stock"). The following description of the capital stock
of the Corporation is qualified in its entirety by reference to the
Corporation's Articles of Organization, as amended (the "Articles of
Organization"), and Bylaws (the "Bylaws"), copies of which have been filed with
the Securities and Exchange Commission.
Common Stock
Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. There are no cumulative voting rights. The
holders of Common Stock have no preemptive rights or rights to convert their
Common Stock into any other securities. At all meetings of stockholders of the
Corporation, all questions, except as otherwise expressly provided for by
statute, the Articles of Organization or the Bylaws, shall be determined by a
majority vote of the stockholders present in person or represented by proxy. The
Common Stock is not subject to redemption. Upon any liquidation, distribution or
sale of assets, dissolution or winding up of the Corporation, the holders of
Common Stock are entitled to share pro rata in the assets of the Corporation
available for distribution after provision for the payment of creditors. The
outstanding shares of Common Stock are fully paid and nonassessable. There are
no restrictions on transferability contained in the Articles of Organization or
Bylaws. Holders of Common Stock are entitled to receive ratably such dividends
as may be declared by the Board of Directors out of funds legally available
therefor. The Common Stock is listed on the American Stock Exchange. Thermedics
Inc. ("Thermedics") and Thermo Electron Corporation ("Thermo Electron") together
beneficially own a majority of the Common Stock, and thus have the power to
elect all of the members of the Corporation's Board of Directors.
Certain Charter, By-Law and Statutory Provisions
The ownership of a majority interest in the Corporation by Thermedics and
Thermo Electron, either alone or in combination with certain provisions,
described below, of the Articles of Organization, the Bylaws and Chapter 110F of
the Business Corporation Law of the Commonwealth of Massachusetts (discussed
below), could have the effect of delaying, deferring or preventing a change in
control of the Corporation.
The Bylaws provide that special meetings of stockholders may be called by
the Corporation's Board of Directors, certain officers, or at the direction of
one or more stockholders who hold at least ten percent of the shares entitled to
vote at the meeting.
The Articles of Organization include a provision eliminating the liability
of the Corporation's directors to the Corporation or to its stockholders for
money damages, to the extent permitted by Massachusetts law. In addition, the
Bylaws contain provisions providing for the indemnification of the Corporation's
officers and directors from liabilities and expenses to which they may be or
become liable by reason of their being officers or directors of the Corporation.
<PAGE>
Chapter 110F of Massachusetts Business Corporation Law
The Corporation is subject to Chapter 110F of the Business Corporation Law
of the Commonwealth of Massachusetts ("Chapter 110F"), which generally prohibits
any Massachusetts corporation that has more than 200 stockholders of record and
(i) has its principal executive offices or substantial assets in Massachusetts
or (ii) more than 10% of its stockholders are Massachusetts residents or more
than 10% of its outstanding shares are owned by Massachusetts residents, from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date on which the person becomes an interested
stockholder, unless (i) the interested stockholder obtains the approval of the
Board of Directors prior to becoming an interested stockholder, (ii) the
interested stockholder owned at least 90% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares held by
certain affiliates of the corporation) or (iii) the business combination is
approved by both the Board of Directors and the holders of two-thirds of the
outstanding voting stock of the corporation (excluding shares held by the
interested stockholder), voting at an annual or special meeting of the
stockholders and not acting by written consent. An "interested stockholder"
generally is a person other than the corporation and any direct or indirect
majority-owned subsidiary of the corporation who owns 5% or more of the
corporation's outstanding voting stock, or who is an affiliate of the
corporation and was the owner of 5% or more of the corporation's outstanding
voting stock at any time within the three-year period prior to the determination
of whether the person is an interested stockholder. A "business combination"
includes mergers, consolidations, stock sales, asset sales and other
transactions involving the corporation or any direct or indirect majority-owned
subsidiary of the corporation.
The failure of a person becoming an interested stockholder of the
Corporation to obtain the consent of the Corporation's Board of Directors and/or
stockholders (other than the interested stockholder), could result in the
interested stockholder finding it difficult to manage the business of the
Corporation. This need to acquire consent of the Corporation's Board of
Directors and/or stockholders for Chapter 110F purposes imposes a substantial
burden on a potential acquiror and could therefore act as an anti-takeover
device.
Notwithstanding the foregoing, business combinations with Thermedics,
Thermo Electron and their affiliates are not subject to the provisions of
Chapter 110F.
Item 2. Exhibits.
1. Articles of Organization, as amended, of the Corporation (filed as
Exhibit 3(a) to the Corporation's Registration Statement on Form S-1 [Reg. No.
33-25144] and incorporated herein by reference).
<PAGE>
2. Articles of Amendment to Articles of Organization (filed as Exhibit 3(b)
to the Corporation's Registration Statement on Form S-1 [Reg. No. 33-34737] and
incorporated herein by reference).
3. Articles of Amendment to Articles of Organization (filed as Exhibit 3(c)
to the Corporation's Quarterly Report on Form 10-Q for the quarter ended October
2, 1993 [File No. 1-10114] and incorporated herein by reference).
4. By-Laws of the Corporation (filed as Exhibit 3(b) to the Corporation's
Registration Statement on Form S-1 [Reg. No. 33-25144] and incorporated herein
by reference).
5. Specimen Common Stock Certificate.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
THERMO CARDIOSYSTEMS INC.
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
Date: October 18, 1999
<PAGE>
Exhibit 5 - Specimen Common Stock Certificate
[FRONT OF STOCK CERTIFICATE]
THERMO CARDIOSYSTEMS INC.
Incorporated under the laws of the Commonwealth of Massachusetts
COMMON STOCK $.10 PAR VALUE
CUSIP 88355K 20 0
See reverse for certain definitions
THIS CERTIFIES THAT
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.10 EACH OF THE COMMON
STOCK OF
THERMO CARDIOSYSTEMS INC., transferable, so as to affect the rights of the
corporation, only by transfer recorded on the books of the corporation, in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed or assigned. This certificate and the shares represented
hereby are received and held subject to the laws of The Commonwealth of
Massachusetts, the Articles and the By-laws of the corporation, as from time to
time amended.
This certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[THERMO CARDIOSYSTEMS INC.]
[Corporate Seal]
/s/ Jonathan W. Painter /s/ Victor L. Poirier
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Treasurer President
Countersigned:
American Stock Transfer & Trust Company
(New York)
Transfer Agent
By: --------------------------
Authorized Signature
<PAGE>
ASSIGNMENT OR TRANSFER
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common UNIF GIFT MIN ACT --________Custodian________
TEN ENT as tenants by the entireties (Cust) (Minor)
JT TEN as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as ___________________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________
_______________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
__________________________________________________________________________Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:______________________________
____________________________________ ________________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
Certificate, in every particular,
without alteration or enlargement, or
any change whatever.
