<PAGE> 1
Filing pursuant to Rule 424(b)(2)
Registration Statement No. 333-38758
Prospectus Supplement No. 3
(To Prospectus Dated July 6, 2000)
4,000,000 Shares
ECLIPSE SURGICAL TECHNOLOGIES, INC.
Common Stock
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information.
This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or a solicitation of
an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement and the accompanying prospectus
may change after the date on the front of the applicable document. You should
not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the common stock as an indication that there has been
no change in our affairs since that date.
Our principal executive offices are located at 1049 Kiel Court, Sunnyvale,
California 94089. Our telephone number is (408) 548-2100.
--------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 1 OF THE PROSPECTUS.
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 14, 2000
S-1
<PAGE> 2
PLAN OF DISTRIBUTION
To date, and before the issuance of shares pursuant to this prospectus
supplement, we have issued and sold 526,496 shares of our common stock for net
proceeds of $1,865,000 pursuant to the Registration Statement (File No.
333-38758) of which the prospectus is a part.
We are offering 28,829 shares of our common stock to Bioquest, Incorporated
pursuant to this prospectus supplement in satisfaction of amounts owing to
Bioquest for executive search services rendered. The aggregate value of the
common stock offered hereby, as of December 13, 2000, was $32,433, or $1.125 per
share, which was the closing price of our common stock on the Nasdaq National
Market on that date. We will not pay any commissions or other compensation in
connection with this issuance of our common stock.
Bioquest and its pledgees, donees, transferees and other subsequent owners,
may offer its shares at various times in the over-the-counter market, in
privately negotiated transactions, at prevailing market prices at the time of
sale, at prices related to those prevailing market prices, at negotiated or at
fixed prices.
The transactions in the shares may be effected by ordinary brokerage
transactions and transactions in which the broker solicits purchasers, purchases
by a broker or dealer as principal, and the resale by that broker or dealer for
its account under this prospectus, including resale to another broker or dealer,
block trades in which the broker or dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal in order
to facilitate the transaction, or negotiated transactions between selling
stockholders and purchasers without a broker or dealer.
USE OF PROCEEDS
We will not receive any proceeds from the issuance of our common stock
pursuant to this prospectus supplement.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the NASDAQ National Market under the symbol
"ESTI." On December 13, 2000, the closing price of one share of our common stock
was $1.125. The common stock sold under this prospectus supplement will be
listed on the NASDAQ National Market after we notify the NASDAQ National Market
that the shares have been issued. As of December 11, 2000 and before the
issuance of shares pursuant to this prospectus supplement, we had 30,768,176
shares of common stock outstanding.
<PAGE> 3
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
PLAN OF DISTRIBUTION S-2
USE OF PROCEEDS S-2
MARKET FOR OUR COMMON STOCK S-2
PROSPECTUS
Page
----
RISK FACTORS 1
USE OF PROCEEDS 15
PLAN OF DISTRIBUTION 15
LEGAL MATTERS 16
EXPERTS 16
FORWARD-LOOKING STATEMENTS 16
WHERE YOU CAN FIND MORE INFORMATION 16
INFORMATION INCORPORATED BY REFERENCE 17
