<PAGE>
As filed with the Securities and Exchange Commission on December 14, 2000
Registration No. 333- 48072
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARDIAC SCIENCE, INC.
---------------------
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 3845 33-0465681
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
-----------
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16931 Millikan Avenue
Irvine, California 92606
(949) 587-0357
-----------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-----------
RAYMOND W. COHEN, PRESIDENT
Cardiac Science, Inc.
16931 Millikan Avenue
Irvine, California 92606
(949) 587-0357
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(Name, Address Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
-----------
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
LEONARD J. BRESLOW, ESQ.
Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230
Jericho, New York 11753
Tel: (516) 822-6505 Fax: (516) 822-6544
-----------
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
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, 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 / /
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its
<PAGE>
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
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
Pursuant to Rule 429 of the Securities Act, the prospectus included in this
Registration Statement is a combined prospectus relating to the sale of the
securities registered hereby and by Registration Statement No. 333-94425. This
Registration Statement, which is a new registration statement, also constitutes
Post-Effective Amendment No. 2 to Registration Statement No. 333-94425, and such
Post-Effective Amendment No. 2 shall become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section 8(c) of
the Securities Act.
<PAGE>
CARDIAC SCIENCE, INC.
19,763,316 Shares
Common Stock
-----------
This prospectus relates to 19,763,316 shares of common stock which may
be offered and sold, from time to time, by the selling stockholders named in
this prospectus. We will not receive any proceeds from the sale of the shares by
the selling stockholders.
Our common stock currently is quoted on the Nasdaq National Market under the
symbol "DFIB." On December , 2000, the last reported sale price of our common
stock was $ per share.
See "Risk Factors" commencing on page 5 to read about the risks you
should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
We will bear all costs and expenses of the registration of the shares
under the Securities Act and certain state securities laws, other than fees of
counsel for the selling stockholders and any discounts or commissions payable
with respect to sales of the shares.
The date of this prospectus is December ___, 2000
<PAGE>
TABLE OF CONTENTS
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Page
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<S> <C>
The Company..................................................................... 2
Forward Looking Statements...................................................... 4
Risk Factors.................................................................... 5
Selling Stockholders and Plan of Distribution................................... 13
Use of Proceeds................................................................. 19
Legal Matters................................................................... 19
Experts......................................................................... 19
Where You Can Find More Information............................................. 20
</TABLE>
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You should rely only on the information contained in this prospectus.
We have not, and the selling stockholders have not, authorized any person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it.
We are not, and the selling stockholders are not, making an offer to
sell these securities in any jurisdiction where the offer or sale is not
permitted.
You should assume that the information appearing the this prospectus is
accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have
changed since that date.
THE COMPANY
We have developed proprietary tachyarrhythmia detection and
discrimination software, RHYTHMx ECD(TM), to be incorporated into devices that
are attached prophylactically to patients determined to be at risk of sudden
cardiac arrest. RHYTHMx ECD enables these devices, such as external
defibrillator monitors and patient monitoring systems, to provide patients
suffering sudden cardiac arrest with potentially lifesaving defibrillation
therapy in as little as 10 seconds without human intervention. We have licensed
RHYTHMx ECD to one third party, and intend to license it to others. We also have
designed, are developing, and intend to market non-invasive automatic external
cardiac defibrillation or "AECD(R)" devices that use RHYTHMx ECD as well as our
other proprietary technology. We believe our proprietary technology will help to
create a new standard of care by significantly increasing the rate at which
patients survive sudden cardiac arrests.
Our first device, the Powerheart, is the only FDA cleared non-invasive
external
2
<PAGE>
cardioverter defibrillator device that provides fully automatic detection and
treatment of ventricular tachyarrhythmias for in-hospital patients. In December
1998, we entered into a five-year exclusive distribution and licensing agreement
with Medtronic Physio-Control, a subsidiary of Medtronic, Inc. Medtronic
Physio-Control is marketing the Powerheart in the U.S., Canada, and selected
European countries, and also has been licensed to integrate RHYTHMx ECD into
Medtronic's LIFEPAK(R) line of in-hospital external defibrillators. We also have
signed distribution agreements with other distributors which, together with
Medtronic Physio-Control, give us representation in a total of 41 countries.
In addition to the Powerheart, we are developing two other products
based on our proprietary technology:
o a fully automatic defibrillator module that is designed to be
embedded and integrated into existing, third party patient
monitoring systems which typically are located in most acute
care areas within hospitals; and
o a small, wearable, "cell phone sized" fully automatic
defibrillator that is designed to be worn by patients who are
ambulatory in either a hospital or home environment.
Our strategy is to rapidly build a large installed base of products
using our proprietary technology through strategic alliances with established
industry leaders and by marketing through country-specific, independent
international distributors. We hope to generate revenue from licensing RHYTHMx
ECD, from selling devices that use our proprietary technology, and from
recurring sales of our single-use, disposable defibrillator pads. Both the
Powerheart and the automatic defibrillator module utilize these disposable
defibrillator pads which, for sanitary, safety, and performance reasons, must be
changed once every 24 hours. Our disposable defibrillator pads feature our
proprietary "smart chip" technology, designed to assure that only our pads will
be used with defibrillator and monitoring devices utilizing our proprietary
technology.
We were incorporated in the State of Delaware in May 1991. Our
principal executive offices are located at 16931 Millikan Avenue, Irvine,
California 92606. Our phone number is 949-587-0357. Our website address is
cardiacscience.com. The information on our website is not a part of this
prospectus.
3
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FORWARD LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act, including statements regarding:
o products under development;
o technological and competitive advantages;
o timetable for commercial introduction of our products;
o our ability to improve patient care, increase survival rates,
decrease recovery time, lessen patient debilitation, and
reduce patient care costs;
o markets, demand for our services, purchase orders and
commitments;
o strategic alliances; and
o the competitive and regulatory environment.
These forward-looking statements are based on current expectations that
involve numerous risks and uncertainties. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive, and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, we cannot assure you that the results discussed or
implied in such forward-looking statements will prove to be accurate. In light
of the significant uncertainties inherent in such forward-looking statements,
the inclusion of such statements should not be regarded as a representation by
us or any other person that our objectives and plans will be achieved. Words
such as "believes," "anticipates," "expects," "intends," "may," and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. We undertake no obligation to
revise any of these forward-looking statements.
4
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully review and consider the risks and uncertainties described below
as well as the other information set forth in this prospectus before investing
in our common stock. If any of the following risks actually occur, our business,
financial condition, or operating results could be materially adversely
affected. In such case, the trading price of our common stock could decline and
you may lose all or part of your investment.
We have a limited operating history and a history of losses, we expect to incur
losses in the future, and our auditors have expressed doubt as to our ability to
continue as a going concern
We were formed in 1991 and have been engaged primarily in
organizational activities, research and development, pre-clinical testing, human
clinical trials, and capital raising activities. In February 1994, we
substantially curtailed our operations due to lack of funds. In May 1994, we
temporarily ceased all activities except those related to obtaining financing.
We resumed operations upon the completion of a private placement financing in
September 1994.
We incurred net losses of $25,560,592 for the nine months ended
September 30, 2000, $7,719,759 for the year ended December 31, 1999, and
$4,438,734 for the year ended December 31, 1998. As of September 30, 2000, we
had an accumulated deficit of $44,498,738, which has since increased. The
development and commercialization of our products will require substantial
expenditures for research and development, regulatory clearances, and the
establishment of manufacturing, marketing, and sales capabilities. As a result,
we anticipate that we will continue to incur losses for the foreseeable future.
We received a report on our consolidated financial statements from our
independent accountants for the year ended December 31, 1999 that includes an
explanatory paragraph expressing substantial doubt as to our ability to continue
as a going concern without, among other things, obtaining additional financing
adequate to support our research and development activities, or achieving a
level of revenues adequate to support our cost structure.
Our business is subject to factors outside our control
Our business may be affected by a variety of factors, many of which are
outside our control. Factors that may affect our business include:
o the success of our product development efforts;
o the success of our marketing campaign;
o competition;
o our ability to attract qualified personnel;
o the amount and timing of operating costs and capital
expenditures necessary to
5
<PAGE>
establish our business, operations, and infrastructure;
o governmental regulation; and
o general economic conditions as well as economic conditions
specific to the medical industry.
Our products, some of which are still under development, may not be readily
accepted by the market
Although defibrillation techniques are well known within the medical
community worldwide and are considered to be accepted and effective medical
therapy, we can not assure you that the market will recognize the benefits or
the potential applications of our products. Even if we are able to successfully
demonstrate to physicians and potential customers the benefits, safety,
efficacy, and cost-effectiveness of our products, we cannot assure you that
there will be sufficient market acceptance and demand of our products to allow
us to operate profitably.
We have limited manufacturing experience
We have limited manufacturing experience, and no experience in
manufacturing products in the volumes that will be necessary for us to achieve
significant commercial sales. We may encounter difficulties in establishing our
production capabilities, including problems involving quality control and
assurance, and shortages of qualified personnel. In addition, our manufacturing
facilities will be subject to applicable FDA regulations, international quality
standards, and other regulatory requirements. Failure by us to maintain our
facilities in accordance with FDA regulations, international quality standards,
or other regulatory requirements may result in delays or termination of
production, which could have a material adverse effect on our business,
financial condition, and results of operations.
We must maintain and establish strategic alliances and other third party
relationships to implement our business strategy
Our strategy for manufacturing, marketing, and distributing our
products is dependent upon forming strategic alliances and relationships with
joint venture partners, contract manufacturers, or other third parties, and upon
the subsequent success of these parties in performing their responsibilities. We
cannot assure you that our existing arrangements or those which we may establish
in the future will be successful. There would be a material adverse effect on us
if
o any of our existing arrangements are cancelled or are
unsuccessful, and we are unable to secure new alliances in
their place; or
o we are unable to secure additional strategic alliances.
6
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We must comply with governmental regulations and industry standards
We are subject to significant regulations by authorities in the United
States and foreign jurisdictions regarding the clearance of our products and the
subsequent manufacture, marketing, and distribution of our products once
approved. The design, efficacy, and safety of our products are subject to
extensive and rigorous testing before receiving marketing clearance from the
FDA. The FDA also regulates the registration, listing, labeling, manufacturing,
packaging, marketing, promotion, distribution, record keeping and reporting for
medical devices. The process of obtaining FDA clearances is lengthy and
expensive, and we cannot assure you that we will be able to obtain the necessary
clearances for marketing our products on a timely basis, if at all. Failure to
receive or delays in receiving regulatory clearances would limit our ability to
commercialize our products, which would have a material adverse effect on our
business, financial condition, and results of operations. Even if such
clearances are granted by the FDA, our products will be subject to continual
review. Later discovery of previously undetected problems or failure to comply
with regulatory standards may result in restriction of the product's labeling, a
costly and time-consuming product recall, withdrawal of clearance, or other
regulatory or enforcement action. Moreover, future governmental statutes,
regulations, or policies, or changes in existing statutes, regulations, or
policies, may have an adverse effect on the development, production, or
distribution of our products.
Any regulatory clearance, if granted, may include significant
limitations on the uses for which our products may be marketed. FDA enforcement
policy strictly prohibits the marketing of cleared medical devices for
unapproved uses. In addition, the manufacturing processes used to produce our
products will be required to comply with the Good Manufacturing Practices or
"GMP" regulations of the FDA. These regulations cover design, testing,
production, control, documentation, and other requirements. Enforcement of GMP
regulations has increased significantly in the last several years, and the FDA
has publicly stated that compliance will be more strictly scrutinized. Our
facilities and manufacturing processes and those of certain of our third party
contract manufacturers and suppliers will be subject to periodic inspection by
the FDA and other agencies. Failure to comply with applicable regulatory
requirements could result in, among other things,
o warning letters,
o fines,
o injunctions,
o civil penalties,
o recalls or seizures of products,
o total or partial suspension of production,
o refusal of the government to grant pre-market clearance or
pre-market approval for devices,
7
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o withdrawal of clearances, or
o criminal prosecution.
To market our products in certain foreign jurisdictions, we (or our
distributors and agents) must obtain required regulatory clearances and
approvals and otherwise comply with extensive regulations regarding safety and
quality. Compliance with these regulations and the time required for regulatory
reviews vary from country to country. We cannot assure you that we will obtain
regulatory clearances and approvals in foreign countries, and we may be required
to incur significant costs in applying for, obtaining, or maintaining foreign
regulatory clearances and approvals.
We face intense competition
The domestic and international markets for external defibrillators are
highly competitive. Our products will compete with a variety of existing
external defibrillators that are presently in widespread use, including devices
which are designed to automatically perform the diagnosis of the patient but
with which therapy is manually initiated by a trained medical technician. The
external defibrillation market is dominated by
o Medtronic Physio-Control, a wholly-owned subsidiary of
Medtronic, Inc.;
o Agilent (a spin-off from Hewlett Packard Corporation) and its
subsidiary, HeartStream, Inc.; and
o Zoll Medical, Inc.
Other competitors in this market segment include Marquette Electronics,
Inc., SurVivaLink Corporation, and Laerdal Corporation. Many of the
manufacturers of competing external devices
o are well established in the medical device field,
o have substantially greater experience than us in research and
development, obtaining regulatory clearances, manufacturing,
and sales and marketing, and
o have significantly greater financial, research, manufacturing,
and marketing resources than us.
Other companies can develop invasive or non-invasive products capable
of delivering comparable or greater therapeutic benefits than our products or
which offer greater safety or cost effectiveness than our products. Furthermore,
future technologies or therapies developed by others may render our products
obsolete or uneconomical, and we may not be successful in marketing our products
against such competitors.
8
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If we sell our products internationally, we will be exposed to numerous risks
associated with international operations
We intend to market our products in international markets.
International operations entail various risks, including
o political instability;
o economic instability and recessions;
o exposure to currency fluctuations;
o difficulties of administering foreign operations generally;
o reduced protection for intellectual property rights;
o potentially adverse tax consequences; and
o obligations to comply with a wide variety of foreign laws and
other regulatory requirements.
We have limited sales and marketing capabilities
We have limited sales and marketing resources. Although our executive
management team has extensive marketing and sales experience in the cardiology
field, we cannot assure you that our marketing and sales efforts will be
successful. We are marketing the Powerheart in the United States and certain
foreign countries via a strategic distribution alliance with Medtronic
Physio-Control, Inc. We are marketing the Powerheart in other foreign countries
through a network of international distributors. We cannot assure you that we
will be able to consummate additional strategic distribution partnerships with
other companies for the Powerheart, or with any companies for our other products
in development, or that distributors will devote adequate time or resources to
selling our products.
Our business is dependent upon our executive officers, and our ability to
attract and retain other key personnel
Our success is dependent in large part on the continued employment and
performance of our President and Chief Executive Officer, Raymond W. Cohen, as
well as other key management and operating personnel. The loss of any of these
persons could have a material adverse effect on the business. We do not have key
person life insurance on any of our employees other than Raymond Cohen.
Our future success also will depend upon our ability to retain existing
key personnel, and to hire and to retain additional qualified technical,
engineering, scientific, managerial, marketing, and sales personnel. The failure
to recruit such personnel, the loss of such existing personnel, or failure to
otherwise obtain such expertise would have a material adverse effect on our
business and financial condition.
We may face product liability claims
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The testing, manufacturing, marketing and sale of medical devices
subjects us to the risk of liability claims or product recalls. For example, it
is possible that our products will fail to deliver an energy charge when needed
by the patient, or that they will deliver an energy charge when it is not
needed. As a result, we may be subject to liability claims or product recalls
for products to be distributed in the future or products that have already been
distributed. Although we maintain product liability insurance in the countries
in which we intend to conduct business, we cannot assure you that such coverage
is adequate or will continue to be available at affordable rates. Product
liability insurance is expensive and may not be available in the future on
acceptable terms, if at all. A successful product liability claim could inhibit
or prevent commercialization of our products, impose a significant financial
burden on us, or both, and could have a material adverse effect on our business
and financial condition.
Our technology may become obsolete
The medical equipment and health care industries are characterized by
extensive research and rapid technological change. The development by others of
new or improved products, processes, or technologies may make our products
obsolete or less competitive. Accordingly, we plan to devote continued
resources, to the extent available, to further develop and enhance our existing
products and to develop new products. We cannot assure you that these efforts
will be successful.
We depend on patents and proprietary rights
Our success will depend, in part, on our ability to obtain and maintain
patent rights to preserve our trade secrets and to operate without infringing on
the proprietary rights of third parties. The validity and breadth of claims
covered in medical technology patents involve complex legal and factual
questions and therefore may be highly uncertain. We cannot assure you that
o any additional patents will be issued to us,
o the scope of any existing or future patents will exclude
competitors or provide us with competitive advantages,
o any of our patents will be held valid and enforceable if
challenged, or
o others will not claim rights in or ownership to the patents
and other proprietary rights held by us.
Furthermore, others may have developed or could develop similar
products or patent rights, may duplicate our products, or design around our
current or future patents. In addition, others may hold or receive patents which
contain claims having a scope that covers products developed by us. We also rely
upon trade secrets to protect our proprietary technology. Others may
independently develop or otherwise acquire substantially equivalent know-how, or
gain access to and disclose our proprietary technology. We cannot assure you
that we can ultimately protect meaningful rights to our proprietary technology.
10
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We may not be able to protect our intellectual property rights
There has been substantial litigation regarding patent and other
intellectual property rights in the medical device industry. Such litigation, if
it occurs, could result in substantial expense to us and diversion of our
efforts, but may be necessary to
o enforce our patents,
o protect our trade secrets and know-how,
o defend us against claimed infringement of the rights of
others, or
o determine the enforceability, scope, and validity of the
proprietary rights of others.
An adverse determination in any such litigation could subject us to
significant liability to third parties or require us to seek licenses from third
parties. Although patent and intellectual property disputes in the medical
device industry have often been settled through licensing or similar
arrangements, costs associated with such arrangements may be substantial and
could include ongoing royalties. Moreover, we cannot assure you that necessary
licenses would be available to us on satisfactory terms, if at all. If such
licenses cannot be obtained on acceptable terms, we could be prevented from
marketing our products. Accordingly, an adverse determination in such litigation
could have a material adverse effect on our business and financial condition.
Our stock price may be volatile
The market prices of many publicly traded companies, including emerging
companies in the health care industry, have been and can be expected to be
highly volatile. The future market price of our common stock could be
significantly impacted by
o future sales of our common stock,
o announcements of technological innovations for new commercial
products by our present or potential competitors,
o developments concerning proprietary rights,
o adverse results in our field or with clinical tests,
o adverse litigation,
o unfavorable legislation or regulatory decisions,
o public concerns regarding our products,
o variations in quarterly operating results,
o general trends in the health care industry, and
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o other factors outside of our control.
We do not anticipate paying dividends
To date, we have not declared or paid dividends on our common stock. We
presently intend to retain earnings, if any, to finance our operations and do
not expect to pay cash dividends on our common stock in the foreseeable future.
The payment of dividends will depend, among other things, upon our earnings,
assets, general financial condition, and upon other relevant factors.
Our right to issue preferred stock could adversely affect common stockholders
Our certificate of incorporation authorizes the issuance of preferred
stock with such designations, rights, and preferences as may be determined from
time to time by our Board of Directors, without any further vote or action by
our stockholders. Therefore, our Board of Directors is empowered, without
stockholder approval, to issue a class of stock with dividend, liquidation,
conversion, voting, or other rights, which could adversely affect the voting
power or other rights of the holders of our common stock.
Anti-takeover provisions may discourage takeover attempts
Provisions of the Delaware General Corporation Law and our charter may
discourage potential acquisition proposals or delay or prevent a change of
control.
Future issuances of our common stock could cause our stock price to decline
As of the date of this prospectus, we have reserved a total of
2,805,000 shares of our common stock for issuance upon the exercise of options
that may be granted under our Amended 1997 Stock Option/Stock Issuance Plan, and
a total of 1,203,601 shares of our common stock for issuance upon the exercise
of currently outstanding warrants to purchase common stock. The holders of these
options or warrants may exercise them at a time when we would otherwise be able
to obtain additional equity capital on terms more favorable to us. The exercise
of these options or warrants and the sale of the common stock obtained upon
exercise would have a dilutive effect on our stockholders, and may have a
material adverse effect on the market price of our common stock. In addition,
the issuance of options pursuant to our Stock Option Plan may adversely affect
our ability to consummate future equity financings.
Shares eligible for future sale may adversely affect our stock price
A substantial number of our shares are available for future sale. If
these shares are sold in the public market, it may adversely affect prevailing
market prices for our common stock and could impair our ability to raise capital
through future sales of equity securities.
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SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The following table sets forth
o the names of each of the selling stockholders,
o the number of shares of common stock beneficially owned by
each selling stockholder prior to the offering,
o the number of shares of common stock that may be offered by
each of the selling stockholders pursuant to this prospectus,
and
o the number of shares of common stock beneficially owned by
each selling stockholder after completion of the offering,
assuming all of the shares covered by this prospectus are
sold.
<TABLE>
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Number of
Number of Securities Number of
Securities Offered for Securities
Beneficially Selling Owned Percentage
Name of Owned Prior Stockholder's Beneficially Owned After
Selling Stockholder to Offering Account After Offering Offering
------------------- ----------- ------- -------------- --------
<S> <C> <C> <C> <C>
Thomas Girschweiler 739,320(1) 674,225(1) 65,095 +
Eduard P. Kauffmann 62,500 62,500 -- 0
Michele Martucci 72,400 72,400 -- 0
Erhard Lee 72,400 72,400 -- 0
Richard Potter 10,000 10,000 -- 0
Jeff Turcotte 11,309 11,309 -- 0
Walter Villiger 1,383,750 1,383,750 -- 0
AACPAC Holdings Limited 288,100 288,100 -- 0
Medtronic Physio-Control Corp. 450,000 450,000 -- 0
Ernst Muller-Mohl 2,983,750(2) 2,743,750(2) 240,000 +
Union Bank of Switzerland AG 170,000(3) 20,000(3) 150,000 +
Rush & Company 150,000 150,000 -- 0
Stuart Karten 25,000 25,000 -- 0
Dongping Lin (a) 156,624(4) 10,000 142,624(4) +
Don Hill (d) 115,289(5) 104,966(5) 10,323 +
BWM Investments (c) 264,688(6) 262,500(6) 2,188 +
Francesca Daniels 87,500(7) 87,500(7) -- 0
Howard Cooper (e) 112,695(8) 79,965(8) -- 0
Paul Quadros (b) 33,738(19) 17,500(19) 16,238 +
S.K. Bales 14,250 14,250 -- 0
Global Asset Strategies 41,100 30,000 11,100 +
Trafina Privatbank, A.G. 20,000(9) 20,000(9) -- 0
Thomas P. Plotts 5,000(10) 5,000(10) -- 0
Clariden Bank, Zurich 37,500 37,500 -- 0
Cantrade AG 28,750 28,750 -- 0
EB Research Institute AG 1,875 1,875 -- 0
Gandola Stiftung 287,500(11) 287,500(11) -- 0
HD Fuchs 138,000(12) 138,000(12) -- 0
Renee Heinen 143,750(13) 143,750(13) -- 0
Actieninvest AG 655,345(14) 655,345(14) -- 0
Roderick de Greef 245,211(15)(21) 113,450(15) -- 0
</TABLE>
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<TABLE>
<CAPTION>
Number of
Number of Securities Number of
Securities Offered for Securities
Beneficially Selling Owned Percentage
Name of Owned Prior Stockholder's Beneficially Owned After
Selling Stockholder to Offering Account After Offering Offering
------------------- ----------- ------- -------------- --------
<S> <C> <C> <C> <C>
A & A ActienBank 575,000(16) 575,000(16) -- 0
Suan Investments 52,800 30,000 22,800 +
Zevex Incorporated 118,300 118,300 -- 0
James W. Giddens, Trustee 28,438 28,438 -- 0
Michael Rapaport 26,250 26,250 -- 0
Leo Fox 8,750 8,750 -- 0
John Kinder 17,500 17,500 -- 0
William J. Hunt, As Trustee of the
Estate of Roman Okin 6,562 6,562 -- 0
Ike R. Dweck 87,500(17) 87,500(17) -- 0
Lava Investments Limited 650,447(18) 310,127(18) 340,320 1.5%
Juliber Pty. Ltd. 33,334 33,334 -- 0
Laliber Pty. Ltd. 33,333 33,333 -- 0
Niliber Pty. Ltd. 33,333 33,333 -- 0
Namberry Way Pty. Ltd. 78,000 78,000 -- 0
NAS House Trust 60,000 60,000 -- 0
Hollywell Investments Pty. Ltd. 35,000 35,000 -- 0
JNH Australia Pty. Ltd. 4,000 4,000 -- 0
Thorney Pty. Ltd. 85,000 85,000 -- 0
Thistle Custodians Pty. Ltd. 85,000 85,000 -- 0
RJ Custodians Pty. Ltd. 80,000 80,000 -- 0
Jagen Pty. Ltd. 100,000 100,000 -- 0
Kafig Pty. Ltd. 222,222 222,222 -- 0
Woodsdale Investments Pty. Ltd. 13,000 13,000 -- 0
Peter Spira 10,000 10,000 -- 0
Michael Duligal 10,000 10,000 -- 0
Haralambis Solicitors Nominees No. 3
Pty Ltd. 165,000 165,000 -- 0
DBR Corporation Pty. Ltd. 22,222 22,222 -- 0
Renspeck Pty. Ltd. 45,468 45,468 -- 0
Vanborough Pty. Ltd. 39,000 39,000 -- 0
James Fantaci 33,333 33,333 -- 0
James V Babcock 33,333 33,333 -- 0
Daniel J. Brickman 33,333 33,333 -- 0
Clariden Biotechnology Fund 865,000 865,000 -- 0
Theodore JA Lachowicz and Cheryl L.
Lachowicz 1998 Trust 33,333 33,333 -- 0
Gemm Holdings Pty. Ltd. 32,550 32,550 -- 0
Fairfax & Roberts Limited 32,550 32,550 -- 0
Cardy & Company Pty. Ltd. 32,550 32,550 -- 0
Tissell Pty. Ltd. 22,800 22,800 -- 0
Tissell Pty. Ltd. Superannuation
Benefit Fund 3,250 3,250 -- 0
Dylide Pty. Ltd. 19,500 19,500 -- 0
DBM Investments Pty. Ltd. 13,000 13,000 -- 0
Valamoon Pty. Ltd. 13,000 13,000 -- 0
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Number of
Number of Securities Number of
Securities Offered for Securities
Beneficially Selling Owned Percentage
Name of Owned Prior Stockholder's Beneficially Owned After
Selling Stockholder to Offering Account After Offering Offering
------------------- ----------- ------- -------------- --------
<S> <C> <C> <C> <C>
Andrew Tyndale 13,000 13,000 -- 0
Sigma Tau Finance SA 222,000 222,000 -- 0
Karl Heinz ILLenseer 222,000 222,000 -- 0
Clariden Biotechnology Fund 200,000 200,000 -- 0
Hannes Honegger 15,000 15,000 -- 0
Beda Kraehenmann 15,000 15,000 -- 0
Jacob Goldfield 166,666 166,666 -- 0
Jacob Goldfield Foundation 55,555 55,555 -- 0
Domain Partners IV, LP(f) 1,085,109 1,085,109 -- 0
DP IV Associates, LP(f) 26,002 26,002 -- 0
HFC Cadent, LP 2,420,960* 2,420,960* -- 0
Fenwick Overseas Limited 44,444 44,444 -- 0
Darma Ltd 55,555 55,555 -- 0
Prabodh Mathur(a) 39,125(20) 33,670(20) 5,455 +
Ron Agel 17,939* 17,939* -- 0
Henry E. Blair 3,345* 3,345* -- 0
Frank Bonsall 9,186* 9,186* -- 0
Gustav Christensen 14,472* 14,472* -- 0
Stephen Chubb 19,623* 19,623* -- 0
Coral Partners IV,L.P. 595,420* 595,420* -- 0
Domain Partners III, L.P.(f) 798,067* 798,067* -- 0
DP III Associates, L.P.(f) 21,284* 21,284* -- 0
3i Bioscience Investment Trust PLC 285,894* 285,894* -- 0
Peter Feinstein 1,361* 1,361* -- 0
Robert Flynn 17,504* 17,504* -- 0
Edward Gibbons 25,147* 25,147* -- 0
Howard Green, Jr. 19,653* 19,653* -- 0
Frederick Grein, Jr. 5,682* 5,682* -- 0
Harbus Investors, Inc. 3,581* 3,581* -- 0
John Kao 3,268* 3,268* -- 0
Lawrence Kinet 4,577* 4,577* -- 0
Thomas Maniatis 14,645* 14,645* -- 0
Gerard Moufflet 37,171* 37,171* -- 0
Desmond O'Connell 25,077* 25,077* -- 0
James O'Leary 3,675* (22) 2,799* 876 (22) +
Guy Reed 1,702* 1,702* -- 0
Mitchel Sayare 12,278* 12,278* -- 0
Stephen Schaubert 23,314* (23) 22,876* 438 (23) +
Gabriel Schmergel 56,258* 56,258* -- 0
Mark Skaletsky 2,000* 2,000* -- 0
Henri Termeer 24,461* (24) 24,315* 146 (24) +
George Whitesides 19,065* 19,065* -- 0
Peter Wirth 25,414* 25,414* -- 0
Robert Carpenter(b) 160,639* (25) 151,018* 9,621 (25) +
David Castaldi 89,466* (26) 63,217* 26,249 (26) +
Randall Fincke 62,947* (27) 5,447* 57,500 (27) +
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number of
Number of Securities Number of
Securities Offered for Securities
Beneficially Selling Owned Percentage
Name of Owned Prior Stockholder's Beneficially Owned After
Selling Stockholder to Offering Account After Offering Offering
------------------- ----------- ------- -------------- --------
<S> <C> <C> <C> <C>
Charles Khuen 23,373* (28) 7,200* 16,173 (28) +
Peter McNerney 10,075* 10,075* -- 0
William Chisholm 22,139* (29) 2,157* 19,982 (29) +
John Vozella 26,454* (30) 10,204* 16,250 (30) +
Delash Holdings Pty. Ltd. 5,000 5,000 -- 0
De Greef & Company 131,761 131,761 -- 0
Equity 4 Life 1,111,111 1,111,111 -- 0
Cambriatech Holdings SA 7,518 7,518 -- 0
SMS Securities Sigg
Merkli-Schrodel AG 19,444 19,444 -- 0
Peter Arnold 16,000 16,000 -- 0
Belmont Capital 8,000(31) 8,000(31) -- 0
LaMont Asset Management 19,444 19,444 -- 0
</TABLE>
+ Less than 1%
(a) Executive officer
(b) Director
(c) BWM Investments is an affiliate of Breslow & Walker, LLP, legal counsel
to us
(d) Former Director
(e) Former Officer and Director
(f) Domain Partners III, L.P. and DP III Associates, L.P. have the same
general partner--One Palmer Square Associates III, L.P. ("OPSA III").
Domain Partners IV, L.P. and DP IV Associates, L.P. have the same
general partner--One Palmer Square Associates IV, LLC ("OPSA IV").
Several of the general partners of OPSA III, including Brian Dovey (a
director of Cardiac Science), are also managing members of OPSA IV.
Domain Partners III, DP III Associates, Domain Partners IV, and DP IV
Associates are considered part of the same control group.
* Some of such shares are being held in escrow to cover indemnification
obligations under the Merger Agreement and Plan of Reorganization,
dated as of June 22, 2000, by and among Cardiac Acquisition Corp.,
Cadent Medical Corporation, and us (the "Agreement").
(1) Includes 82,825 shares of common stock underlying currently exercisable
warrants.
(2) Includes 56,250 shares of common stock underlying currently exercisable
warrants.
(3) Consists of 20,000 shares of common stock underlying current
exercisable warrants.
(4) Includes 142,624 shares of common stock underlying currently
exercisable options.
(5) Includes 104,966 shares of common stock underlying currently
exercisable warrants.
(6) Includes 262,500 shares of common stock underlying currently
exercisable warrants.
(7) Consists of 87,500 shares of common stock underlying currently
exercisable warrants.
(8) Consists of 79,965 shares of common stock underlying currently
exercisable warrants.
(9) Consists of 20,000 shares of common stock underlying currently
exercisable warrants.
(10) Consists of 5,000 shares of common stock underlying currently
exercisable warrants.
(11) Includes 37,500 shares of common stock underlying currently exercisable
warrants.
(12) Includes 18,000 shares of common stock underlying currently exercisable
warrants.
16
<PAGE>
(13) Includes 18,750 shares of common stock underlying currently exercisable
warrants.
(14) Includes 81,625 shares of common stock underlying currently exercisable
warrants.
(15) Includes 82,050 shares of common stock underlying currently exercisable
warrants.
(16) Includes 75,000 shares of common stock underlying currently exercisable
warrants.
(17) Consists of 87,500 shares of common stock underlying currently
exercisable warrants.
(18) Includes 25,000 shares of common stock underlying currently exercisable
warrants.
(19) Includes 17,500 shares of common stock underlying currently exercisable
warrants.
(20) Includes 33,670 shares of common stock underlying currently exercisable
warrants.
(21) Includes 131,761 shares of common stock owned by De Greef & Company, a
corporation in which Roderick de Greef is the sole officer and
director. The sale of the 131,761 shares by De Greef & Company also are
covered by this prospectus.
(22) Includes 876 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(23) Includes 438 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(24) Includes 146 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(25) Includes 9,621 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(26) Includes 26,249 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(27) Includes 57,500 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(28) Includes 16,173 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(29) Includes 19,982 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(30) Includes 16,250 shares to be issued (subject to the satisfaction of
certain conditions) on or about January 2, 2001 pursuant to the
Agreement.
(31) Consists of 8,000 shares of common stock underlying currently
exercisable warrants.
This prospectus covers 19,763,316 shares of common stock that may be
sold by the selling stockholders named herein. From time to time, the selling
stockholders may transfer shares to a donee, pledgee, successor, or other
person, other than for value, and such transfers will not be made pursuant to
this prospectus. Upon being notified by a selling stockholder that such a donee,
pledgee, successor, or other person intends to sell more than 500 shares, we
will file a supplement to this prospectus. To the extent agreed to by us, this
prospectus covers sales by such transferees.
The selling stockholders will act independently of us in making
decisions with respect to the timing, manner, and size of each sale of shares.
The sale of all or a portion of the shares of common stock offered hereby by the
selling stockholders may be effected from time to time on the NASDAQ National
Market or otherwise, at prevailing market prices at the time of such sales, at
prices related to such prevailing prices, at fixed prices that may be changed or
at negotiated prices. The selling stockholders may effect such transactions by
selling the shares to or through a broker-dealer. The shares may be sold by one
or more of, or a combination of, the following:
o block trades in which a broker or dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate
17
<PAGE>
the transaction;
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchases; and
o privately negotiated transactions between sellers and
purchasers without a broker or dealer.
In addition, shares may be transferred in connection with the
settlement of call options, short sales, through the issuance of exchangeable or
convertible securities or similar transactions that may be effected by the
selling stockholders. To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of distribution.
In effecting sales, broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate in the resales. Dealers or
brokers may receive compensation in the form of discounts, concessions, or
commissions from the selling stockholders and/or purchasers of shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). The selling stockholders and any brokers or dealers that
participate in the distribution may, under certain circumstances, be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by such brokers or dealers and any profits realized on the resale of
shares by them may be deemed to be underwriting discounts and commissions under
the Securities Act. We have agreed to indemnify the selling stockholders against
certain liabilities arising under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the shares may not simultaneously engage in
market-making activities with respect to such shares, except in accordance with
applicable laws. In addition to, and without limiting the foregoing, each
selling stockholder and any other person participating in a distribution will be
subject to the applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rule 10b-5 and Regulation
M, which provisions may limit the timing of purchases and sales of any of the
shares by a selling stockholder or any other person. All of the foregoing may
affect the marketability of the shares.
We will make copies of this prospectus available to the selling
stockholders, and we have informed the selling stockholders of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the shares.
In order to comply with certain state securities laws, if applicable,
the shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the shares may not
be sold unless such shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
18
<PAGE>
We will bear all costs and expenses of the registration of the shares
under the Securities Act and certain state securities laws, other than fees of
counsel for the selling stockholders. The selling stockholders will bear all
commissions, concessions and discounts, if any, related to any sales of the
shares, and may agree to indemnify such brokers or dealers against certain
liabilities, including liabilities arising under the Securities Act.
The selling stockholders are not restricted as to the number of shares
that may be sold at any one time, and it is possible that a significant number
of shares could be sold at the same time. Sale of the shares by the selling
stockholders may have an adverse effect on the market price of the common stock.
USE OF PROCEEDS
All net proceeds from the sale of the shares covered by this prospectus
will go to the selling stockholders who sell such shares. We will not receive
any of the proceeds from the sale of the shares by the selling stockholders.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by Breslow & Walker, LLP, New York, New York. BWM Investments, an affiliate
of Breslow & Walker, LLP, owns 2,188 shares of common stock and warrants to
purchase 262,500 shares of common stock. The re-sale of the shares underlying
the warrants is covered by this prospectus. Howard Breslow, a member of Breslow
& Walker, LLP, owns 875 shares of common stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 10-K of Cardiac Science, Inc. for the
year ended December 31, 1999 have been so incorporated in reliance on the report
(which contains an explanatory paragraph relating to Cardiac Science, Inc.'s
ability to continue as a going concern as described in Note 2 to the
consolidated financial statements) of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Cadent Medical Corporation incorporated by
reference in this prospectus by reference to the Current Report on Form 8-K/A of
Cardiac Science, Inc. dated August 10, 2000 have been so incorporated in
reliance on the report (which contains an explanatory paragraph relating to
Cadent Medical Corporation's ability to continue as a going concern as described
in Note A to the financial statements) of PricewaterhouseCoopers LLP,
19
<PAGE>
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the Commission. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits thereto.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in each instance we
refer you to the copy of such contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by the more complete description of the matters involved.
We are subject to the informational requirements of the Exchange Act
and accordingly, file reports, proxy and information statements and other
information with the Commission. You may read and copy all or any portion of the
registration statement as well as the reports, proxy and information statements
and other information that we have filed with the Commission at the Commission's
public reference room maintained at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission: Seven World Trade Center, 13th floor, New York, New York 10048, and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. You can request copies of these documents, upon payment of a duplicating
fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our
filings with the Commission also are available to you on the Commission's
Internet site (http://www.sec.gov).
The Commission allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. Information
that we file with the Commission subsequent to the date of this prospectus will
automatically update and supercede this information. We incorporate by reference
the documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the selling
stockholders have sold all the shares of common stock described in this
prospectus or until we have de-registered any then remaining unsold shares.
The following documents filed with the Commission (File No. 0-19567)
are incorporated by reference in this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31,
1999;
o Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000 (as
amended by our Quarterly Report on Form 10-Q/A filed with the
Commission on November 20, 2000);
20
<PAGE>
o Our Current Report on Form 8-K dated July 5, 2000, as amended
by our Current Report on Form 8-K/A dated August 10, 2000; and
o The description of our common stock set forth in our
Registration Statement on Form 10, including any subsequent
amendment or report filed for the purpose of updating that
description.
We will furnish to you, without charge, on your written or oral
request, a copy of any or all of the documents incorporated by reference herein.
You should direct any requests for documents to Secretary, Cardiac Science,
Inc., 16931 Millikan Avenue, Irvine, CA 92606. Our phone number is 949-587-0357.
21
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the Registrant in connection with the issuance and
distribution of the securities being registered hereby are set forth in the
following table. All amounts are estimates except the SEC Registration Fee.
<TABLE>
<S> <C>
Registration Fee (Securities and Exchange Commission)..................... $41,865
Accounting Fees and Expenses ............................................. $ 7,500
Legal Fees and Expenses................................................... $15,000
Miscellaneous Expenses ................................................... $ 2,500
-------------
Total..................................................................... $66,865
-------------
</TABLE>
The Registrant will bear all costs and expenses of the registration of
the shares under the Securities Act and certain state securities laws, other
than fees of counsel for the selling stockholders and any discounts or
commissions payable with respect to sales of the shares.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to such corporation. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article VIII of the Registrant's Bylaws provides for indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law and California Law.
Article VIII of the Registrant's Bylaws also provides for the
prepayment of expenses to persons entitled to indemnification (subject to
certain conditions), and permits the Registrant to purchase and maintain
insurance on behalf of any director, officer, employee, or agent against any
liability asserted against or incurred by them in any such capacity, or arising
out of their status as such, whether or not the Registrant would have the power
or obligation to indemnify them against such liability under the Registrant's
Bylaws.
II-1
<PAGE>
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchase, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article SIXTH of the Registrant's Certificate of
Incorporation provides for such limitation of liability.
The general effect of the foregoing provisions is to reduce the
circumstances in which an officer, director, agent, or employee may be required
to bear the economic burdens of the foregoing liabilities and expenses.
Item 16. Exhibits
Exhibit No. Description
---------- -----------
5. Opinion of Counsel*
23.1 Consent of PricewaterhouseCoopers LLP regarding Cardiac
Science, Inc.
23.2 Consent of PricewaterhouseCoopers LLP regarding Cadent
Medical Corporation
23.3 Consent of Breslow & Walker, LLP (contained in opinion of
counsel filed as Exhibit 5)*
* previously filed
Item 17. Undertakings.
A. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than 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 Securities Act and will be governed by final adjudication of
such issue.
B. The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to the registration statement to:
II-2
<PAGE>
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) 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 together, 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 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) Include any material information with
respect to the plan of distribution not previously discussed
in the registration statement or any material change to such
information in the registration statement;
(2) For determining any liability under the Securities Act,
treat each such post-effective amendment as a new registration
statement for the securities offered in the registration statement, and
that offering of the securities at that time as the initial bona fide
offering of those securities.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in this registration statement.
C. The undersigned Registrant undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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.
D. The undersigned Registrant hereby undertakes that:
II-3
<PAGE>
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective;
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant 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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on December 14, 2000.
CARDIAC SCIENCE, INC.
By: /s/ Raymond W. Cohen
-----------------------------------------
Raymond W. Cohen
President, (Principal Executive Officer)
By: /s/ Brett L. Scott
-----------------------------------------
Brett L. Scott
Chief Financial Officer, (Principal
Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Raymond W. Cohen
--------------------
Raymond W. Cohen Director December 14, 2000
/s/ Paul Quadros
----------------
Paul Quadros Director December 14, 2000
/s/ Peter Crosby
----------------
Peter Crosby Director December 14, 2000
/s/ Howard Evers
----------------
Howard Evers Director December 14, 2000
/s/ Robert Carpenter
--------------------
Robert Carpenter Director December 14, 2000
/s/ Brian Dovey
---------------
Brian Dovey Director December 14, 2000
II-5
<PAGE>
Cardiac Science, Inc.
EXHIBIT INDEX
-------------
Exhibit No. Description
---------- -----------
5. Opinion of Counsel*
23.1 Consent of PricewaterhouseCoopers LLP regarding Cardiac
Science, Inc.
23.2 Consent of PricewaterhouseCoopers LLP regarding Cadent
Medical Corporation
23.3 Consent of Breslow & Walker, LLP (contained in opinion of
counsel filed as Exhibit 5)*
* previously filed
