<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
REGISTRATION NO. 333-04879
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CAMBRIDGE HEART, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 3845 13-3679946
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
(I.R.S. EMPLOYER
(STATE OR OTHER IDENTIFICATION
JURISDICTION OF NUMBER)
INCORPORATION OR ---------------
ORGANIZATION)
1 OAK PARK DRIVE, BEDFORD, MA 01730
(617) 271-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
JEFFREY M. ARNOLD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAMBRIDGE HEART, INC.
1 OAK PARK DRIVE
BEDFORD, MA 01730
(617) 271-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
JOHN A. BURGESS, ESQ. DAVID J. BEVERIDGE, ESQ.
STEVEN D. SINGER, ESQ. SHEARMAN & STERLING
HALE AND DORR 599 LEXINGTON AVENUE
60 STATE STREET NEW YORK, NEW YORK 10022
BOSTON, MASSACHUSETTS 02109 (212) 848-4000
(617) 526-6000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.
---------------
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, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE
SECURITIES TO BE TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1)(3) PER SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share....... 3,682,900 shares $13.00 $47,877,700 $16,510
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 480,375 shares which the Underwriters have the option to purchase
from the Company to cover over-allotments, if any. See "Underwriting".
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
(3) The shares of Common Stock are not being registered for the purpose of
sale outside the United States.
---------------
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CAMBRIDGE HEART, INC.
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-1
<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM AND CAPTION LOCATION IN PROSPECTUS
---------------------- ----------------------
<S> <C>
1.Forepart of Registration Statement and
Outside Front Cover Page of
Prospectus.......................... Outside Front Cover Page
2.Inside Front and Outside Back Cover
Pages of Prospectus................. Inside Front Cover Page; Outside
Back Cover Page
3.Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges.. Prospectus Summary; Risk Factors;
The Company
4.Use of Proceeds....................... Prospectus Summary; Use of Proceeds
5.Determination of Offering Price....... Underwriting
6.Dilution.............................. Dilution
7.Selling Security Holders.............. Principal and Selling Stockholders
8.Plan of Distribution.................. Outside Front Cover Page;
Underwriting
9.Description of Securities to be
Registered.......................... Description of Capital Stock
10.Interests of Named Experts and
Counsel............................. Legal Matters; Experts
11.Information With Respect to the
Registrant:
(a)Description of Business............. Business
(b)Description of Property............. Business--Facilities
(c)Legal Proceedings................... Not Applicable
(d)Market Price of and Dividends on the
Registrant's Common Equity and
Related Stockholder Matters....... Front Cover Page; Dividend Policy;
Description of Capital Stock;
Shares Eligible for Future Sale
(e)Financial Statements................ Financial Statements; Capitalization
(f)Selected Financial Data............. Selected Financial Data
(g)Supplementary Financial
Information....................... Not Applicable
(h)Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... Management's Discussion and Analysis
of Financial Condition and Results
of Operations
(i)Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure.............. Not Applicable
(j)Directors, Executive Officers,
Promoters and Control Persons..... Management--Executive Officers and
Directors; Certain Transactions
(k)Executive Compensation.............. Management--Executive Compensation
(l)Security Ownership of Certain
Beneficial Owners and Management.. Principal Stockholders
(m)Certain Relationships and Related
Transactions...................... Certain Transactions
12.Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities......................... Not Applicable
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts. All amounts shown are estimates except for the
Securities and Exchange Commission ("SEC") registration fee and the National
Association of Securities Dealers, Inc. ("NASD") filing fee.
<TABLE>
<S> <C>
SEC Registration Fee............................................. $ 15,500
NASD Filing Fee.................................................. 4,535
Nasdaq Listing Fee............................................... 40,000
Blue Sky Fees and Expenses....................................... 25,000
Transfer Agent and Registrar Fees................................ 10,000
Accounting Fees and Expenses..................................... 150,000
Legal Fees and Expenses.......................................... 200,000
Printing, Engraving and Mailing Expenses......................... 100,000
Miscellaneous.................................................... 79,965
--------
Total.......................................................... $625,000
========
</TABLE>
- --------
* To be completed by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Nine of the Registrant's Restated Certificate of Incorporation (the
"Restated Certificate of Incorporation") provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach
of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability
of directors for breach of fiduciary duty.
Article Nine of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right
of the Registrant) brought against him by virtue of his position as a director
or officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Registrant, except that no indemnification shall be made with respect
to any matter as to which such person shall have been adjudged to be liable to
the Registrant, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.
II-1
<PAGE>
Indemnification is required to be made unless the Registrant determines that
the applicable standard of conduct required for indemnification has not been
met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent
to the right of indemnification, the director or officer must give the
Registrant notice of the action for which indemnity is sought and the
Registrant has the right to participate in such action or assume the defense
thereof.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he is or is threatened to
be made a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
Under Section Eight of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth in chronological order below is information regarding the number
of shares of Common and Preferred Stock issued, and the number of options
granted, by the Registrant since May 1, 1993. Further included is the
consideration, if any, received by the Registrant for such shares and options,
and information relating to the section of the Securities Act of 1933 (the
"Securities Act"), or rule of the Securities and Exchange Commission under
which exemption from registration was claimed. All awards of options did not
involve any sale under the Securities Act and none of these securities was
registered under the Securities Act.
1. In September 1993, the Registrant sold 1,200,000 and 1,300,000 shares
of Series A Convertible Preferred Stock to Financial Strategic Portfolios,
Inc. - Health Sciences Portfolio and the Global Health Sciences Fund,
respectively, at $1.00 per share for aggregate consideration of $2,500,000.
2. In September 1993, October 1993 and December 1993, the Registrant sold
3,533,083, 372,500 and 72,500 shares of Series A Convertible Preferred
Stock, respectively, to certain individual investors at $1.00 per share,
for a total aggregate consideration of $3,978,083.
3. In September 1993, the Registrant converted $100,000 of notes payable
due to individual investors into 100,000 shares of Series A Convertible
Preferred Stock.
4. In September 1993, the Registrant issued warrants to purchase 328,904
shares of Common Stock to KBL Healthcare, Inc. in exchange for certain
investment banking services. The warrant is exercisable at $2.00 per share.
5. In December 1993, the Registrant issued a warrant to purchase 109,634
shares of Common Stock to Dr. Richard Cohen in exchange for certain
consulting services to the Company. The warrant is exercisable at $2.00 per
share.
6. In December 1993, the Registrant sold 180,000 shares of Common Stock
to the Massachusetts Institute of Technology pursuant to a certain Option
Agreement dated as of February 10, 1993 at $.002 per share for an aggregate
consideration of $360.
II-2
<PAGE>
7. In August 1994, the Registrant sold 22,500 shares of Common Stock to
Paul Albrecht pursuant to the exercise of options at $.002 per share for
aggregate consideration of $45.
8. In October 1994, the Registrant sold 8,333 shares of Common Stock to a
member of the Scientific Advisory Board pursuant to the exercise of options
at $.02 per share for an aggregate consideration of $167.
9. In March 1995, the Registrant sold 91,163 shares of Common Stock to
Jeffrey M. Arnold pursuant to the exercise of options at $.02 per share for
aggregate consideration of $1,823.
10. In March 1995, the Registrant sold 8,333 shares of Common Stock to
David F. Rollo pursuant to the exercise of options at $.02 per share for an
aggregate consideration of $167.
11. In April 1995, the Registrant sold 8,334 shares of Common Stock to a
member of the Scientific Advisory Board pursuant to the exercise of options
at $.02 per share for an aggregate consideration of $167.
12. In April 1995, the Registrant sold 2,333,333 shares of Series B
Convertible Preferred Stock to certain investment partnerships organized by
Morgan Stanley & Co. at $1.50 per share for aggregate consideration of
$3,500,000.
13. In June 1995, the Registrant sold 2,000 shares of Common Stock to an
employee pursuant to the exercise of options at $.20 per share for
aggregate consideration of $400.
14. In June 1995, the Registrant sold 22,500 shares of Common Stock to
Paul Albrecht pursuant to the exercise of options at $.002 per share for
aggregate consideration of $45.
15. In March 1996, the Registrant sold 45,000 shares of Common Stock to
Paul Albrecht pursuant to the exercise of options at $.20 per share for
aggregate consideration of $9,000.
16. From May 15, 1993 through June 30, 1996, the Registrant granted
options to purchase an aggregate of 967,000 shares of Common Stock to
officers, employees and consultants of the Registrant pursuant to the
Registrant's Amended and Restated 1993 incentive and Non-Qualified Stock
Option Plan. Exercise prices range from $0.002 to $10.00 per share,
resulting in an aggregate consideration of approximately $987,350.
The shares of capital stock and securities issued in the above transactions
were offered and sold in reliance upon the exemption from registration under
Section 4(2) of the Securities Act or Regulation D or Rule 701 promulgated
under the Securities Act, relative to sales by an issuer not involving a
public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
3.1 Certificate of Incorporation, as amended, of the Registrant.
3.2 Form of Restated Certificate of Incorporation of the Registrant to be
filed upon the closing of the public offering.
3.3 By-Laws of the Registrant, as amended.
4.1 Specimen Certificate for shares of Common Stock, $.001 par value, of
the Registrant.
5.1# Opinion of Hale and Dorr with respect to the validity of the
securities being offered.
10.1 1993 Incentive and Non-Qualified Stock Option Plan, as amended.
10.2 1996 Equity Incentive Plan.
10.3 1996 Employee Stock Purchase Plan.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.4 1996 Director Option Plan.
10.5 Consulting and Technology Agreement between the Registrant and Dr.
Richard J. Cohen, dated February 8, 1993.
10.6 Employment Agreement between the Registrant and Jeffrey M. Arnold,
dated September 1, 1993.
10.7 Employment Agreement between the Registrant and Paul Albrecht, Ph.D.,
dated April 27, 1993.
10.8 License Agreement By and Between the Registrant and Dr. Richard J.
Cohen, dated February 8, 1993.
10.9 Lease By and Between the Registrant and R.W. Connelly, dated June 1,
1995.
10.10+ Exclusive distribution agreement by and between the Registrant and
Kontron Instruments Ltd., dated December 28, 1995.
10.11+ Exclusive Distributorship Agreement by and between the Registrant and
Fukuda Denshi Co., Ltd.
10.12 License Agreement by and between the Registrant and the Massachusetts
Institute of Technology, dated September 28, 1993, relating to the
technology of "Assessing Myocardial Electrical Stability".
10.13 License Agreement by and between the Registrants and the Massachusetts
Institute of Technology, dated September 28, 1993, relating to the
technology of "Cardiac Electrical Imaging".
10.14 License Agreement by and between the Registrant and the Massachusetts
Institute of Technology, dated September 28, 1993, relating to the
technology of "Pacing Technology For Prevention of Cardiac
Dysrhythmias".
10.15 License Agreement by and between the Registrant and the Massachusetts
Institute of Technology, dated September 28, 1993, relating to the
technology of "Cardiovascular System Identification", as amended on
July 9, 1996.
10.16 Investors' Rights Agreement by and among the Company, Financial
Strategic Portfolios, Inc.--Health Sciences Portfolio and the Global
Health Sciences Fund, dated September 29, 1993.
10.17 Investors' Rights Agreement by and among the Company and Morgan
Stanley Venture Capital Fund II, L.P., Morgan Stanley Venture Capital
Fund II, C.V. and Morgan Stanley Venture Investors, L.P., dated April
19, 1995.
10.18 Warrant to Purchase Shares of common Stock of the Company in favor of
Richard J. Cohen, dated September 29, 1993.
10.19 Form of additional warrant to purchase shares of Common Stock of the
Company.
10.20 Form of Registration Rights Agreement by and between the Company and
various Founders, each dated March 29, 1993.
11 Computation of Unaudited Pro Forma Net Loss Per Share.
23.1 Consent of Hale and Dorr (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included on page II-6).
27 Financial Data Schedule
99.1 Consent of Laurence J. Blumberg
</TABLE>
- --------
* To be filed by amendment.
# Filed herewith.
+ Confidential treatment requested as to certain portions.
All other exhibits have been previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
All applicable information is readily determinable from the notes to the
Company's financial statements.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
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 provisions contained in the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Registrant and the laws
of the State of Delaware, 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
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 this
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-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS AMENDMENT NO. 4 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN OF BEDFORD,
COMMONWEALTH OF MASSACHUSETTS, ON THIS 26TH DAY OF JULY, 1996.
CAMBRIDGE HEART, INC.
/S/ Jeffrey M. Arnold*
By: _________________________________
JEFFREY M. ARNOLD
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Cambridge Heart, Inc., hereby
severally constitute and appoint Jeffrey M. Arnold, Thomas V. Hennessey, Jr.,
John A. Burgess and Steven D. Singer, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement on Form S-1 filed herewith and any and all pre-effective and post-
effective amendments to said Registration Statement and any subsequent
Registration Statement for the same offering which may be filed under Rule
462(b), and generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable Cambridge Heart, Inc. to
comply with the provisions of the Securities Act, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said Registration Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/S/ Jeffrey M. Arnold* President, Chief
- ------------------------------------- Executive Officer July 26, 1996
JEFFREY M. ARNOLD and Director
(Principal
Executive Officer)
/S/ Thomas V. Hennessey, Jr. Chief Financial
- ------------------------------------- Officer, Vice July 26, 1996
THOMAS V. HENNESSEY, JR. President of
Operations and
Treasurer
(Principal
Financial and
Accounting Officer)
II-6
<PAGE>
SIGNATURE TITLE DATE
/S/ Marlene Krauss* Chairperson,
- ------------------------------------- Secretary and July 26, 1996
MARLENE KRAUSS Director
/S/ Zachary C. Berk* Director
- ------------------------------------- July 26, 1996
ZACHARY C. BERK
/S/ Richard J. Cohen* Director
- ------------------------------------- July 26, 1996
RICHARD J. COHEN
/S/ M. Fazle Husain* Director
- ------------------------------------- July 26, 1996
M. FAZLE HUSAIN
/S/ David F. Muller* Director
- ------------------------------------- July 26, 1996
DAVID F. MULLER
/S/ David F. Rollo* Director
- ------------------------------------- July 26, 1996
DAVID F. ROLLO
/S/ Rolf S. Stutz* Director
- ------------------------------------- July 26, 1996
ROLF S. STUTZ
*By: /S/ Thomas V. Hennessey, Jr.
--------------------------------- July 26, 1996
THOMAS V. HENNESSEY, JR.
Attorney-in-fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
1.1 Form of U.S. Underwriting Agreement.
1.2 Form of International Underwriting Agreement.
3.1 Certificate of Incorporation, as amended, of the Registrant.
3.2 Form of Restated Certificate of Incorporation of the Registrant
to be filed upon the closing of the public offering.
3.3 By-Laws of the Registrant, as amended.
4.1 Specimen Certificate for shares of Common Stock, $.001 par
value, of the Registrant.
5.1# Opinion of Hale and Dorr with respect to the validity of the
securities being offered.
10.1 1993 Incentive and Non-Qualified Stock Option Plan, as amended.
10.2 1996 Equity Incentive Plan.
10.3 1996 Employee Stock Purchase Plan.
10.4 1996 Director Stock Option Plan.
10.5 Consulting and Technology Agreement between the Registrant and
Dr. Richard J. Cohen, dated February 8, 1993.
10.6 Employment Agreement between the Registrant and Jeffrey M.
Arnold, dated September 1, 1993.
10.7 Employment Agreement between the Registrant and Paul Albrecht,
Ph.D., dated April 27, 1993.
10.8 License Agreement By and Between the Registrant and Dr. Richard
J. Cohen, dated February 8, 1993.
10.9 Lease By and Between the Registrant and R.W. Connelly, dated
June 1, 1995.
10.10+ Exclusive distribution agreement by and between the Registrant
and Kontron Instruments Ltd., dated December 28, 1995.
10.11+ Exclusive Distributorship Agreement by and between the
Registrant and Fukuda Denshi Co., Ltd.
10.12 License Agreement by and between the Registrant and the
Massachusetts Institute of Technology, dated September 28,
1993, relating to the technology of "Assessing Myocardial
Electrical Stability".
10.13 License Agreement by and between the Registrants and the
Massachusetts Institute of Technology, dated September 28,
1993, relating to the technology of "Cardiac Electrical
Imaging".
10.14 License Agreement by and between the Registrant and the
Massachusetts Institute of Technology, dated September 28,
1993, relating to the technology of "Pacing Technology For
Prevention of Cardiac Dysrhythmias".
10.15 License Agreement by and between the Registrant and the
Massachusetts Institute of Technology, dated September 28,
1993, relating to the technology of "Cardiovascular System
Identification", as amended on July 9, 1996.
10.16 Investors' Rights Agreement by and among the Company, Financial
Strategic Portfolios, Inc.--Health Sciences Portfolio and the
Global Health Sciences Fund, dated September 29, 1993.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
10.17 Investors' Rights Agreement by and among the Company and Morgan
Stanley Venture Capital Fund II, L.P., Morgan Stanley Venture
Capital Fund II, C.V. and Morgan Stanley Venture Investors,
L.P., dated April 19, 1995.
10.18 Warrant to Purchase Shares of common Stock of the Company in
favor of Richard J. Cohen, dated September 29, 1993.
10.19 Form of additional warrant to purchase shares of Common Stock
of the Company.
10.20 Form of Registration Rights Agreement by and between the
Company and various Founders, each dated March 29, 1993.
11 Computation of Unaudited Pro Forma Net Loss Per Share.
23.1 Consent of Hale and Dorr (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Powers of Attorney (included on page II-6).
27 Financial Data Schedule.
99.1 Consent of Laurence J. Blumberg.
</TABLE>
- --------
* To be filed by amendment.
# Filed herewith.
+ Confidential treatment requested as to certain portions.
All other exhibits have been previously filed.
<PAGE>
EXHIBIT 5.1
July 26, 1996
Cambridge Heart, Inc.
1 Oak Park Drive
Bedford, MA 01730
Ladies and Gentlemen:
We have assisted in the preparation and filing of a Registration
Statement on Form S-1 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the registration of an
aggregate of 3,682,900 shares of Common Stock, $.001 par value per
share (the "Common Stock"), of Cambridge Heart, Inc., a Delaware
corporation (the "Company"). Of the 3,682,900 shares of Common Stock to
be sold pursuant to the Registration Statement (the "Shares"),
3,480,375 shares are to be issued and sold by the Company (the "Company
Shares") and 202,525 shares (the "Selling Stockholder Shares") are to
be sold by certain stockholders of the Company (the "Selling
Stockholders"). The Shares are to be sold to the Underwriters (as
defined below) pursuant to an underwriting agreement (the "Underwriting
Agreement") to be entered into by and among the Company, the Selling
Stockholders and Goldman, Sachs & Co. and Bear, Stearns & Co. Inc., as
representatives of the several underwriters named in the Underwriting
Agreement (the "Underwriters").
We have examined signed copies of the Registration Statement and
all exhibits thereto, all as filed with the Commission. We have also
examined and relied upon the original or copies of minutes of meetings
of the stockholders and Board of Directors of the Company, stock record
books of the Company, a copy of the By-laws of the Company, as amended,
and a copy of the Certificate of Incorporation of the Company, as
amended.
We assume that appropriate action will be taken, prior to the
offer and sale of the Shares, to register and qualify the Shares for
sale under all applicable state "Blue Sky" and securities laws.
In our examination of the foregoing documents, we have
assumed the genuineness of all signatures and authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the
authenticity of the originals of such latter documents.
<PAGE>
Cambridge heart, Inc.
July 26, 1996
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Delaware, with corporate
powers adequate for the conduct of its business as described in the
Registration Statement and the Prospectus constituting a part thereof.
2. The Company Shares have been duly and validly authorized for
issuance and, when issued in accordance with the terms of the
Underwriting Agreement against payment therefor, will be validly
issued, fully paid and nonassessable.
3. The Selling Stockholder Shares have been duly authorized and
validly issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of
the Registration Statement and to the use of our name therein and
in the related Prospectus under the caption "Legal Matters."
It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
HALE AND DORR
