<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1999.
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMBRIDGE HEART, INC.
------------------------------------
(Exact name of Registrant as Specified in its Charter)
Delaware 13-3679946
- ------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1 Oak Park Drive, Bedford, Massachusetts 01730
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1996 EQUITY INCENTIVE PLAN
--------------------------------------
(Full title of the Plan)
Jeffrey M. Arnold
President and Chief Executive Officer
Cambridge Heart, Inc.
1 Oak Park Drive
Bedford, Massachusetts 01730
--------------------------------------
(Name and Address of Agent for Service)
(617) 271-1200
-----------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
---------- ---------- ------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $2.4844 $745,320 $197.00
$.001 par value
per share
- -------------------------------------------------------------------------------------------
</TABLE>
__________________________________
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Common Stock
on the Nasdaq National Market on December 16, 1999.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 has previously been filed. Accordingly,
pursuant to General Instruction E to Form S-8, the contents of the Company's
Registration Statement on Form S-8, File No. 333-12411, filed on September 20,
1996, relating to the Company's Amended and Restated 1993 Incentive and Non-
Qualified Stock Option Plan, 1996 Equity Incentive Plan, 1996 Employee Stock
Purchase Plan and 1996 Director Option Plan, is hereby incorporated by
reference.
-2-
<PAGE>
SIGNATURES
Pursuant to 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on this 21st
day of December, 1999.
CAMBRIDGE HEART, INC.
By: /s/ Jeffrey M. Arnold
----------------------------------------
Jeffrey M. Arnold
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Cambridge Heart, Inc., hereby
severally constitute and appoint Jeffrey M. Arnold and Robert B. Palardy, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all post-effective amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Cambridge Heart, Inc. to comply
with the provisions of the Securities Act of 1933, 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 all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ Jeffrey M. Arnold President, Chief Executive Officer December 21, 1999
- -------------------------------
Jeffrey M. Arnold and Director (Principal Executive
Officer)
/s/ Robert B. Palardy Vice President, Finance and December 21, 1999
- -------------------------------
Robert B. Palardy Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Richard J. Cohen Director December 21, 1999
- -------------------------------
Richard J. Cohen, M.D., Ph.D.
/s/ Harris A. Berman Director December 21, 1999
- -------------------------------
Harris A. Berman, M.D.
/s/ J. Daniel Cole Director December 21, 1999
- ------------------
J. Daniel Cole
</TABLE>
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
5 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
<PAGE>
Exhibit 5
Hale and Dorr LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
December 21, 1999
Cambridge Heart, Inc.
1 Oak Park Drive
Bedford, MA 01730
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 300,000 shares of Common
Stock, $.001 par value per share (the "Shares"), of Cambridge Heart, Inc., a
Delaware corporation (the "Company"), issuable upon the exercise of options
granted under the Company's 1996 Equity Incentive Plan (the "1996 Incentive
Plan").
In this connection, we have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the 1996 Incentive Plan, minutes of meetings of the stockholders and the Board
of Directors of the Company as provided to us by the Company, record books of
the Company as provided to us by the Company, the Certificate of Incorporation
and By-Laws of the Company, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America. To the extent that any other laws govern the matters as to which we
are opining herein, we have assumed that such laws are identical to the state
laws of the Commonwealth of Massachusetts, and we are expressing no opinion
herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when such Shares are issued
and paid for in accordance with the terms of
<PAGE>
Cambridge Heart, Inc.
December 21, 1999
Page 2
the 1996 Incentive Plan as contemplated by the Registration Statement, such
Shares will be validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement to register 300,000 shares of common stock on Form S-8 of our report
dated February 10, 1999, relating to the financial statements which appears in
Cambridge Heart, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 21, 1999
