UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)
Thermo Cardiosystems Inc.
---------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
---------------------------------------
(Title of Class of Securities)
88355K 20 0
---------------------------------------
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 3, 2000
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ x ]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
-------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 23,177,040
WITH
-------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
-------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
23,177,040
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,177,040
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
-------------------------------------------------------------------------------
<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $.10 per share,
of Thermo Cardiosystems Inc. (the "Issuer") as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the
information previously reported under Items 4 and 6 of this Schedule 13D. The
Reporting Person holds the Shares of the Issuer that are the subject of this
Amendment directly.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02454-9046.
The Reporting Person is a leading provider of analytical and monitoring
instruments used in a broad range of applications from life sciences research to
telecommunications to food and beverage production. In addition, the Reporting
Person serves the healthcare market through a family of medical companies, and
is a major producer of paper recycling systems and provides fiber-recovery
products. As announced on January 31, 2000, the Reporting Person has initiated a
major reorganization that would transform it into one publicly traded entity
focused on its core instruments business. The Reporting Person's medical
products and paper recycling businesses will be spun off as dividends to its
shareholders, subject to receipt of a favorable Internal Revenue Service ruling
regarding the tax treatment of the transaction.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Person his or her (a) name; (b)
residence or business address; (c) present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and (d) citizenship. To the
knowledge of the Reporting Person, there is no person who may be deemed to be a
controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
The Reporting Person has expended approximately $1,400,000 in purchasing
securities of the Issuer since the Reporting Person's last filing on Schedule
13D. These funds were paid out of the Reporting Person's working capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On October 3, 2000, the Reporting Person issued a press release in which
it stated that the Issuer and the Reporting Person had entered into a definitive
merger agreement with Thoratec Laboratories Corporation ("Thoratec") pursuant to
which the Reporting Person would exchange its shares of the Issuer for shares of
Thoratec, and the Issuer would be merged with and into a wholly-owned subsidiary
of Thoratec. The Issuer would survive the merger, and thereby become a
wholly-owned subsidiary of Thoratec.
Under the terms of the agreement, each issued and outstanding share of the
Issuer, including the approximately 23.1 million shares held by the Reporting
Person, will be exchanged for 0.835 shares of newly issued Thoratec stock.
Except as set forth in this Item 4 and Item 6, neither the Reporting
Person nor, to the Reporting Person's knowledge, any of the executive officers
or directors of the Reporting Person has any current plans or proposals which
relate to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, although the Reporting Person and such other
persons do not rule out the possibility of effecting or seeking to effect any
such actions in the future.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as
follows:
(a) To the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person beneficially own an aggregate of 135,519
Shares or approximately 0.4% of the outstanding Shares. To the knowledge of the
Reporting Person, the Shares beneficially owned by all executive officers and
directors of the Reporting Person include 76,950 Shares that such persons have
the right to acquire within 60 days through the exercise of stock options. Share
ownership information for each executive officer and director of the Reporting
Person, as of September 30, 2000, is set forth below:
Name Number of Shares(1)
---- -------------------
Samuel W. Bodman 0
Peter O. Crisp 0
Marijn E. Dekkers 0
<PAGE>
Elias P. Gyftopoulos 16,750
Brian D. Holt 0
Frank Jungers 13,250
John T. Keiser 57,473
Jim P. Manzi 0
Robert A. McCabe 12,250
Theo Melas-Kyriazi 23,546
Hutham S. Olayan 12,250
Robert W. O'Leary 0
William A. Rainville 0
Richard F. Syron 0
All directors and current executive officers as 135,519
a group (14 persons)
(1) Shares reported as beneficially owned by Dr. Gyftopoulos, Mr. Jungers, Mr.
Keiser, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan, and all directors and
executive officers as a group include 3,750, 1,000, 50,200, 1,000, 20,000,
1,000, and 76,950 Shares, respectively, that such person or members of the group
have the right to acquire within 60 days.
While certain directors and executive officers of the Reporting Person are also
directors and officers of the Issuer, all such persons disclaim beneficial
ownership of the Shares owned by the Reporting Person.
(b) The Reporting Person and the executive officers and directors of the
Reporting Person have the sole power to vote and dispose of the Shares each such
person owns, except as follows: Shares beneficially owned by Dr. Gyftopoulos
include 750 Shares allocated to Dr. Gyftopoulos' account maintained pursuant to
the Issuer's deferred compensation plan for directors.
(c) The Reporting Person has effected no transactions with respect to the
Shares in the past 60 days. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person have effected no
transactions in the Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
As set forth in Item 4 hereof, the Reporting Person has announced that the
Issuer and the Reporting Person have entered into a definitive merger agreement
with Thoratec pursuant to which the Issuer would be merged with and into a
wholly-owned subsidiary of Thoratec.
<PAGE>
Of the 23,177,040, Shares beneficially owned by the Reporting Person, (1)
68,000 Shares are subject to options to acquire such Shares granted by the
Reporting Person pursuant to its director and employee stock option plans and
(2) 47,747 Shares are issuable upon the conversion by the Reporting Person of
$1,500,000 principal amount of Issuer's 4 3/4% Convertible Subordinated
Debentures due 2004. The executive officers and directors of the Reporting
Person have the right, pursuant to such options, to acquire 32,500 Shares. In
addition, the following executive officers and directors of the Reporting Person
have the right to acquire shares from the Issuer pursuant to the Issuer's
director and employee stock option plans: Dr. Gyftopoulos has the right to
acquire 3,750 Shares within 60 days; Mr. Keiser has the right to acquire 20,700
Shares within 60 days; and Mr. Melas-Kyriazi has the right to acquire 20,000
Shares within 60 days.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following as new clause (xii):
(xii) Agreement and Plan of Merger dated as of October 3, 2000, by and
among Thoratec Laboratories Corporation, Lightning Acquisition Corp., Thermo
Electron Corporation and Thermo Cardiosystems Inc. Filed herewith.
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
Reporting Person certifies that the information set forth in this statement is
true, complete and correct.
Date: October 6, 2000 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
-----------------------------
Theo Melas-Kyriazi
Vice President and
Chief Financial Officer
<PAGE>
Appendix A is hereby amended and restated in its entirety as follows:
APPENDIX A
The following individuals are executive officers or directors of Thermo
Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02454-9046.
Samuel W. Bodman: Director, Thermo Electron
Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a
manufacturer of specialty chemicals and materials. His business address is Cabot
Corporation, 75 State Street, Boston, Massachusetts 02109.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until September 1997, a General Partner of Venrock
Associates, a venture capital investment firm. He has been the vice chairman of
Rockefeller Financial Services, Inc. since December 1997.
Elias P. Gyftopoulos: Director, Thermo Electron
Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute of
Technology. His business address is Massachusetts Institute of Technology, Room
24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139.
Frank Jungers: Director, Thermo Electron
Mr. Jungers is a consultant on business and energy matters. His business
address is 822 NW Murray, Suite 242, Portland, Oregon 97229.
Jim P. Manzi: Director, Thermo Electron
Mr. Manzi is currently involved in a number of technology startup ventures,
primarily related to the Internet.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is Chairman of Pilot Capital Corporation, a firm which is
engaged in private investments. His business address is Pilot Capital
Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022.
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chief Executive Officer of PacifiCare
Health Systems, Inc., a managed health services company. His business address is
PacifiCare Health Systems, Inc., 3120 Lake Center Drive, Santa Ana, California
92704.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America Corporation, a
firm engaged in private investments, including real estate, and advisory
services. Her business address is Suite 1100, 505 Park Avenue, New York, New
York 10022.
Richard F. Syron: Chief Executive Officer and Chairman
of the Board, Thermo Electron
Marijn E. Dekkers: President, Chief Operating Officer and
Director, Thermo Electron
Mr. Dekkers is a citizen of The Netherlands.
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical,
Thermo Electron
William A. Rainville: Chief Operating Officer, Recycling and
Resource Recovery, Thermo Electron
