SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 2)
Thoratec Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
885175 30 7
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 2001
(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 [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent. (Continued on following
pages)
--------------------------- --------------------------
CUSIP NO. 885175 30 7 13D Page 2 of 6 Pages
--------------------------- --------------------------
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
04-2209186
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
SC
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 11,868,634
OWNED BY EACH
REPORTING PERSON
WITH
------------------------------------------------------------
8. SHARED VOTING POWER
2,731,779
------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
14,600,413
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,600,413
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.5%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Thermo Electron Corporation, a Delaware corporation ("the "Reporting
Person"), hereby amends its statement on Schedule 13D relating to the common
stock, no par value per share (the "Common Stock"), of Thoratec Corporation
(formerly known as Thoratec Laboratories Corporation), a California corporation
(the "Company").
ITEM 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Amendment is being filed by the Reporting Person pursuant to Rule
13d-2 to reflect the change of information previously reported under Item 5 of
its Schedule 13D, as amended.
The principal business address and principal office address of the
Reporting Person 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, drug, and beverage production.
Appendix A attached to hereto sets forth with respect to each executive
officer and director of the reporting Person the following information:
(a) name;
(b) 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 or similar misdemeanors).
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer of 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 enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date of this Amendment, the Reporting Person owns 14,600,413
shares of Common Stock which represents 26.5% of the outstanding Common Stock of
the Company, based upon the total Common Stock outstanding as reported on the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001. Of
the 14,600,413 shares of Common Stock currently owned by the Reporting Person,
(i) 30,727 shares of Common Stock are subject to options to acquire such shares
granted by the Reporting Person pursuant to its director and employee stock
option plans, and (ii) 39,869 shares of Common Stock are issuable upon the
conversion by the Reporting Person of $1,500,000 principal amount of the 4 3/4%
Debentures held by it. Information with respect to the beneficial ownership of
the shares of Common Stock of the other persons named in Item 2 is set forth in
Appendix A. Except as set forth in this Item 5, to the best knowledge of the
Reporting Person, none of the parties named in Item 2 owns any of the Company's
Common Stock.
(b) With respect to 2,731,779 shares of Common Stock of the Company
beneficially owned by the Reporting Person, the Reporting Person shares the
power to vote all of such shares with the Company pursuant to the Shareholder
Agreement, as more fully described in Item 4 above. With respect to the
remainder of the shares of Common Stock of the Company beneficially owned by the
Reporting Person, the Reporting Person has the sole power to vote all such
shares. Subject to the terms of the Shareholder Agreement, as more fully
described in Item 4 above, the Reporting Person has the sole power to dispose of
the shares of Common Stock beneficially owned by it. With respect to the shares
of Common Stock of the Company beneficially owned by the other persons named in
Item 2, except as set forth in Appendix A, each such person has the sole power
to vote all of such shares and the sole power to dispose of all of such shares.
Item 1 sets forth the Company's name and state of incorporation along with
the address of its principal business and principal office. The Company's
principal business is the research, development, manufacturing and marketing of
medical devices for circulatory support and vascular graft applications. To the
best knowledge of the Reporting Person, during the last five years, the Company
(i) has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
(c) Except as described below in this Item 5 and in Item 4, which item is
incorporated herein by reference, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any person named in Appendix A beneficially
has effected any transactions in Common Stock during the past 60 days.
The Reporting Person has affected the following open market sales with
respect to the Common Stock since the filing of Amendment No. 1 to its Schedule
13D:
--------------------------------------------------------------------------------
Date Amount Price per Share
--------------------------------------------------------------------------------
08/07/01 10,000 $18.00
--------------------------------------------------------------------------------
08/17/01 100,000 $17.4423
--------------------------------------------------------------------------------
08/20/01 165,000 $18.612
--------------------------------------------------------------------------------
08/21/01 200,000 $18.6254
--------------------------------------------------------------------------------
08/22/01 250,000 $18.514
--------------------------------------------------------------------------------
08/23/01 300,000 $19.4427
--------------------------------------------------------------------------------
08/24/01 303,240 $19.1652
--------------------------------------------------------------------------------
In addition to the foregoing, on August 17, 2001, the Reporting Person
transferred 4,175 shares of Common Stock to a former employee of the Reporting
Person who exercised an option to purchase the shares from the Reporting Person
at a price of $13.07 per share.
(d) None.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 24, 2001
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
----------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
APPENDIX A
Thermo Electron Corporation
The name, present principal occupation or employment and beneficial
ownership of shares of common stock of Thoratec Corporation (the "Company") of
each director and executive officer of Thermo Electron Corporation ("Thermo
Electron") is set forth below. 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.
Directors
-------------------------------------------------------------------------------------------------------------------
Beneficial Ownership of Shares of the Company
Common Stock
--------------------------------------------------------------
Shares Underlying
Options Total
Name/Present Principal Shares Held Exercisable Prior Beneficial
Occupation or Employment Business Address Outright to August 24, 2001 Ownership
-------------------------------------------------------------------------------------------------------------------
Peter O. Crisp
Vice Chairman of Rockefeller 0 0 0
Financial Services Inc.
-------------------------------------------------------------------------------------------------------------------
Frank Jungers 822 NW Murrray
Private consultant on Suite 242
business and energy Portland, Oregon 97229 0 835 835
matters.
-------------------------------------------------------------------------------------------------------------------
Jim P. Manzi
Currently involved in a
number of technology
startup ventures, 0 0 0
primarily relating to the Internet.
-------------------------------------------------------------------------------------------------------------------
Robert A. McCabe Pilot Capital Corporation
Chairman of Pilot 444 Madison Avenue
Capital Corporation. Suite 2103 9,393 835 10,228
New York, New York 10022
-------------------------------------------------------------------------------------------------------------------
Robert W. O'Leary
Chairman and Chief Executive
Officer of The Sagamore Group. 0 0 0
-------------------------------------------------------------------------------------------------------------------
Hutham S. Olayan Suite 1100
President and a director 505 Park Avenue
of Olayan America New York, New York 10022 9,393 835 10,228
Corporation.
-------------------------------------------------------------------------------------------------------------------
Michael E. Porter
Bishop William Lawrence
University Professor at 0 0 0
Harvard Business School.
-------------------------------------------------------------------------------------------------------------------
Elaine S. Ullian
President and Chief Executive 0 0 0
Officer of Boston
Medical Center.
-------------------------------------------------------------------------------------------------------------------
Richard F. Syron
Chief Executive Officer
and Chairman of the 0 0 0
Board of Thermo Electron
-------------------------------------------------------------------------------------------------------------------
Marijn E. Dekkers(1)
President, Chief Operating Officer 0 0 0
and Director of Thermo Electron
-------------------------------------------------------------------------------------------------------------------
(1) Mr. Dekkers is a citizen of The Netherlands
Executive Officers Who are Not Directors
No person is a controlling stockholder of Thermo Electron.
Beneficial Ownership of Shares of the Company
Common Stock
--------------------------------------------------------------
Shares Underlying
Options Total
Name/Present Principal Shares Held Exercisable Prior Beneficial
Occupation or Employment Business Address Outright to August 24, 2001 Ownership
--------------------------------------------------------------------------------------------------------------------
Theo Melas-Kyriazi(2) 2,960 16,700 19,660
Vice President and Chief
Financial Officer of
Thermo Electron
--------------------------------------------------------------------------------------------------------------------
Guy Broadbent(3) 0 0 0
Vice President of Thermo
Electron, President,
Optical Technologies
--------------------------------------------------------------------------------------------------------------------
Barry S. Howe 0 0 0
Vice President of Thermo
Electron, President,
Measurement and Control
--------------------------------------------------------------------------------------------------------------------
Colin Maddix 0 0 0
Vice President of Thermo
Electron, President,
Life Sciences
--------------------------------------------------------------------------------------------------------------------
Seth H. Hoogasian 0 0 0
Vice President, General
Counsel and Secretary of
Thermo Electron
---------------------------------------------------------------------------------------------------------------------
Peter E. Hornstra 0 0 0
Corporate Controller and
Chief Accounting Officer
of Thermo Electron
----------------------------------------------------------------------------------------------------------------------
All directors and current executive officers as a 21,746 19,205 40,951
group
(2) Mr. Melas-Kyriazi is a citizen of Greece.
(3) Mr. Broadbent is a citizen of the United Kingdom.