As filed with the Securities and Exchange Commission on November 13, 2014

 

Registration No. 333-      

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

THORATEC CORPORATION

(Exact name of registrant as specified in its charter)

 

California

 

94-2340464

(State or other jurisdiction of

 

(I.R.S. employer identification No.)

incorporation or organization)

 

 

 

6035 Stoneridge Drive, Pleasanton, California 94588

(Address of principal executive offices)

 

AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plan)

 

D. Keith Grossman
Thoratec Corporation
6035 Stoneridge Drive
Pleasanton, California 94588

(Name and address of agent for service)

 

(925) 847-8600
(Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be
registered

 

Amount to be registered
(1)

 

Proposed maximum
offering price per share (2)

 

Proposed maximum
aggregate offering price (2)

 

Amount of
registration fee

 

Amended and Restated 2002 Employee Stock Purchase Plan, Common Stock, no par value

 

800,000

 

$

26.44

 

$

21,152,000

 

$

2,458

 

Total:

 

800,000

 

$

26.44

 

$

21,152,000

 

$

2,458

 

(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any additional Common Stock that may be offered or issued in connection with any stock split, stock dividend or similar transaction effected without the receipt of consideration, which results in an increase in the number of the outstanding shares of Common Stock.

 

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, the price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock of Thoratec Corporation on November 7, 2014 as reported on the NASDAQ Global Select Market.

 

 

 



 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

 

This Registration Statement on Form S-8 is filed by Thoratec Corporation, a California corporation (“Thoratec”), relating to 800,000 shares of its common stock, no par value (the “Common Stock”), issuable to eligible employees of Thoratec and its participating subsidiaries under the Amended and Restated 2002 Employee Stock Purchase Plan (the “2002 Plan”). On June 19, 2002, June 15, 2006, April 30, 2008, April 28, 2009, August 22, 2011 and July 25, 2012, Thoratec filed with the Securities and Exchange Commission (the “Commission”) Registration Statements on Form S-8, Registration No. 333-90768, No. 333-135047, No. 333-150527, No. 333-158860, No. 333-176422 and No. 333-182843, respectively, and on July 1, 2002, Thoratec filed with the Commission Post-Effective Amendment No. 1 to Registration Statement No. 333-90768 (together, the “Prior Registration Statements”), relating to shares of Common Stock issuable to eligible employees of Thoratec and its participating subsidiaries under the 2002 Plan. The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with Section E of the General Instructions to Form S-8 regarding Registration of Additional Securities. Pursuant to Section E of the General Instructions to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents filed with the Commission by Thoratec are incorporated by reference in this Registration Statement:

 

(a) Thoratec’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the Commission on February 18, 2014, including all material incorporated by reference therein;

 

(b) Thoratec’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2014, June 28, 2014 and September 27, 2014 filed with the Commission on May 7, 2014, August 7, 2014 and November 6, 2014, respectively;

 

(c)  Thoratec’s Current Reports on Form 8-K filed with the Commission on March 18, 2014, May 27, 2014, July 2, 2014, September 22, 2014 and October 6, 2014; and

 

(d) The description of Thoratec’s common stock contained in Thoratec’s registration statement on Form 8-A, filed with the Commission on May 18, 1981, under the Securities Exchange Act of 1934, as amended (“Exchange Act”), including any amendment or reports filed for the purpose of updating that description.

 

All documents subsequently filed by Thoratec pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents; provided, however, that Thoratec is not incorporating any information furnished in any Current Report on Form 8-K.

 

Any document, and any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such document or statement, except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference herein.

 

2



 

ITEM 8. EXHIBITS

 

Exhibit Number

 

Exhibit

 

 

 

5.1

 

Opinion of Latham & Watkins LLP

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP

 

 

 

23.2

 

Consent of Latham & Watkins LLP (contained in Exhibit 5.1)

 

 

 

24.1

 

Power of Attorney (included on the signature pages to this Registration Statement on Form S-8)

 

 

 

99.1

 

Amended and Restated 2002 Employee Stock Purchase Plan

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 13th day of November, 2014.

 

 

 

THORATEC CORPORATION

 

 

 

 

 

 

 

By:

/s/ D. Keith Grossman

 

 

D. Keith Grossman

 

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints D. Keith Grossman and David A. Lehman, and each of them, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, to act for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement on Form S-8 as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.

 

In accordance with the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of Thoratec Corporation and in the capacities and on the dates indicated.

 

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ D. Keith Grossman

 

Chief Executive Officer,

 

November 13, 2014

D. Keith Grossman

 

President and Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Taylor C. Harris

 

Vice President and Chief Financial Officer

 

November 13, 2014

Taylor C. Harris

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Neil F. Dimick

 

Director and Chairman of the

 

November 13, 2014

Neil F. Dimick

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

/s/ J. Daniel Cole

 

Director

 

November 13, 2014

J. Daniel Cole

 

 

 

 

 

4



 

/s/ Steven H. Collis

 

Director

 

November 13, 2014

Steven H. Collis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ William A. Hawkins, III

 

Director

 

November 13, 2014

William A. Hawkins, III

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Paul A. LaViolette

 

Director

 

November 13, 2014

Paul A. LaViolette

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Martha H. Marsh

 

Director

 

November 13, 2014

Martha H. Marsh

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Todd C. Schermerhorn

 

Director

 

November 13, 2014

Todd C. Schermerhorn

 

 

 

 

 

5



 

INDEX TO EXHIBITS

 

Exhibit Number

 

Exhibit

 

 

 

5.1

 

Opinion of Latham & Watkins LLP

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP

 

 

 

23.2

 

Consent of Latham & Watkins LLP (contained in Exhibit 5.1)

 

 

 

24.1

 

Power of Attorney (included on the signature pages to this Registration Statement on Form S-8)

 

 

 

99.1

 

Amended and Restated 2002 Employee Stock Purchase Plan

 

6