As filed with the Securities and Exchange Commission on August 22, 2011

 

Registration No. 333-           

 

 

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)

 

 

6035 Stoneridge Drive, Pleasanton, California 94588

(Address of principal executive offices)

 

2002 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plan)

 

Gerhard F. Burbach
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):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered (1)		Amount to be registered (2)		Proposed maximum offering price per share (3)			Proposed maximum aggregate offering price (3)			Amount of registration fee
2002 Employee Stock Purchase Plan, Common Stock, no par value		250,000		$	31.845		$	7,961,150		$	924.29

(1)  Each share of Common Stock being registered hereunder, if issued prior to the occurrence of certain events as set forth in the Rights Agreement (as defined herein), will include a preferred share purchase right. Prior to the occurrence of certain events, such preferred share purchase rights will not be exercisable or evidenced separately from the Common Stock.

 

(2) 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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

 

(3) 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 August 17, 2011 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 250,000 shares of its common stock, no par value (the “Common Stock”), issuable to eligible employees and consultants of Thoratec and its affiliates under the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”). On June 19, 2002, June 15, 2006, April 30, 2008 and April 28, 2009, 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 and No. 333-158860, 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 and consultants of Thoratec and its affiliates under the Stock Purchase 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 January 1, 2011, filed with the Commission on February 23, 2011, including all material incorporated by reference therein;

 

(b) Thoratec’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2011, filed with the Commission on May 3, 2011;

 

(c) Thoratec’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2011, filed with the Commission on August 4, 2011;

 

(d) Thoratec’s Current Reports on Form 8-K filed with the Commission on February 14, 2011, March 4, 2011, May 26, 2011, June 10, 2011 and August 3, 2011;

 

(e) 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; and

 

(f) The description of Thoratec’s Rights Agreement, dated as of May 2, 2002, by and between Thoratec and Computershare Trust Company, Inc. (the “Rights Agreement”), and Preferred Stock Purchase Rights, each contained in Thoratec’s registration statement on Form 8-A, filed with the Commission on May 3, 2002, under the 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. 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.

 

 

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		2002 Employee Stock Purchase Plan (1)

 

(1) Filed as an Exhibit to Thoratec’s Form S-8 POS filed with the SEC on July 1, 2002 (Registration No. 333-90768) and incorporated herein by reference.

 

 

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 22nd day of August, 2011.

 

 

	THORATEC CORPORATION
	By:	/s/ Gerhard F. Burbach
		Gerhard F. Burbach
		President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Gerhard F. Burbach 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/ Gerhard F. Burbach		Chief Executive Officer,		August 22, 2011
Gerhard F. Burbach		President and Director
/s/ Roxanne Oulman		Interim		August 22, 2011
Roxanne Oulman		Chief Financial Officer
/s/ Neil F. Dimick		Director and Chairman of the		August 22, 2011
Neil F. Dimick		Board of Directors
/s/ J. Daniel Cole		Director		August 22, 2011
J. Daniel Cole

 

 

/s/ Steven H. Collis		Director		August 22, 2011
Steven H. Collis
/s/ Elisha W. Finney		Director		August 22, 2011
Elisha W. Finney
/s/ D. Keith Grossman		Director		August 22, 2011
D. Keith Grossman
/s/ Paul A. LaViolette		Director		August 22, 2011
Paul A. LaViolette
/s/ Daniel M. Mulvena		Director		August 22, 2011
Daniel M. Mulvena

 

 

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		2002 Employee Stock Purchase Plan (1)

 

(1) Filed as an Exhibit to Thoratec’s Form S-8 POS filed with the SEC on July 1, 2002 (Registration No. 333-90768) and incorporated herein by reference.