Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - HeartWare International, Inc. | b83760exv4w1.htm |
EX-5.2 - EX-5.2 - HeartWare International, Inc. | b83760exv5w2.htm |
EX-5.1 - EX-5.1 - HeartWare International, Inc. | b83760exv5w1.htm |
EX-4.2 - EX-4.2 - HeartWare International, Inc. | b83760exv4w2.htm |
EX-1.1 - EX-1.1 - HeartWare International, Inc. | b83760exv1w1.htm |
EX-1.2 - EX-1.2 - HeartWare International, Inc. | b83760exv1w2.htm |
EX-99.3 - EX-99.3 - HeartWare International, Inc. | b83760exv99w3.htm |
EX-99.1 - EX-99.1 - HeartWare International, Inc. | b83760exv99w1.htm |
EX-99.2 - EX-99.2 - HeartWare International, Inc. | b83760exv99w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 9, 2010
HEARTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34256 | 26-3636023 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
205 Newbury Street, Suite 101 Framingham, Massachusetts |
01701 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: +1 508 739 0950
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreements
On December 9, 2010, HeartWare International, Inc. (the Company) entered into an
underwriting agreement (the Convertible Note Underwriting Agreement) with J.P. Morgan Securities
LLC, as representative of the several underwriters named therein (the Convertible Note
Underwriters) relating to the issuance and sale by the Company of $143.75 million aggregate
principal amount of 3.50% Convertible Senior Notes due 2017 (the Convertible Notes), which amount
includes $18.75 million principal amount of Convertible Notes sold under an option granted to the
Convertible Note Underwriters. A copy of the Convertible Note Underwriting Agreement is filed as
Exhibit 1.1 with this report and incorporated herein by reference.
On December 9, 2010, Apple Tree Partners I, L.P., one of the Companys existing stockholders,
entered into an underwriting agreement (the Common Stock
Underwriting Agreement) with the Company and J.P. Morgan
Securities LLC, as representative of the several underwriters named therein (the Common Stock
Underwriters and, together with the Convertible Note Underwriters, the Underwriters) relating to
the sale by Apple Tree Partners I, L.P. of 1,000,000 shares of common stock of the Company, par value $0.001 per
share (the Common Stock), which amount includes 100,000 shares of Common Stock sold under an
option granted to the Common Stock Underwriters, at a per share purchase price to the public of
$81.31. A copy of the Common Stock Underwriting Agreement is filed as Exhibit 1.2 with this report
and incorporated herein by reference.
Certain of the Underwriters and their affiliates have provided in the past to the Company and
its affiliates and may provide from time to time in the future certain commercial banking,
financial advisory, investment banking and other services for the Company and such affiliates in
the ordinary course of their business, for which they have received and may continue to receive
customary fees and commissions. In addition, from time to time, certain of the Underwriters and
their affiliates may, subject to the extent permitted by law, effect transactions for their own
account or the account of customers, and hold on behalf of themselves or their customers, long or
short positions in the Companys debt or equity securities or loans, and may do so in the future.
Indenture and Supplemental Indenture
On December 15, 2010, the Company consummated the issuance and sale of $143.75 million
aggregate principal amount of the Convertible Notes pursuant to the
terms of an Indenture dated as of
December 15, 2010 (the Base Indenture) among the Company and Wilmington Trust FSB, as trustee
(the Trustee), as supplemented by the First Supplemental
Indenture dated as of December 15, 2010 (the First Supplemental
Indenture and, together with the Base Indenture, the Indenture). A copy of the Base Indenture
and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, with this
report and incorporated herein by reference. The following description of the Convertible Notes
and the Indenture is a summary and is not meant to be a complete description of the Convertible
Notes or the Indenture.
The Convertible Notes are the senior unsecured obligations of the Company. The Convertible
Notes bear interest at a rate of 3.50% per annum, payable semi-annually in arrears on June 15 and
December 15 of each year, beginning on June 15, 2011. The Convertible Notes will mature on
December 15, 2017, unless earlier repurchased by the Company or converted. The Convertible Notes
will be convertible at an initial conversion rate of 10.0000 shares of Common Stock per $1,000
principal amount of Convertible Notes, which corresponds to an initial conversion price of $100.00
per share of Common Stock, representing a conversion premium of
approximately 23% based on the closing price of $81.31 per share on
December 9, 2010. The conversion rate is subject to adjustment from time to time upon the
occurrence of certain events. Prior to February 1, 2011, holders may not convert their Convertible
Notes under any circumstances. On or after February 1, 2011 and prior to June 15, 2017, holders
may convert their Convertible Notes at their option only under the following circumstances: (1)
during any calendar quarter commencing after the calendar quarter ending on March 31, 2011 (and
only during such calendar quarter), if the last reported sale price of the Common Stock for at
least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding calendar quarter is greater than or
equal to 130% of the conversion price on each applicable trading day; (2) during the five business
day period after any five consecutive trading day period (the measurement period) in which the
trading price per $1,000 principal amount of
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Convertible Notes for each trading day of the measurement period was less than 98% of the product
of the last reported sale price of the Common Stock and the conversion rate on such trading day; or
(3) upon the occurrence of specified corporate events. On or after June 15, 2017 until the close of
business on the business day immediately preceding the maturity date, holders may convert their
Convertible Notes at any time, regardless of whether any of the foregoing conditions has been met.
Upon
conversion, the Company will pay or deliver, as the case may be,
cash, shares of Common Stock or a combination thereof, at the
Companys election.
The Company may not redeem the Convertible Notes prior to maturity. Holders of the
Convertible Notes may require the Company to purchase for cash all or a part of their
Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible
Notes to be repurchased, plus accrued and unpaid interest, upon the occurrence of certain
fundamental changes involving the Company.
The Indenture does not contain any financial or operating covenants or restrictions on the
payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities
by the Company or any of its subsidiaries.
The Indenture contains customary terms and covenants and events of default. If an event of
default (other than certain events of bankruptcy, insolvency or
reorganization involving the Company occurs
and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in
principal amount of the outstanding Convertible Notes by notice to the Company and the Trustee, may
declare 100% of the principal of and accrued and unpaid interest, if any, on all the Convertible
Notes to be due and payable. In case of certain events of bankruptcy, insolvency or
reorganization, involving the Company, 100% of the principal of and accrued and unpaid interest on
the Convertible Notes will automatically become due and payable. Upon such a declaration of
acceleration, such principal and accrued and unpaid interest, if any, will be due and payable
immediately. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company
elects, the sole remedy for an event of default relating to certain failures by the Company to
comply with certain reporting covenants in the Indenture consists exclusively of the right to
receive additional interest on the Convertible Notes.
The foregoing descriptions of the Convertible Note Underwriting Agreement, Common Stock
Underwriting Agreement, Base Indenture and the First Supplemental
Indenture are qualified in their
entirety by reference to the copies thereof which are filed as Exhibit 1.1, Exhibit 1.2,
Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On December 15, 2010, the Company consummated the issuance and sale of the Convertible Notes
pursuant to the Convertible Note Underwriting Agreement and Apple Tree Partners I, L.P. consummated
its sale of Common Stock pursuant to the Common Stock Underwriting Agreement, in each case as described in Item 1.01 of this report.
On
December 9, 2010, the Company issued a press release announcing
that it planned to offer
Convertible Notes and that Apple Tree Partners I, L.P. plans to offer Common Stock. On December 10,
2010, the Company issued a press release announcing the pricing of the offerings of the Convertible
Notes and the Common Stock, and on December 15, 2010, the Company issued a press release announcing
the consummation of these offerings. A copy of each press release is filed as Exhibit 99.1,
Exhibit 99.2 and Exhibit 99. 3, respectively, to this Current Report on form 8-K and is incorporated by reference
in this Item 8.01.
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Table of Contents
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Exhibit Description | |
1.1
|
Convertible Notes Underwriting Agreement dated December 9, 2010 between HeartWare International, Inc. and J.P. Morgan Securities LLC as representative of the several underwriters named therein. | |
1.2
|
Common Stock Underwriting Agreement dated December 9, 2010 among HeartWare International, Inc., Apple Tree Partners I, L.P. and J.P. Morgan Securities LLC as representative of the several underwriters named therein. | |
4.1
|
Indenture dated as of December 15, 2010 between the Company and Wilmington Trust FSB, as Trustee. | |
4.2
|
First Supplemental Indenture dated as of December 15, 2010 between the Company and Wilmington Trust FSB, as Trustee. | |
4.3
|
Form of 3.50% Convertible Senior Notes due 2017 (included in Exhibit 4.2). | |
5.1
|
Opinion of Jeffrey M. Held, Vice President, General Counsel and Secretary of the Company, dated December 15, 2010. | |
5.2
|
Opinion of Shearman & Sterling LLP, counsel to the Company, dated December 15, 2010. | |
99.1
|
Press Release dated December 9, 2010. | |
99.2
|
Press Release dated December 10, 2010. | |
99.3
|
Press Release dated December 15, 2010. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HeartWare International, Inc. |
||||
Date: December 15, 2010 | ||||
By: | /s/ David McIntyre | |||
Name: | David McIntyre | |||
Title: | Chief Financial Officer and Chief Operating Officer |
Table of Contents
INDEX TO EXHIBITS
Exhibit No. | Exhibit Description | |
1.1
|
Convertible Notes Underwriting Agreement dated December 9, 2010 between HeartWare International, Inc. and J.P. Morgan Securities LLC as representative of the several underwriters named therein. | |
1.2
|
Common Stock Underwriting Agreement dated December 9, 2010 among HeartWare International, Inc., Apple Tree Partners I, L.P. and J.P. Morgan Securities LLC as representative of the several underwriters named therein. | |
4.1
|
Indenture dated as of December 15, 2010 between the Company and Wilmington Trust FSB, as Trustee. | |
4.2
|
First Supplemental Indenture dated as of December 15, 2010 between the Company and Wilmington Trust FSB, as Trustee. | |
4.3
|
Form of 3.50% Convertible Senior Notes due 2017 (included in Exhibit 4.2). | |
5.1
|
Opinion of Jeffrey M. Held, Vice President, General Counsel and Secretary of the Company, dated as of December 15, 2010. | |
5.2
|
Opinion of Shearman & Sterling LLP, counsel to the Company, dated as of December 15, 2010. | |
99.1
|
Press Release dated December 9, 2010. | |
99.2
|
Press Release dated December 10, 2010. | |
99.3
|
Press Release dated December 15, 2010. |