Attached files
| file | filename |
|---|---|
| EX-5.2 - EX-5.2 - HeartWare International, Inc. | d664983dex52.htm |
| EX-5.1 - EX-5.1 - HeartWare International, Inc. | d664983dex51.htm |
UNITED STATES
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
Date of report (date of earliest event reported): January 29, 2014
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) |
(I.R.S. Employer Identification No.) |
205 Newbury Street, Suite 101
Framingham, MA 01701
(Address of principal executive offices)
Registrant’s telephone number, including area code:
508.739.0950
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Current Report on Form 8-K is filed solely to provide certain legal opinions in connection with the resale of shares of common stock of HeartWare International, Inc. referenced in the prospectus supplements filed on the date hereof under its Shelf Registration Statement on Form S-3, also filed on the date hereof.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 5.1 | Opinion of Shearman & Sterling LLP, dated January 29, 2014. | |
| 5.2 | Opinion of Lawrence J. Knopf, dated January 29, 2014. | |
| 23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Lawrence J. Knopf (included in Exhibit 5.2). | |
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: January 29, 2014 | By: | /s/ Lawrence J. Knopf | ||||||
| Name: | Lawrence J. Knopf | |||||||
| Title: | Senior Vice President and General Counsel | |||||||