THORATEC CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-10-08: Form 8-K; Period of report 2015-10-07; Description 8.01 Other Events; Details 8.01.
- 2015-10-08: Form 8-K; Period of report 2015-10-05; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2015-10-01: Form 8-K; Period of report 2015-09-30; Description 8.01 Other Events; Details 8.01.
- 2015-08-31: Form 8-K; Period of report 2015-08-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-10-08 | 8-K | 2015-10-07 | 8.01 Other Events | 8.01 On October 7, 2015, Thoratec Corporation (“Thoratec” or the “Company”) issued a press release announcing the results of the special meeting of the shareholders held on October 7, 2015. | a15-20752_268k.htm |
| 2015-10-08 | 8-K | 2015-10-05 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 In connection with the consummation of the Merger (as defined below) of Thoratec Corporation, a California corporation (“Thoratec” or the “Company”) as described in Item 2.01 below, Thoratec terminated its Credit Agreement dated as of December 19, 2011 among Thoratec as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). 2.01 On October 8, 2015, SJM Thunder Holding Company (“SJM Holdings”), a Delaware corporation and a wholly owned subsidiary of St. Jude Medical, Inc., a Minnesota corporation (“St. Jude Medical”), consummated the acquisition of Thoratec pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 21, 2015 (the “Merger Agreement”), by and among SJM International, Inc. (“SJMI”), a Delaware corporation (which subsequently assigned its rights under the Merger Agreement to SJM Holdings, an affiliate of SJMI), Spyder Merger Corporation, a California corporation and a wholly owned subsidiary of SJM Holdings (“Merger Sub”), Thoratec, and, solely with respect to certain provisions, St. Jude Medical. 3.01 In connection with the closing of the Merger, on October 8, 2015, Thoratec notified NASDAQ of the consummation of the Merger and requested that trading in the Common Stock be suspended as of close of business on October 8, 2015, and that the Common Stock be withdrawn from listing on the NASDAQ Global Select Market. 3.03 As a result of the Merger, each share of the Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $63.50 in cash, without interest thereon (other than any shares of the Common Stock owned by Thoratec as treasury stock, any shares owned, directly or indirectly, by SJM Holdings, Merger Sub or any subsidiary of SJM Holdings, Merger Sub or Thoratec, and dissenting shares, if any, all of which were not so converted). 5.01 Pursuant to the terms of the Merger Agreement, at the Effective Time, Thoratec became a wholly owned subsidiary of SJM Holdings and St. Jude Medical and, accordingly, a change in control of Thoratec occurred. 5.02 On October 5, 2015, the Company and Gary Burbach, the Company’s former president and chief executive officer, entered into an amendment of Mr. Burbach’s transition and separation agreement dated September 21, 2014 (the “Separation Agreement”) to provide that Mr. Burbach’s consulting services under the Separation Agreement would be terminated as of October 8, 2015, immediately prior to the closing of the Merger. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s articles of incorporation were amended as set forth in Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. 5.07 At the special meeting of shareholders held on October 7, 2015, the shareholders of Thoratec voted on the proposals set forth below. | a15-20752_258k.htm |
| 2015-10-01 | 8-K | 2015-09-30 | 8.01 Other Events | 8.01 As previously disclosed, putative class action lawsuits captioned In re Thoratec Corporation Shareholder Litigation, Consolidated C.A. No. RG15779109 were filed in the Superior Court of the State of California, County of Alameda (the “Merger Litigation”). | a15-20474_18k.htm |
| 2015-08-31 | 8-K | 2015-08-28 | 8.01 Other Events | 8.01 As previously announced on July 22, 2015, Thoratec Corporation, a California corporation (“Thoratec” or the “Company”), entered into an Agreement and Plan of Merger, dated July 21, 2015, with SJM International, Inc., a Delaware corporation (“Parent”), Spyder Merger Corporation, a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and, solely with respect to certain provisions, St. Jude Medical, Inc., a Minnesota corporation (“St. Jude Medical”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into Thoratec (the “Merger”), with Thoratec surviving as an indirect wholly-owned subsidiary of St. Jude Medical. | a15-18385_48k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2015, Thoratec Corporation (the “Company”) issued a press release announcing its second quarter ended July 4, 2015 results, the text of which is attached hereto as Exhibit 99.1. | v417066_8k.htm |
| 2015-07-22 | 8-K | 2015-07-21 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 The Thoratec board of directors (the “Board”) approved for each of Thoratec’s named executive officers a tax gross-up payment (“Gross-Up Payment”) in the event that any payment or distribution made to such named executive officer in connection with the Merger (“Payment”) becomes subject to an excise tax pursuant to Section 280G and Section 4999 of the Internal Revenue Code (referred to as the “280G Excise Tax”). 5.03 On July 21, 2015, the Board amended the Company’s Third Amended and Restated By-laws (the “By-laws”) by adding a new Section 39 (the “Amendment”), which provides that unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Northern District of California (or, in the event that the United States District Court for the Northern District of California does not have jurisdiction, any other federal or state court of the State of California) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Company to the Company or to the shareholders of the Company, (c) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the California Corporations Code or the Articles of Incorporation of the Company or the Bylaws, or (d) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. 8.01 On July 22, 2015, Thoratec and St. Jude issued a joint press release announcing the execution of the Merger Agreement. | d53734d8k.htm |
| 2015-05-08 | 8-K | 2015-05-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the Thoratec Corporation (the “Company”) Annual Meeting of Shareholders held on May 5, 2015, the shareholders of the Company voted on the following five proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 24, 2015. | a15-11096_18k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, Thoratec Corporation (the “Company”) issued a press release announcing its first quarter ended April 4, 2015 results, the text of which is attached hereto as Exhibit 99.1. | v409846_8k.htm |
| 2015-04-27 | 8-K | 2015-04-27 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On April 27, 2015, the Board of Directors (the “Board”) of Thoratec Corporation (the “Company”) approved and adopted an amended and restated version of the Company’s bylaws (the “Amended Bylaws”). | a15-9823_18k.htm |
| 2015-04-08 | 8-K | 2015-04-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 06, 2015, the Company’s Compensation Committee approved the Thoratec Corporation Executive Incentive Plan FY2015 (the “Plan”), pursuant to which certain members of management, including the current executive officers, may receive bonuses for 2015. | a15-8781_18k.htm |
| 2015-02-10 | 8-K | 2015-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2015, Thoratec Corporation (the “Company”) issued a press release announcing its fourth quarter ended January 3, 2015 results, the text of which is attached hereto as Exhibit 99.1. | v401012_8k.htm |