THOR Synthorx Inc

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): October 4, 2014

THORATEC CORPORATION

(Exact name of registrant as specified in its charter)

6035 Stoneridge Drive

Pleasanton, California 94588

(Address of principal executive offices including zip code)

(925) 847-8600

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

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))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 6, 2014, Thoratec Corporation (the “Company”) issued a press release announcing the hiring of Niamh Pellegrini, age 48, to serve as the Company’s President, North America, effective October 13, 2014. Ms. Pellegrini was with Acclarent, a medical device manufacturer and subsidiary of Johnson & Johnson, from 2011 through October 3, 2014.  Her most recent role was Vice President, Strategy & International Market Development, and prior to that role she was Vice President, Rhinology.  From 2009 until 2010, Ms. Pellegrini served as Vice President, Venture Investments at Johnson & Johnson Development Corporation, the venture capital organization within Johnson & Johnson. From 2000 through 2009, Ms. Pellegrini held various sales and marketing leadership positions at LifeScan, Inc., a medical device manufacturer and subsidiary of Johnson & Johnson. Prior to 2000, Ms. Pellegrini held various management roles with Avocet Medical, Inc. and Johnson & Johnson.

In accordance with the terms of her employment arrangement with the Company, which is set forth in an offer letter executed October 4, 2014 (the “Offer Letter”), Ms. Pellegrini has entered into an at-will employment relationship with the Company providing for an annual base salary of $360,000. Ms. Pellegrini will be granted nonstatutory stock options to purchase 74,627 shares of the Company’s Common Stock and 27,601 restricted stock units, each pursuant to the Company’s standard granting procedures. Both such equity grants vest in equal 25% increments on each of the first four anniversaries of the grant date.  Ms. Pellegrini will receive a sign-on bonus of $100,000, which bonus will be subject to repayment if Ms. Pellegrini voluntarily ends her employment with the Company or her employment is terminated for cause within twelve months of her first day of employment. Ms. Pellegrini will also be eligible to receive an annual bonus equal to up to seventy percent (70%) of her base salary, based on the achievement of individual and corporate objectives; provided, however, that the bonus for the 2014 fiscal year shall be a guaranteed $50,000. In accordance with the Company’s custom for executive officers, the Company will enter into an indemnification agreement with Ms. Pellegrini in substantially the same form entered into with the Company’s other executive officers.

In accordance with the Company’s customary practice for executive officers, the Company has entered into a separation benefits agreement with Ms. Pellegrini, effective as of her first date of employment with the Company. Consistent with the Company’s severance policy for executive officers, the separation benefits agreement provides for standard severance benefits upon a termination of Ms. Pellegrini’s employment with the Company without cause, not in connection with a change in control, of one times base salary, plus an additional payment for COBRA continuation coverage up to twelve months. In the event of a change in control of the Company, and if Ms. Pellegrini is terminated without cause or resigns for good reason, she will receive enhanced severance benefits of two times the sum of base salary and the greatest of her actual or target bonus for the year prior to termination or her target bonus for the year of termination, plus an additional payment for COBRA continuation coverage up to twelve months and acceleration of vesting on all outstanding options, restricted stock and restricted stock units.

Item 9.01.  Financial Statements and Exhibits.

(d)                                 Exhibits

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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.

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EXHIBIT INDEX

4

Exhibit 99.1

THORATEC ANNOUNCES ADDITIONS TO SENIOR MANAGEMENT TEAM

(PLEASANTON, CA), October 6, 2014—Thoratec Corporation (NASDAQ: THOR), a world leader in device-based mechanical circulatory support therapies to save, support and restore failing hearts, announced today that Niamh Pellegrini has joined Thoratec in the new role of President, North America.

This new position at Thoratec encompasses responsibility for all commercial operations within North America.  Ms. Pellegrini has over twenty-five years of experience in the healthcare industry through a broad range of operational and commercial leadership positions primarily at Johnson and Johnson.  Most recently, Ms. Pellegrini held senior sales, marketing and general management positions within the LifeScan and Acclarent business units of Johnson and Johnson.

This appointment follows the recent addition of Vasant Padmanabhan to the new position of Senior Vice President, Technical Operations, where he will have responsibility for all product research, development and manufacturing operations.  Mr. Padmanabhan has extensive experience in the cardiovascular medical device industry, including various research and development leadership roles over the past eighteen years at Medtronic, where he most recently held the position of Vice President, Product Development, Implantable Defibrillator Business.

“I am very pleased with these changes to Thoratec’s management team,” said D. Keith Grossman, President and Chief Executive Officer.  “Each of Ms. Pellegrini and Mr. Padmanabhan brings a demonstrated history of delivering results and will help to position Thoratec for improved operational execution and competitive performance going forward,” Mr. Grossman added.

About Thoratec

Thoratec is a world leader in therapies to address advanced-stage heart failure.  The company’s products include the HeartMate II® LVAS (Left Ventricular Assist Systems) and Thoratec® VAD (Ventricular Assist Device) with more than 20,000 devices implanted in patients suffering from heart failure. Thoratec also manufactures the CentriMag® and PediMag®/PediVAS® product lines. Thoratec is headquartered in Pleasanton, California. For more information, visit the company’s website at http://www.thoratec.com.

Thoratec, the Thoratec logo, HeartMate and HeartMate II are registered trademarks of Thoratec Corporation and HeartMate III, HeartMate PHP, PVAD, IVAD and Pocket Controller are trademarks of Thoratec Corporation. CentriMag and PediMag are registered trademarks of Thoratec LLC, and PediVAS is a registered trademark of Thoratec Switzerland GmbH.

The preceding paragraphs contain forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements relate to, among other things, the Company’s future operations, its development of new products and increase in shareholder value. These statements can be identified by the words, “believes,” “expect,”  “estimates,” “potential,” and other similar words. Actual results, events or performance could differ materially from these forward-looking statements based on a variety of factors, many of which are beyond Thoratec’s control. Therefore, readers are cautioned not to put undue reliance on these statements. Investors are cautioned that all such statements involve risks and uncertainties.  Forward-looking statements contained in this press release should be considered in light these factors and those factors discussed from time to time in Thoratec’s public reports filed with the Securities and Exchange Commission, such as those discussed under the heading, “Risk Factors,” in Thoratec’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other SEC filings. These forward-looking statements speak only as of the date hereof. Thoratec undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

Contact:

Neil Meyer
Senior Director of Treasury and Investor Relations
Thoratec Corporation
(925) 738-0029