- Current report filing (8-K)
April 24 2012 - 11:54AM
Edgar (US Regulatory)
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) April 18, 2012
WORLD HEART CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-28882
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52-2247240
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4750 Wiley Post Way, Suite 120,
Salt Lake City, Utah
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84116
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(Address of principal executive offices)
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(Zip Code)
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(801) 355-6255
Registrants 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):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced merger transaction with Heartware
International, Inc. (HeartWare) and the contemplated termination of our executive officers as part of the transaction, all pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 29, 2012, among World
Heart Corporation (the Company), HeartWare, Ocean Acquisition Holding Inc. (the Merger) , the employment of Mr. J. Alex Martin, the Companys President and Chief Executive Officer, will be terminated effective
April 20, 2012. Effective April 21, 2012, Morgan R. Brown, the Companys Executive Vice President and Chief Financial Officer, is going to act as an interim principal executive officer of the Company.
In accordance with Mr. Martins Change of Control and Severance Agreement dated as of September 8, 2009, subject to executing a waiver and
release of claims by Mr. Martin, he will receive severance benefits, including: (i) a cash payment equal to twelve months of his current base salary plus 100% of his target annual bonus, (ii) 100% vesting acceleration of each of his
unvested options, (iii) payments of his health insurance premiums under COBRA for a period of up to twelve months, and (iv) the bonus payment described below.
On April 18, 2012, the Board of Directors of the Company approved that, contingent upon completion of the Merger, each of J. Alex Martin, Morgan R. Brown, the Companys Executive Vice President
and Chief Financial Officer, and John C. Woodard, the Companys former Chief Technology Officer, will be entitled to a bonus payment in the amount set forth in the table below:
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Executive Officer
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Bonus
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J. Alex Martin, President and Chief Executive Officer
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$
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33,293.00
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Morgan R. Brown, Executive Vice President and Chief Financial Officer
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$
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26,010.00
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*
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John C. Woodard, Former Chief Technology Officer
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$
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7,310.00
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Estimated through June 30, 2012
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Important Additional Information
HeartWare will file a Registration Statement on Form S-4 containing a proxy statement/prospectus and other documents concerning the proposed Merger and
World Heart will file a proxy statement and other documents concerning the Merger, in each case with the Securities and Exchange Commission (the SEC). Investors are urged to read the proxy statement/prospectus when it becomes available
and other relevant documents filed with the SEC because they will contain important information. Security holders may obtain a free copy of the proxy statement/prospectus (when it is available) and other documents filed by HeartWare and World Heart
with the SEC at the SECs web site at http://www.sec.gov. The proxy statement/prospectus and other documents may also be obtained for free by contacting HeartWare Investor Relations by e-mail at enquiries@heartware.com.au or by telephone at
781.739.0864 or by contacting World Heart Investor Relations by e-mail at investors@worldheart.com or by telephone at 801.355.6255.
HeartWare, World Heart and their respective directors, executive officers, certain members of management and certain employees may be deemed to be
participants in the solicitation of proxies in connection with the proposed merger. A description of the interests in HeartWare of its directors and executive officers is set forth in HeartWares proxy statement for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 8, 2011. This document is available free of charge at the SECs web site at www.sec.gov or by going to HeartWares Investors page on its corporate web site at www.heartware.com.
Information concerning World Hearts directors and executive officers is set forth in World Hearts proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2011. This document is available
free of charge at the SECs web site at www.sec.gov or by going to World Hearts Investors page on its corporate web site at www.worldheart.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of proxies in connection with the proposed Merger, and a description of their direct and indirect interests in the proposed Merger, which may differ from the interests of HeartWare stockholders or World Heart
stockholders, generally will be set forth in the proxy statement/prospectus when it is filed with the SEC.
SIGNATURE
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.
Date: April 24, 2012
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WORLD HEART CORPORATION
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By:
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/s/ Morgan R. Brown
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Name:
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Morgan R. Brown
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Title:
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Executive Vice President and Chief
Financial Officer
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