Cardionet Inc - Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
March 18 2008 - 1:56PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Issuer Free
Writing Prospectus dated March 18, 2008
Relating to
Preliminary Prospectus dated March 18, 2008
Registration No. 333-145547
This free writing prospectus should
be read together with the preliminary prospectus dated March 18, 2008
relating to this offering included in Amendment No. 7 to the Registration Statement on Form S-1
(File No. 333-145547).
To review a filed copy of our current registration
statement and preliminary prospectus, click the following link (or if such
address has changed, by reviewing our filings for the relevant date on the SEC
website at
http://www.sec.gov
):
http://sec.gov/Archives/edgar/data/1113784/000104746908003017/a2179762zs-1a.htm
The contemplated offering
size has been changed from an aggregate of 6,600,000 shares to an aggregate of
3,400,000 shares of common stock, of which CardioNet is selling 3,000,000 shares
and Guidant Investment Corporation (Guidant or the Selling Stockholder) is
selling 400,000 shares. Sanderling
Ventures and its affiliates, H&Q Funds, BioFrontier Global Investment
Partnership and its affiliates, IngleWood Venture, L.P. and Foundation Medical
Partners are no longer participating as selling stockholders in this
offering. The estimated initial public
offering price range has been changed from between $22 and $24 per share to
between $18 and $20 per share. The
Selling Stockholder has granted the underwriters an option for a period of 30
days to purchase up to 510,000 additional shares of common stock.
The following information summarizes
the principal changes in the information contained in the preliminary
prospectus that result from the changes in the offering size and composition
and the estimated initial public offering price range.
Unless otherwise stated,
where applicable, each of the following calculations assumes an
initial public
offering price of $19.00 per share, the mid-point of the price range, and a conversion
date of December 31, 2007 with respect to shares of our mandatorily redeemable
convertible preferred stock. The number
of shares of common stock into which each share of mandatorily convertible
preferred stock is convertible increases daily at the rate of 5% per annum,
compounding quarterly.
Estimated net proceeds to
CardioNet
|
|
Approximately $49.8
million, after deducting estimated underwriting discounts and commissions and
estimated offering expenses.
|
|
|
|
Common stock to be outstanding after
this
offering:
|
|
22,564,607 shares as of
December 31, 2007 (shares of common stock outstanding would be 22,954,291 and
22,213,907 assuming an initial public offering price of $18.00 and $20.00 per
share, respectively).
|
|
|
|
Summary Consolidated Balance
Sheet
Data (in thousands):
|
|
As of December 31,
2007, on a pro forma as adjusted basis: cash and cash equivalents were $69,885,
working capital was $81,169, total assets were $152,850, total debt was
$2,744, mandatorily redeemable convertible preferred stock was $0 and total
shareholders equity (deficit) was $138,247.
|
|
|
|
Risk Factors:
|
|
Principally because of the
reduction in the selling stockholder participation in this offering, the
number of shares of common stock that will have registration rights after
this offering has increased.
|
|
|
|
|
|
The decrease in assumed
offering price results in more shares of common stock issuable upon
conversion of our mandatorily redeemable convertible preferred stock and
therefore more shares with registration rights after this offering.
|
|
|
|
Capitalization (in thousands,
except share data):
|
|
Based on the conversion of
all our outstanding shares of preferred stock into 16,026,820 shares of
common stock upon completion of this offering, the automatic cashless
exercise of warrants upon the completion of this offering pursuant to the
terms thereof, resulting in the issuance of 304,468 shares of our
|
|
|
common stock, and the sale
of 3,000,000 shares of common stock by us in this offering, as of
December 31, 2007:
on a Pro Forma basis,
shares of common stock outstanding were 19,564,607, common stock was $19,565,
additional paid-in capital was $150,592, total shareholders equity (deficit)
was $88,437 and total capitalization was $91,181;
and on a Pro Forma As
Adjusted basis, shares of common stock outstanding were 22,564,607, common
stock was $22,565, additional paid-in capital was $197,402, total
shareholders equity (deficit) was $138,247 and total capitalization was $140,991.
|
|
|
|
Dilution:
|
|
After giving effect to the
conversion of all outstanding shares of preferred stock into common stock and
the automatic cashless exercise of warrants, our pro forma net tangible book
value per share as of December 31, 2007 was approximately $2.27 per
share.
|
|
|
|
|
|
After giving effect to the
sale of common stock offered by us in this offering, after deducting
estimated underwriting discounts and commissions and estimated public
offering expenses payable by us, our pro forma as adjusted net tangible book
value as of December 31, 2007 was approximately $4.18 per share of
common stock. This represents an immediate increase in pro forma net tangible
book value of $1.91 to existing stockholders and an immediate dilution of
$14.82 per share to investors participating in this offering.
|
|
|
|
Managements
Discussion and Analysis of
Financial Condition and Results of
Operation:
|
|
Based on an assumed
initial public offering price of $19 per share, the intrinsic value of the
options outstanding as of December 31, 2007 was $20.7 million, of
which $15.8 million related to vested options and $4.9 million
related to unvested options.
|
|
|
|
Related
Party Transactions
|
|
From January 1,
2004 to December 31, 2007, we granted options to purchase an aggregate
of 892,500 shares of common stock to our current directors and executive
officers, with exercise prices ranging from $1.50 to $9.50.
|
|
|
|
Principal
Stockholders and Selling Stockholder:
|
|
The following table
sets forth information regarding beneficial ownership by each person, or
group of affiliated persons, known by us to beneficially own more than 5% of
our common stock, each of our directors, each of our named executive
officers, all of our directors and executive officers as a group, and each
selling stockholder. The percentage ownership information shown in the table
is based upon (1) 3,233,319 shares of common stock outstanding as of
December 31, 2007, including 103,292 unvested shares held by employees,
(2) the conversion of all outstanding shares of our preferred stock into
16,026,820 shares of common stock, (3) the automatic cashless exercise
of warrants and (4) the issuance by us of 3,000,000 shares of common
stock in this offering. The percentage ownership information assumes no
exercise of the underwriters over-allotment option. Guidant has granted the
underwriters an over-allotment option. If the underwriters exercise their
over-allotment option in full, Guidant will beneficially own 1,382,114
shares, or 6.1% of our outstanding shares following this offering.
|
|
|
|
|
|
|
|
|
Percentage of shares
beneficially owned
|
|
Name and address of
beneficial owner
|
|
Number of shares
beneficially owned
before offering
|
|
Number of shares
beneficially owned
after the offering
|
|
Number of shares
to be sold in the
offering
|
|
Before
offering
|
|
After
offering
|
|
5% Stockholders and
Selling Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
Guidant Investment
Corporation/Boston
Scientific Corporation
and its affiliates
|
|
2,292,114
|
|
1,892,114
|
|
400,000
|
|
11.7
|
%
|
8.4
|
%
|
Sanderling Ventures and
its affiliates
|
|
2,549,040
|
|
2,549,040
|
|
0
|
|
13.0
|
%
|
11.3
|
%
|
H&Q Funds
|
|
1,441,094
|
|
1,441,094
|
|
0
|
|
7.4
|
%
|
6.4
|
%
|
BioFrontier Global
Investment Partnership
and its affiliates
|
|
1,004,975
|
|
1,004,975
|
|
0
|
|
5.1
|
%
|
4.5
|
%
|
IngleWood Ventures, L.P.
|
|
779,852
|
|
779,852
|
|
0
|
|
4.0
|
%
|
3.5
|
%
|
Foundation Medical
Partners
|
|
624,005
|
|
624,005
|
|
0
|
|
3.2
|
%
|
2.8
|
%
|
Directors and executive
officers:
|
|
|
|
|
|
|
|
|
|
|
|
Arie Cohen
|
|
450,000
|
|
450,000
|
|
0
|
|
2.2
|
%
|
2.0
|
%
|
James M. Sweeney
|
|
1,299,845
|
|
1,299,845
|
|
0
|
|
6.6
|
%
|
5.7
|
%
|
Fred Middleton
|
|
2,571,540
|
|
2,571,540
|
|
0
|
|
13.1
|
%
|
11.4
|
%
|
Woodrow A. Myers Jr.,
M.D.
|
|
15,000
|
|
15,000
|
|
0
|
|
*
|
|
*
|
|
Eric N. Prystowsky,
M.D.
|
|
96,309
|
|
96,309
|
|
0
|
|
*
|
|
*
|
|
Harry T. Rein
|
|
646,505
|
|
646,505
|
|
0
|
|
3.3
|
%
|
2.9
|
%
|
Robert J. Rubin, M.D.
|
|
37,037
|
|
37,037
|
|
0
|
|
*
|
|
*
|
|
Michael Forese
|
|
75,000
|
|
75,000
|
|
0
|
|
*
|
|
*
|
|
Martin P. Galvan
|
|
150,000
|
|
150,000
|
|
0
|
|
*
|
|
*
|
|
Gregory A. Marsh
|
|
0
|
|
0
|
|
0
|
|
*
|
|
*
|
|
David Wood
|
|
41,653
|
|
41,653
|
|
0
|
|
*
|
|
*
|
|
All directors and executive
officers as a group (10
persons)
|
|
5,466,236
|
|
5,466,236
|
|
0
|
|
26.7
|
%
|
23.3
|
%
|
CardioNet, Inc. has filed a registration
statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering. You may
obtain these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov
. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to
send to you the prospectus if you request it by calling tollfree 1-800-831-9146
or by contacting Citigroup Corporate and Investment Banking, Brooklyn Army
Terminal, 140 58
th
Street, 8
th
Floor, Brooklyn, NY 11220 (Tel: (718) 765-6732; Fax (718) 765-6734).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW OR ELSEWHERE WITHIN THIS EMAIL ARE NOT APPLICABLE TO THIS COMMUNICATION
AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM.
***************************
HeartBeam (NASDAQ:BEAT)
Historical Stock Chart
From Jun 2024 to Jul 2024
HeartBeam (NASDAQ:BEAT)
Historical Stock Chart
From Jul 2023 to Jul 2024