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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A
Amendment No. 1

(Mark One)

|ý | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2002

or

|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the Fiscal period from  to

Commission file number 0-20991

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CAMBRIDGE HEART, INC.(Exact Name of Registrant as Specified in its Charter)

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|DELAWARE                                                       |  | 13-3679946                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|1 Oak Park Drive, Bedford, MA                                  |  | 01730                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

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(781) 271-1200(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:NONE

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.001 par value Title of class

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý  No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. o

Indicate
by check mark if the Company is an accelerated filer as defined in Rule 12b-2. o

The
aggregate market value of voting common stock held by non-affiliates of the registrant was $16,930,145 based on the last reported sale price of the common stock on the
Nasdaq SmallCap Market on June 30, 2002.

Indicate
the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 19,516,299 shares of $0.001 par value common stock as of
April 21, 2003.

Documents
incorporated by reference: None

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Explanatory Note

This Form 10-K/A is being filed for the purpose of including the information required by Items 10, 11, 12, and 13 of Part III of
Form 10-K. Defined terms used but not defined in this Form 10-K/A shall have the meanings given them in the Form 10-K.

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PART III

Item 10.Directors and Executive Officers of the Registrant

The response to this item is contained in part under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I of the Form 10-K, and
is incorporated herein by reference.

Set
forth below is the name and age of each director and the positions and offices held by him with the Company, his principal occupation and business experience during the past five
years, the names of other publicly held companies of which he serves as a director and the year of the commencement of his term as a director of the Company.

|ROBERT P. KHEDERIAN |  | Director since 2002
|------------------- |  | -------------------
|                    |  | Age: 50            

Mr. Khederian
was elected to the Board of Directors in March 2002. Mr. Khederian is the Chairman of Belmont Capital, a venture capital firm he founded in 1996. From
1984 through 1996, Mr. Khederian served as Chairman of Medical Specialties Group, Inc., a nationwide distributor of medical products which Mr. Khederian founded.
Mr. Khederian has been the Managing Partner of Provident Capital Partners, LLC, an investment banking firm, since May 1998. Mr. Khederian is also a director of Inverness Medical
Innovations, Inc.

|DAVID A. CHAZANOVITZ |  | Director since 2000
|-------------------- |  | -------------------
|                     |  | Age: 52            

Mr. Chazanovitz
has been the Chief Executive Officer of the Company since February 2001 and the President and Chief Operating Officer and a Director of the Company since
October 2000. From July 1998 to September 2000, Mr. Chazanovitz served as the President of the Neurosciences Division of NMT Medical Inc., a medical device firm.
From June 1996 to July 1998, Mr. Chazanovitz served as the President of the Septal Repair Division of NMT, following the merger of Innerventions, Inc. with NMT.
Mr. Chazanovitz was a founder in 1995 of Innerventions, a developer of septal repair devices. Mr. Chazanovitz also previously served as the President of several divisions of C.R.
Bard, Inc., a medical products and services firm, including Bard Ventures, Bard Electrophysiology and USCI Angiography. Mr. Chazanovitz holds a B.S. in Biology from City College of New
York and an M.B.A. in Marketing from Long Island University.

|RICHARD J. COHEN, M.D., Ph.D. |  | Director since 1993
|----------------------------- |  | -------------------
|                              |  | Age: 52            

Dr. Cohen,
the scientific founder of the Company, has been a consultant to the Company since February 1993. Dr. Cohen is the Whitaker Professor of Biomedical
Engineering at the Massachusetts Institute of Technology in the Harvard-MIT Division of Health Sciences and Technology, where he has been on the faculty since 1979. Dr. Cohen is
also on the staff of the Brigham and Women's Hospital in Boston. From 1985 to 1995, Dr. Cohen was the Director of the Harvard-MIT Center for Biomedical Engineering located at The
Massachusetts Institute of Technology, and he is currently the Leader of the Cardiovascular Alterations Team of the National Space Biomedical Research Institute. Dr. Cohen has authored over 200
published research articles and 18 issued United States patents. Dr. Cohen holds A.B. and M.D. degrees from Harvard University and a Ph.D. in Physics from The Massachusetts Institute of
Technology.

2

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|JEFFREY J. LANGAN |  | Director since 1999
|----------------- |  | -------------------
|                  |  | Age: 58            

Mr. Langan
has been an independent consultant with Maine Point Associates since July 1999. From January 2001 to January 2002, Mr. Langan served as
President and Chief Executive Officer of Nexigent Inc., a firm that provides internet-based services for pharmaceutical clinical trials. From November 1997 to July 1999,
Mr. Langan served as President and Chief Executive Officer of Idexx Laboratories, Inc., a veterinary diagnostic and software firm, and, from April 1996 to November 1997, as
President and Chief Executive Officer of Thermedics Detection, Inc., which produces measurement and detection systems. Mr. Langan was also General Manager of the Healthcare Information
Management Division and General Manager of the Clinical Systems Business Unit for Hewlett-Packard Medical Systems from May 1989 to April 1996. Mr. Langan holds a B.S. in
Mechanical Engineering from Villanova University, an M.S. in Engineering Mechanics from Rensselaer Polytechnic Institute and an M.B.A from the Harvard University Graduate School of Business
Administration.

|DANIEL M. MULVENA |  | Director since 1999
|----------------- |  | -------------------
|                  |  | Age: 54            

Mr. Mulvena
has served as Chairman of the Board of Directors since March 2002. Mr. Mulvena is a founding partner of Commodore Associates, a consulting firm for
medical device and services companies, of which he has served as a partner since May 1995. From February 1992 to May 1995, Mr. Mulvena served as Group Vice President,
Cardiology, Boston Scientific Corporation, a medical device firm. From 1989 to 1991, Mr. Mulvena served as Chairman and Chief Executive Officer of Lithox Systems, Inc. Prior to joining
Lithox Systems, Mr. Mulvena was President of the Cardiosurgery division of C.R. Bard. Mr. Mulvena holds a B.A. from Vanderbilt University. Mr. Mulvena is also a director of
Magna-Lab, Inc., Zoll Medical Corp. and Thoratec Corporation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors, executive officers and holders of
more than 10% of the Company's Common Stock ("Reporting Persons") to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Based solely on its review of copies of reports filed by the Reporting Persons furnished to the Company, or written representations from Reporting Persons, the Company
believes that during Fiscal 2002 the Reporting Persons complied with all Section 16(a) filing requirements, other than a late filing by Mr. Khederian of an Initial Statement of
Beneficial Ownership of Securities following his election to the Board in March.

Item 11.Executive Compensation

Compensation of Directors

The Company's non-employee directors receive a fee of $2,500 per meeting of the Board of Directors and $350 per committee meeting. All
non-employee directors receive reasonable travel and out-of-pocket expenses for attendance at meetings of the Board of Directors. Non-employee directors
are also eligible to receive stock options under the 2001 Stock Incentive Plan and the 1996 Director Stock Option Plan (the "Director Plan"). See "Director Option Plan." During Fiscal 2002,
Mr. Mulvena received $13,000 additional compensation for his services as Chairman of the Board of Directors.

3

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Director Option Plan

The Director Plan was adopted by the Board of Directors in May 1996, was approved by the stockholders in June 1996, and became effective on
August 7, 1996. Under the terms of the Director Plan, options (the "Director Options") to purchase 10,000 shares of Common Stock will be granted to each person who becomes a
non-employee director and who is not otherwise affiliated with the Company, effective as of the date of initial election to the Board of Directors. The Director Options will vest in equal
annual installments over three years after the date of grant. Director Options will become immediately exercisable upon the occurrence of a change in control (as defined in the Director Plan). A total
of 100,000 shares of Common Stock may be issued upon the exercise of stock options
granted under the Director Plan. The exercise price of options granted under the Director Plan will equal the closing price of the Common Stock on the Nasdaq SmallCap Market on the date of grant.

Compensation of Executive Officers



The following table sets forth certain information with respect to the compensation, for the last three fiscal years, of the Company's Chief Executive Officer and
each of the four other most highly compensated executive officers who were serving as executive officers on December 31, 2002 (the "Named Executive Officers").

Summary Compensation Table

|                                                                                                    |  |                |  |   |                         |  |   | Long-Term
Compensation
Awards(2) |  |                      |       
|--------------------------------------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | -------------------------------- |  | -------------------- | ------
|
|
|
|David A. Chazanovitz
President and Chief Executive Officer                                          |  | 2002
2001
2000 |  | $ | 225,723
215,000
41,622  |  | $ | 62,475
78,411
50,000             |  | 
837,000
100,000    | (3)(3)
|Eric Dufford
Former Vice President, Sales and Secretary(5)                                          |  | 2002
2001
2000 |  | $ | 180,865
171,350
166,841 |  | $ | 12,028
16,038
15,000             |  | 45,000
20,000
20,000 |       
|Robert B. Palardy
Vice President, Finance and Administration, Chief Financial Officer and Secretary |  | 2002
2001
2000 |  | $ | 155,062
148,000
143,509 |  | $ | 15,350
18,504
10,000             |  | 37,500
20,000
20,000 |       
|Kevin S. Librett
Vice President, Research and Development                                           |  | 2002
2001
2000 |  | $ | 150,000
150,048
136,979 |  | $ | 13,050
12,000
12,000             |  | 36,250
20,000
80,000 |       
|James W. Sheppard
Vice President, Operations                                                        |  | 2002
2001
2000 |  | $ | 145,043
137,500
134,774 |  | $ | 13,825
10,718
7,500              |  | 20,000
20,000
20,000 |       

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Option Grant Table.The following table sets forth certain information regarding options granted during Fiscal 2002 by the
Company to the Named Executive Officers. The Company granted no SARs in Fiscal 2002.

Option Grants In Last Fiscal Year

|                     |  |        |     |    |   |   |      |  |           | Potential Realizable
Value at Assumed
Annual Rates of Stock Price
Appreciation for
Option Term(2)
|-------------------- |  | ------ | --- | -- | - | - | ---- |  | --------- | -------------------------------------------------------------------------------------------------
|
|
|
|David A. Chazanovitz |  |       |     |   |   |   |     |  |          |                                                                                                  
|Eric Dufford         |  | 45,000 | (3) | 16 | % | $ | 0.93 |  | 7/19/2012 |                                                                                                  
|Robert B. Palardy    |  | 37,500 | (3) | 13 | % | $ | 0.93 |  | 7/19/2012 |                                                                                                  
|Kevin S. Librett     |  | 36,250 | (3) | 13 | % | $ | 0.93 |  | 7/19/2012 |                                                                                                  
|James W. Sheppard    |  | 20,000 | (3) | 7  | % | $ | 0.62 |  | 8/29/2012 |                                                                                                  

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Year End Option Table.The following table sets forth certain information regarding stock options exercised during Fiscal
2002 and held as of December 31, 2002 by the Named Executive Officers. The Company granted no SARs during Fiscal 2002.

Aggregated Option Exercises In Last Fiscal Year And  Fiscal Year-End Option Values

|                     |  |   |  |   |  | Number of Shares Underlying
Unexercised Options
at Fiscal Year-End |  | Value of Unexercised
In-the-Money Options at
Fiscal Year-End(1)
|-------------------- |  | - |  | - |  | ------------------------------------------------------------------ |  | ---------------------------------------------------------------
|
|
|David A. Chazanovitz |  |  |  |  |  | 447,250/489,750                                                    |  | 0/0                                                            
|Eric Dufford         |  |  |  |  |  | 157,500/57,500                                                     |  | 0/0                                                            
|Robert B. Palardy    |  |  |  |  |  | 127,500/50,000                                                     |  | 0/0                                                            
|Kevin S. Librett     |  |  |  |  |  | 144,375/59,375                                                     |  | 0/0                                                            
|James W. Sheppard    |  |  |  |  |  | 78,750/66,250                                                      |  | 0/0                                                            

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Employment and Severance Agreements

Upon joining the Company, Mr. Chazanovitz was awarded a base annual salary of $215,000 subject to annual merit increases approved by the Board of
Directors. Mr. Chazanovitz is eligible to receive an annual bonus of up to 50% of base salary based on the achievement of objectives determined annually by the Board of Directors. In
October 2000, Mr. Chazanovitz was granted an option under the 1996 Equity Incentive Plan to purchase 100,000 shares of Common Stock at $2.688 per share, the closing price of the Common
Stock on the Nasdaq National Market on the date of grant. This option vests in equal annual installments over four years after the date of grant and is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). At the same time, Mr. Chazanovitz was granted an option to purchase 752,000 shares of Common Stock at
$2.688 per share. This option, which vests in equal annual installments over four years after the date of grant, was not granted under any of the Company's stock option plans. Following approval of
the 2001 Stock Incentive Plan by the Company's stockholders, the Board canceled and replaced Mr. Chazanovitz's option to purchase 752,000 shares with a new option to purchase 752,000 shares
under the 2001 Stock Incentive Plan with the same exercise price and vesting schedule as the original option. If his employment is terminated by the Company without cause, Mr. Chazanovitz will
be entitled to receive severance compensation in an amount equal to twelve months base salary. In the event of a change in control (as defined in the severance agreement) that does not result in
termination of Mr. Chazanovitz's employment, 50% of all Mr. Chazanovitz's unvested options which are then outstanding will become immediately exercisable. In the event of a change in
control resulting in the termination of Mr. Chazanovitz's employment, all of Mr. Chazanovitz's unvested options which are then outstanding will become immediately exercisable.

The
Company is a party to severance agreements with Mr. Dufford, Mr. Librett, Mr. Palardy and Mr. Sheppard. Under these agreements, if the executive officer's
employment is terminated by the Company without cause, the officer will be entitled to receive severance compensation in an amount equal to six months base salary. In the event of a change in control
(as defined in the severance agreement) that does not result in termination of the officer's employment, 50% of all the officer's unvested options which are then outstanding will become immediately
exercisable. In the event of a change in control resulting in the termination of the executive's employment, all of the executive's unvested options which are then outstanding will become immediately
exercisable.

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Company's Board of Directors consists of Robert P. Khederian, Jeffrey J. Langan and Daniel M. Mulvena. No executive officer of
the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a member
of the Compensation Committee or director of the Company. During Fiscal 2002, Mr. Langan earned $22,500 from the Company as compensation for consulting services which were in addition to his
service on the Board of Directors.

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Item 12.Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Common Stock by (i) each stockholder known to the Company to
be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each current director of the Company, (iii) the Company's Chief Executive Officer and the
executive officers named in the Summary Compensation Table below and (iv) all directors and executive officers of the Company as a group. Unless otherwise indicated in the footnotes to the
table, all information set forth in the table is as of January 31, 2003 and the address for each director and executive officer of the Company is: c/o Cambridge Heart, Inc., One Oak Park
Drive, Bedford, MA 01730.

|                                                            |  | Number of Shares
Beneficially Owned(1) |      | Percentage of
Class Outstanding |  
|----------------------------------------------------------- |  | -------------------------------------- | ---- | ------------------------------- | -
|The Tail Wind Fund, Ltd.                                    |  | 1,809,209                              | (2)  | 9.0                             | %
|Richard J. Cohen, M.D., Ph.D.                               |  | 1,369,802                              | (3)  | 7.0                             | %
|The Goldman Sachs Group, Inc.                               |  | 1,320,186                              | (4)  | 6.8                             | %
|Robert P. Khederian                                         |  | 1,335,181                              | (5)  | 6.8                             | %
|S Squared Technology Corp.                                  |  | 1,241,972                              | (6)  | 6.4                             | %
|David A. Chazanovitz                                        |  | 466,150                                | (7)  | 2.3                             | %
|Eric Dufford                                                |  | 205,493                                | (8)  | 1.1                             | %
|Kevin S. Librett                                            |  | 146,875                                | (9)  | *                               |  
|Robert B. Palardy                                           |  | 134,500                                | (10) | *                               |  
|James W. Sheppard                                           |  | 88,750                                 | (11) | *                               |  
|Daniel M. Mulvena                                           |  | 45,000                                 | (12) | *                               |  
|Jeffrey J. Langan                                           |  | 27,500                                 | (13) | *                               |  
|All directors and executive officers as a group (9 persons) |  | 3,819,251                              | (14) | 18.4                            | %

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2002.

|                                                           |       |           |           |   |      | (c)  |        
|---------------------------------------------------------- | ----- | --------- | --------- | - | ---- | ---- | -------
|
|
|
|Equity compensation plans approved by security holders(1)  |       | 3,196,200 |           | $ | 2.43 |      | 531,590
|Equity compensation plans not approved by security holders |       |          |           | $ |     |      |       
|                                                           |       |           |           |   |      |      |        
|                                                           | Total |           | 3,196,200 |   | $    | 2.43 |        

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Item 13.Certain Relationships and Related Transactions

Transactions with Directors

The Company is a party to a consulting and technology agreement with Dr. Cohen pursuant to which Dr. Cohen spends one day per week at the Company
working on the development and commercialization of certain technology licensed to the Company by the Massachusetts Institute of Technology. This agreement, which commenced in February 1993 and
has been extended to December 31, 2003, currently requires the Company to pay monthly consulting fees of $7,500, as stipulated in the agreement. Total payments made during 2002 were
approximately $135,000. In connection with this agreement, a warrant to purchase 109,634 shares of Common Stock for $2.00 per share was issued to Dr. Cohen. This warrant was exercised in full
by August 1998. During the term of the consulting agreement, and for a period of up to two additional years following the termination or expiration of this agreement, Dr. Cohen is
obligated not to compete with the Company so long as the Company makes continuing payments to Dr. Cohen during such two year period.

During
Fiscal 2002, Mr. Langan earned $22,500 from the Company as compensation for consulting services which were in addition to his service on the Board of Directors.

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Item 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K



|Exhibit No. |  | Description                                                                
|----------- |  | ---------------------------------------------------------------------------
|99.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|99.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                     |  | Cambridge Heart, Inc.
|-------------------- |  | ---------------------
|Date: April 29, 2003 |  | By:                  

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CERTIFICATIONS

I,
David A. Chazanovitz, certify that:



|Dated: April 29, 2003 |  | /s/DAVID A. CHAZANOVITZDavid A. Chazanovitz
President and CEO
|--------------------- |  | -------------------------------------------------------------

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I, Robert B. Palardy, certify that:



|Dated: April 29, 2003 |  | /s/ROBERT B. PALARDYRobert B. Palardy
Vice President, Finance and Administration and CFO
|--------------------- |  | ----------------------------------------------------------------------------------------

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