<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                     ---------------------------------------

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended December 31, 1999.

                                       or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the transition period from ________________to_______________.


                        COMMISSION FILE NUMBER: 000-28372

                          CARDIAC PATHWAYS CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                              77-0278793
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)


   995 BENECIA AVENUE, SUNNYVALE, CA                                94086
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  (408) 737-0505


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. [X] Yes [ ] No


As of February 11, 2000 there were 2,024,726 shares of the Registrant's Common
Stock outstanding.


                                        1
<PAGE>   2

                          CARDIAC PATHWAYS CORPORATION

                                      INDEX


<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                   PAGE NO.
              ---------------------                                                   --------
<S>                                                                                   <C>
Item 1.       Financial  Statements and Notes (Unaudited)

              Consolidated Balance Sheets as of December 31, 1999 and June 30, 1999....  3

              Consolidated Statements of Operations for the Three and Six
              Months Ended December 31, 1999 and 1998..................................  4

              Consolidated Statements of Cash Flows for the Six Months Ended
              December 31, 1999 and 1998...............................................  5

              Notes to Consolidated Financial Statements...............................  6

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations................................................  9

Item 3.       Quantitative and Qualitative Disclosures about Market Risk............... 24

PART II.      OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds................................ 25

Item 4.       Submissions of Matters to a Vote of Security Holders..................... 25

Item 6.       Exhibits and Reports on Form 8-K......................................... 25

SIGNATURES............................................................................. 26
</TABLE>


                                        2
<PAGE>   3

PART I.    FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS AND NOTES

                          CARDIAC PATHWAYS CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                     December 31,             June 30,
                                                                                         1999                 1999 (1)
                                                                                    -------------          -------------
<S>                                                                                 <C>                    <C>
                   ASSETS
Current assets:
   Cash and cash equivalents                                                        $  11,355,761          $   2,339,660
   Short-term investments                                                              11,120,059                     --
   Accounts receivable, net of allowance for doubtful accounts
      of $160,000 at December 31, 1999 and $105,000 at June 30, 1999                    1,013,888                898,296
   Inventories                                                                          1,144,076              1,330,255
   Prepaid expenses                                                                       230,127                338,479
   Other current assets                                                                   252,629                 76,719
                                                                                    -------------          -------------
             Total current assets                                                      25,116,540              4,983,409
Property and equipment, net                                                             3,696,794              3,790,443
Notes receivable from related parties                                                      30,413                 29,584
Intangible assets, net of accumulated amortization of
      $166,667 at December 31, 1999                                                     1,833,333                     --
Deposits and other assets                                                                 121,556                102,406
                                                                                    -------------          -------------
                                                                                    $  30,798,636          $   8,905,842
                                                                                    =============          =============

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                                  $     416,116          $     488,128
  Accrued compensation and related benefits                                               417,626                835,277
  Accrued clinical expenses                                                               769,007                939,183
  Accrued Series B Preferred Dividends                                                  1,540,000                     --
  Other accrued expenses                                                                1,460,896                738,831
  Current obligations under capital leases                                                255,084                325,334
  Short-term debt obligations                                                                  --              3,000,000
                                                                                    -------------          -------------
           Total current liabilities                                                    4,858,729              6,326,753
Long-term obligations under capital leases                                                212,054                342,772
Deferred royalty income                                                                 2,480,862              2,630,862

Commitments
Stockholders' equity:
   Preferred stock, $.001 par value; 5,000,000 shares authorized and 32,000
        issued and outstanding at December 31, 1999 and none issued and
        outstanding at June 30, 1999; liquidation preference of $32,660,000 at
        December 31, 1999                                                                      32                     --
   Common stock, $.001 par value; 30,000,000 shares authorized; 2,024,726
       shares issued and outstanding at December 31, 1999 and 2,007,904
       issued and outstanding at June 30, 1999                                              2,025                  2,008
   Additional paid-in capital                                                         110,143,782             80,152,542
   Receivable from stockholder                                                           (385,000)              (385,000)
   Accumulated deficit                                                                (86,417,089)           (79,983,404)
   Deferred compensation                                                                  (96,759)              (180,691)
                                                                                    -------------          -------------
           Total stockholders' equity (deficit)                                        23,246,991               (394,545)
                                                                                    -------------          -------------
                                                                                    $  30,798,636          $   8,905,842
                                                                                    =============          =============
</TABLE>

(1) Derived from the Company's audited consolidated balance sheet as of June 30,
    1999.

                 See notes to consolidated financial statements.


                                        3
<PAGE>   4

                          CARDIAC PATHWAYS CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        Three months ended                   Six months ended
                                                           December 31,                         December 31,
                                                   -----------------------------       -----------------------------
                                                       1999              1998              1999              1998
                                                   -----------       -----------       -----------       -----------
<S>                                                <C>               <C>               <C>               <C>
Net sales                                          $ 1,863,460       $   966,911       $ 3,244,102       $ 2,104,317
Cost of goods sold                                   1,535,761         1,051,118         2,927,488         2,120,558
                                                   -----------       -----------       -----------       -----------
   Gross margin (deficit)                              327,699           (84,207)          316,614           (16,241)
Operating expenses:
   Research and development                          1,724,309         3,293,684         3,652,351         6,713,411
   Selling, general and administrative               2,067,156         1,670,901         3,694,557         3,073,238
                                                   -----------       -----------       -----------       -----------
           Total operating expenses                  3,791,465         4,964,585         7,346,908         9,786,649
                                                   -----------       -----------       -----------       -----------
Loss from operations                                (3,463,766)       (5,048,792)       (7,030,294)       (9,802,890)
Other income (expense):
   Interest income                                     340,617           218,317           517,594           511,809
   Interest expense                                    (12,944)         (165,176)          (47,696)         (339,606)
   Other, net                                            6,784             7,917           126,711            20,032
                                                   -----------       -----------       -----------       -----------
           Total other income (expense), net           334,457            61,058           596,609           192,235
                                                   -----------       -----------       -----------       -----------
Net loss                                            (3,129,309)       (4,987,734)       (6,433,685)       (9,610,655)
Preferred stock dividend                               880,000                --         1,540,000                --
Beneficial conversion feature related to the
     issuance of the Series B preferred stock               --                --           960,000                --
                                                   -----------       -----------       -----------       -----------
Net loss applicable to common stockholders         $(4,009,309)      $(4,987,734)      $(8,933,685)      $(9,610,655)
                                                   ===========       ===========       ===========       ===========


Net loss per common share -
    basic and diluted                              $     (1.99)      $     (2.52)      $     (4.44)      $     (4.87)
                                                   ===========       ===========       ===========       ===========

Shares used in computing net loss
    per common share - basic and diluted             2,019,000         1,982,000         2,014,000         1,975,000
                                                   ===========       ===========       ===========       ===========
</TABLE>

                 See notes to consolidated financial statements.


                                        4
<PAGE>   5

                          CARDIAC PATHWAYS CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                                     DECEMBER 31,
                                                            -------------------------------
                                                                1999               1998
                                                            ------------       ------------
<S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                    $ (6,433,685)      $ (9,610,655)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                 687,099            645,688
   Amortization of deferred royalty income                      (150,000)          (150,000)
   Amortization of deferred compensation                          83,932            100,420
   Issuance of nonqualified stock options for services                --              3,811
Changes in operating assets and liabilities:
   Accounts receivable                                          (115,591)          (283,911)
   Inventories                                                   186,179           (574,161)
   Prepaid expenses                                              108,352             22,014
   Other current assets                                         (175,910)           129,229
   Accounts payable                                              (72,012)          (185,614)
   Accrued compensation and related benefits                    (417,651)           (79,515)
   Accrued clinical expenses                                    (170,176)           (40,902)
   Other accrued expenses                                        722,065           (166,568)
                                                            ------------       ------------
Net cash used in operating activities                         (5,747,398)       (10,190,164)
                                                            ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments                          (11,120,059)        (5,612,448)
Maturities and sales of short-term investments                        --         11,350,000
Purchases of property and equipment, net                        (426,784)          (878,928)
(Increase) decrease in notes receivable                             (829)            12,474
(Increase) in intangible assets                               (2,000,000)                --
(Increase) decrease in deposits and other assets                 (19,150)           108,357
                                                            ------------       ------------
Net cash (used in) provided by investing activities          (13,566,822)         4,979,455
                                                            ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under capital lease obligations              (200,968)          (302,615)
Payment of short-term debt obligations                        (3,000,000)                --
Proceeds from sale of preferred stock                         31,500,000                 --
Proceeds from sale of common stock                                31,289            379,135
                                                            ------------       ------------
Net cash provided by financing activities                     28,330,321             76,520
                                                            ------------       ------------
Net increase (decrease) in cash and cash equivalents           9,016,101         (5,134,189)
   Cash and cash equivalents at beginning of period            2,339,660          7,268,877
                                                            ------------       ------------
   Cash and cash equivalents at end of period               $ 11,355,761       $  2,134,688
                                                            ============       ============
</TABLE>

                 See notes to consolidated financial statements.


                                        5
<PAGE>   6

                          CARDIAC PATHWAYS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999
                                   (UNAUDITED)


1.      BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
financial information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included.

        The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

        The operating results for the six months ended December 31, 1999 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 2000. The accompanying consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Cardiac Pathways Corporation's (the "Company")
Annual Report on Form 10-K for the fiscal year ended June 30, 1999.

2.       PREFERRED STOCK FINANCING AND REVERSE STOCK SPLIT

        In July 1999, the Company's stockholders authorized and the Company
completed a $32 million offering of Series B Preferred Stock at $1,000 per share
to a group of accredited investors and a 1-for-5 reverse stock split. In
connection with the Series B Preferred stock financing, the Company raised $31.5
million, net of issuance costs.

        The December 31, 1999 balance sheet also reflects the discount or
beneficial conversion feature present in the convertible securities. The
discount was being recognized as a return to the preferred stockholders (similar
to a dividend) over the minimum period in which the preferred stockholders can
realize return, immediately for the Series B Preferred stockholders. The
discount has been accreted to additional paid in capital (accumulated deficit)
in the December 31, 1999 balance sheet. Each share of Series B Preferred Stock
is initially convertible into 200 shares of the Company's Common Stock. The
Series B Preferred Stock is entitled to a cumulative dividend of 11% of the
purchase price per share per year, and will have a liquidation preference in
certain circumstances equal to the initial purchase price plus accrued but
unpaid dividends. All share and per share amounts have been retroactively
adjusted to reflect the reverse stock split.

3.       CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

        The Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents. All
other liquid investments are classified as short-term


                                        6
<PAGE>   7

investments. At December 31, 1999, all short-term investments were classified as
available-for-sale. Available-for-sale securities are carried at fair market
value with unrealized gains and losses, net of tax, reported as a separate
component of stockholders' equity. To date, the Company has not experienced any
significant unrealized gains or losses on available-for-sale securities and,
accordingly, no adjustments have been made to stockholders' equity.

The following is a summary of available-for-sale securities at cost, which
approximates fair value:

<TABLE>
<CAPTION>
                                                DECEMBER 31,       JUNE 30,
DESCRIPTION                                        1999             1999
-----------                                     -----------      -----------
<S>                                             <C>              <C>
Available for sale:
   U.S. government agency                       $ 5,945,004         $ --
   U.S. corporate obligations                    16,089,740
                                                -----------         ----
                                                 22,034,744          --
Amounts classified as cash equivalents           10,914,685          --
                                                -----------         ----
Amounts included in short-term investments      $11,120,059         $ --
                                                ===========         ====
</TABLE>

        There were no material realized gains or losses for the six-month period
ending December 31, 1999. The cost of securities sold is based on the specific
identification method.

4.      CONSOLIDATED BALANCE SHEET COMPONENTS

               Certain balance sheet components are as follows:

<TABLE>
<CAPTION>
                                      DECEMBER 31,        JUNE 30,
                                          1999              1999
                                      -----------        ----------
<S>                                    <C>               <C>
Inventories:
    Raw materials                      $  687,285        $  611,667
    Work-in-process                       190,976           174,016
    Finished goods                        265,815           544,572
                                       ----------        ----------
                                       $1,144,076        $1,330,255
                                       ==========        ==========
</TABLE>


                                        7
<PAGE>   8


<TABLE>
<CAPTION>
                                             DECEMBER 31,       JUNE 30,
                                                 1999             1999
                                             ------------      ----------
<S>                                          <C>               <C>
Property and equipment:
    Equipment                                $7,304,658        $6,836,138
    Leasehold improvements                      422,061           422,061
    Equipment-in-process                      1,479,272         1,521,008
                                             ----------        ----------
                                              9,205,991         8,779,207
    Less accumulated depreciation
    and amortization                          5,509,197         4,988,764
                                             ----------        ----------
                                             $3,696,794        $3,790,443
                                             ==========        ==========
</TABLE>

5.      LICENSE AGREEMENT

        In July 1999, the Company entered into an agreement with a Canadian
company to obtain an exclusive worldwide license to certain patents involving
the use of ultrasound technology. The terms of the agreement include payments by
the Company to the licensor of $1,000,000 each in August 1999 and January 2000.

6.       STOCK PLANS

        In July 1999, the Board of Directors of the Company approved the
amendment of the 1991 Stock Plan and 1996 Director Option Plan to increase the
number of shares reserved for issuance by 800,000 shares. This increase was
approved by the stockholders at the Special Meeting of Stockholders on July 20,
1999.

        In November 1999, the Board of Directors of the Company approved the
amendment of the 1991 Stock Plan to increase the number of shares reserved for
issuance by 300,000 shares. This increase was approved by the stockholders at
the Annual Meeting of Stockholders on November 18, 1999.

7.       RECENT PRONOUNCEMENTS

        In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133 (FAS 133), "Accounting for Derivative Instruments and Hedging
Activities" which is required to be adopted in years beginning after June 15,
2000. The Company has not in the past and does not anticipate in the future
using derivative instruments, and the Company does not expect that the adoption
of FAS 133 will have a significant impact on its financial condition or results
of operations.


                                        8
<PAGE>   9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors that include, but are not limited to, the risks
discussed in "Factors That May Impact Future Operations" as well as those
discussed in the following "Overview" section. These forward-looking statements
include the statement in the first paragraph of "Overview" relating to
expectations of operating losses, the statement in the second paragraph of
"Overview" relating to the commercialization of products that have received FDA
manufacturing approval, the statements in the third paragraph of "Overview"
related to the manufacturing, marketing and distribution of the Company's
products, the statements in the last sentence of "Cost of Goods Sold," the
statements in the last sentence of each of the "Research and Development" and
"Selling, General and Administrative" paragraphs, the statements in the last
sentence of the "Results of Operations" paragraph regarding FAS 133, the
statements in the last two sentences of the "Results of Operations" paragraph
regarding the Tracking System, and the statements regarding future capital
expenditures in the third paragraph of "Liquidity and Capital Resources."

OVERVIEW

        The Company was founded in April 1991, operates in a single industry
segment, and has engaged primarily in developing, testing and obtaining
regulatory clearances for its products. The Company has experienced significant
operating losses since inception and as of December 31, 1999 had an accumulated
deficit of approximately $86.4 million. The Company has generated only limited
revenues from sales of Chilli cooled ablation catheters, Radii supraventricular
tachycardia mapping and ablation catheters, Trio/Ensemble diagnostic catheters,
Mercator diagnostic mapping baskets and related equipment in certain markets.
The Company expects its operating losses to continue through at least the end of
calendar 2000 as it continues to expend substantial funds to conduct research
and development activities, obtain regulatory approvals for its products,
establish commercial-scale manufacturing capabilities and expand its sales and
marketing activities.

        The Company currently believes that its Chilli Cooled Ablation System,
Arrhythmia Mapping System and Tracking System products and their component
catheters and equipment are the only significant potential products while other
products such as Radii and Trio/Ensemble represent important current revenue
streams from international customers. The Company believes the majority of its
revenue growth will be from the Chilli and Tracking System product platforms. In
February 1999, the FDA granted approval of the Company's pre-market approval
("PMA") application to commercially release its Chilli Cooled Ablation System
which consists of the Chilli Cooled Ablation Catheter and the Radiofrequency
Generator. In January 1999, the FDA granted clearance of the Company's
application pursuant to section 510(k) of the Food, Drug and Cosmetics Act of
1938, as amended (the "510(k) application") to commercially release its Mercator
Atrial High Density Array Catheter, which is intended to be used in the right
atrium for diagnostic mapping procedures. In August 1997, the FDA granted
clearance of the Company's 510(k) application for the Model 8100/8300 Arrhythmia
Mapping System for basic diagnostic electrophysiology studies.

        For the Company's products that have recently obtained FDA clearance or
approval, there can be no assurance that any such products will be successfully
commercialized or that the Company will achieve significant revenues from either
domestic or international sales. Although the FDA granted PMA


                                        9
<PAGE>   10

approval for the Chilli Cooled Ablation System, 510(k) clearance for the
Mercator atrial catheter, and 510(k) clearance for the Arrhythmia Mapping System
for basic diagnostic studies, the Company has limited experience in
manufacturing, marketing or selling these products in commercial quantities. In
order to successfully implement its business plan, the Company must manufacture
and sell the Chilli Cooled Ablation System and other products in commercial
quantities. Furthermore, the Company will need to expend significant capital
resources and develop manufacturing expertise to establish large-scale
manufacturing capabilities. Manufacturers often encounter difficulties in
scaling up production of new products, including problems involving production
yields, quality control and assurance, component supply shortages, shortages of
qualified personnel, compliance with FDA regulations, and the need for further
FDA approval of new manufacturing processes. The Company intends to market its
products primarily through a direct sales force in the United States and
indirect sales channels internationally. Establishing a marketing and sales
capability sufficient to support sales in commercial quantities will require
significant management and financial resources. See "-- Factors That May Impact
Future Operations." The Company's Common Stock is currently listed for trading
on the Nasdaq Stock Market's National Market.

RESULTS OF OPERATIONS

        Net Sales. The Company's net sales to date have resulted primarily from
sales of Chilli Cooled Ablation Catheters, Radii supraventricular tachycardia
mapping and ablation catheters and Trio/Ensemble diagnostic catheters. The
Company's net sales increased 93% to $1.9 million for the three months ended
December 31, 1999 compared to $1.0 million for the three months ended December
31, 1998. The increase in net sales for the three months ended December 31, 1999
compared to the same period a year ago resulted primarily from sales of the
Company's Chilli Cooled Ablation Catheter in the U.S. market following FDA
approval in February 1999. In addition, the Company had increased sales of both
Chilli and Radii catheters in Japan during the quarter ended December 31, 1999.
For the six months ended December 31, 1999, the Company had net sales of $3.2
million compared to $2.1 million for the six months ended December 31, 1998. The
increase in net sales for the six months ended December 31, 1999 compared to the
same period in the prior year was primarily due to the growth of sales of the
Company's Chilli Cooled Ablation Catheter in the U.S. market and increased sales
of both Chilli and Radii catheters in Japan.

        In December 1995, the Company received $3.0 million pursuant to a
royalty agreement with Arrow International Inc. ("Arrow"). This amount was
recorded as deferred royalty income and will be amortized to income for those
Trio/Ensemble catheters that Arrow manufactures and sells or ratably over the
period for which the related technology patents expire. A total of $150,000 of
royalty income related to the Arrow agreement has been recorded through December
31, 1999, of which $75,000 was recognized in the three months ended December 31,
1999.

        Cost of Goods Sold. Cost of goods sold primarily includes raw materials
costs, catheter fabrication costs, and system assembly and test costs. Cost of
goods sold was $1.5 million for the three months ended December 31, 1999 and
resulted in a gross margin of $328,000, or 18% of net sales. For the three
months ended December 31, 1998, cost of goods sold was $1.1 million and resulted
in a gross margin deficit of $84,000. For the six months ended December 31,
1999, the Company had a gross margin of $317,000, or 10% of net sales, compared
to a gross margin deficit of $16,000 for the six months ended December 31, 1998.
The increase in the gross margins for the three and six months ended December
31, 1999 compared to the same periods in the prior fiscal year was primarily due
to increased sales volumes, changes in sales mix, improved manufacturing yields,
and certain decreases in manufacturing spending. These improvements were offset
in part by increased overhead and training costs for manufacturing


                                       10
<PAGE>   11

personnel, and higher costs associated with quality control and manufacturing
engineering activities to support higher production volumes. The Company expects
its gross margins to fluctuate in the future as its products are commercialized.

        Research and Development. Research and development expenses include
costs associated with product research, clinical trials, prototype development,
design and testing, and costs associated with obtaining regulatory approvals.
Research and development expenses decreased to $1.7 million for the three months
ended December 31, 1999 from $3.3 million for the three months ended December
31, 1998. Research and development expenses were $3.7 million for the six months
ended December 31, 1999 compared to $6.7 million for the six months ended
December 31, 1998. The decrease in research and development expenses was
primarily attributable to decreased costs relating to product development and
clinical research and reflects an overall smaller research and development
organization. The Company expects to expend substantial funds in the future to
continue its product development programs.

        Selling, General and Administrative. Selling, general and administrative
expenses include compensation and benefits for sales, marketing, senior
management and administrative personnel, various legal and professional fees
including those in connection with obtaining patent protection, and costs of
trade shows. Selling, general and administrative expenses increased to $2.1
million for the three months ended December 31, 1999 from $1.7 million for the
three months ended December 31, 1998. Selling, general, and administrative
expenses were $3.7 million for the six months ended December 31, 1999, compared
to $3.1 million for the six months ended December 31, 1998. The increases in
both periods were primarily attributable to higher expenditures for sales and
marketing personnel and services to support expanding international and domestic
sales, marketing and customer service activities and increased costs associated
with demonstration units and product marketing materials. The Company
anticipates that selling, general and administrative expenses will increase in
future periods as additional personnel are added to support growing business
operations in all functional areas.

        Other Income (Expense), Net. Other income (expense), net increased to
net other income of $334,000 for the three months ended December 31, 1999 from
net other income of $61,000 for the three months ended December 31, 1998. Net
other income was $597,000 for the six months ended December 31, 1999, compared
to $192,000 for the six months ended December 31, 1998. The relative increases
in net other income in the prior two fiscal quarters was the result of increased
interest income on significantly higher cash, cash equivalent and short-term
investment balances.

        Net Loss. The Company recorded a net loss of $3.1 million for the three
months ended December 31, 1999, a 38% improvement compared to the net loss of
$5.0 million for the three months ended December 31, 1998. Net loss applicable
to common stockholders for the three months ended December 31, 1999 was $4.0
million or $1.99 per share, compared to the net loss of $5.0 or $2.52 per share
for the three months ended December 31, 1998. The net loss was $6.4 million for
the six months ended December 31, 1999 with a net loss applicable to common
stockholders of $8.9 million or $4.44 per share, compared to a net loss of $9.6
million or $4.87 per share for the six months ended December 31, 1998.

        Impact of Adoption of New Accounting Standards. In June 1998, the FASB
issued Statement of Financial Accounting Standards No. 133 (FAS 133),
"Accounting for Derivative Instruments and Hedging Activities" which is required
to be adopted in years beginning after June 15, 2000. The Company has not in the
past and does not anticipate in the future using derivative instruments, and the
Company does not expect that the adoption of FAS 133 will have a significant
impact on its financial condition or results of operations.


                                       11
<PAGE>   12

LIQUIDITY AND CAPITAL RESOURCES

        Since inception, the Company has financed its operations through a
combination of private placements of equity securities yielding $65.0 million,
equipment lease financing arrangements yielding $4.0 million and a prepaid
royalty arrangement yielding $3.0 million. In addition, the Company closed its
initial public offering in June 1996 and raised net proceeds of $43.1 million
and in July 1999 it raised net proceeds of $31.5 million in its Series B
Convertible Preferred Stock financing. As of December 31, 1999, the Company had
$22.5 million in cash, cash equivalents and short-term investments. The Company
believes that current cash and investment balances are sufficient to fund
operations for the next twelve months.

        Net cash used in operating activities was approximately $5.6 million and
approximately $10.2 million for the six months ended December 31, 1999 and 1998,
respectively. For each of these periods, the net cash used in operating
activities resulted primarily from net losses. Net cash of approximately $13.7
million was used in investing activities for the six months ended December 31,
1999 compared to approximately $5.0 million provided from investing activities
for the six months ended December 31, 1998. Net cash used and provided by
investing activities resulted primarily from purchases, maturities and sales of
short-term investments, offset in part by purchases of equipment and licenses.

        As of December 31, 1999, the Company had capital equipment of
approximately $9.2 million, less accumulated depreciation and amortization of
approximately $5.5 million, to support its clinical, development, manufacturing
and administrative activities. The Company had financed approximately $4.0
million from capital lease obligations through December 31, 1999. The Company
expects capital expenditures to increase over the next several years as it
acquires equipment to support manufacturing operations.

        The Company's future liquidity and capital requirements will depend upon
numerous factors, including the progress of the Company's product development
efforts, the progress of the Company's clinical trials, actions relating to
regulatory matters, the costs and timing of expansion of the Company's product
development, manufacturing, marketing and sales activities, the extent to which
the Company's products gain market acceptance, and competitive developments. In
order to successfully manufacture its products in commercial quantities, market
and sell its FDA-cleared products and apply for FDA marketing clearance for its
remaining products, the Company may be required to raise additional funds.

FACTORS THAT MAY IMPACT FUTURE OPERATIONS

        Limited Operating History; History of Losses and Expectation of Future
Losses

        The Company was founded in 1991 and to date has engaged primarily in
researching, developing, testing and obtaining regulatory clearances for its
products. The Company has experienced significant operating losses since
inception. As of December 31, 1999, the Company had an accumulated deficit of
$86.4 million. To date, the Company has generated only limited revenues from
sales of its products and expects its operating losses to continue through at
least the end of calendar 2000 as it continues to expend substantial funds to
conduct its research and development activities, obtain regulatory approvals for
its products, establish commercial-scale manufacturing capabilities and expand
its sales and marketing activities. There can be no assurance that any of the
Company's potential products for diagnosis and treatment of ventricular
tachycardia and atrial fibrillation will either receive regulatory approvals for
marketing or be successfully commercialized or that the Company will achieve
significant revenues from either international or domestic sales. In addition,
there can be no assurance that the Company will


                                       12
<PAGE>   13

achieve or sustain profitability in the future or meet the expectations of
securities industry analysts. The Company's results of operations may fluctuate
significantly from quarter to quarter or year to year and will depend on
numerous factors, including actions relating to regulatory matters, progress of
clinical trials, the extent to which the Company's products gain market
acceptance, the scale-up of manufacturing abilities and the expansion of sales
and marketing activities and competition.

        Clinical Trials

        There can be no assurance that the Company's current or future products
will prove to be safe and effective in clinical trials under applicable United
States or international regulatory guidelines or that additional modifications
to the Company's products will not be necessary. Furthermore, there can be no
assurance that the Company will be successful in completing development of the
Tracking System products. With respect to the Chilli Cooled Ablation System,
because ablation treatment of cardiac arrhythmias is a relatively new and, to
date untested treatment, the long-term effects of radiofrequency ablation on
patients are unknown. As a result, the long-term success of ablation therapy in
treating ventricular tachycardia and other tachyarrhythmias will not be known
for several years.

        On February 2, 1999, the Company obtained PMA approval for the Chilli
Cooled Ablation Catheter and the Radiofrequency Generator and Integrated Fluid
Pump, the products that together form the Company's Cooled Ablation System. On
March 11, 1999, the Company suspended and later terminated a clinical trial for
the Local Sector Mapping Basket, a variation of the Mercator Mapping Basket. On
January 27, 1999, the Company received 510(k) clearance for the Mercator Atrial
Mapping Basket sizes 70cc and 100cc and the Model 8100/8300 Arrhythmia Mapping
System, the products that together form the Company's Arrhythmia Mapping System
for diagnostic mapping of the right atrium. The Company is no longer enrolling
patients in the study for the 130cc size basket to support a special 510(k)
submission. The Company discontinued a clinical trial for a second version of
the Nexus Linear Lesion Catheter for the treatment of atrial flutter in February
1999 and atrial fibrillation in July 1999.

        Cooled Ablation System for Ventricular Tachycardia. The Company obtained
PMA approval for the Chilli Cooled Ablation Catheter and Radiofrequency
Generator and Fluid Pump on February 2, 1999. The PMA application requires the
Company to perform a post market study. On September 17, 1999, the Company
submitted a PMA supplement requesting the addition of tracking technology, new
curve sizes and bi-directional deflection to the Chilli catheter.

        Mercator High Density Array Catheter for the Right Atrium. In June 1997,
the Company received IDE approval by the FDA to conduct a clinical trial of the
Mercator Atrial Mapping Basket for the right atrium and the Arrhythmia Mapping
System for complex atrial tachyarrhythmias. The Company submitted a 510(k)
application for clearance of the Mercator Atrial Mapping Basket in July 1998 and
received clearance in January 1999 for two of the three basket sizes (70
and 100cc).

        Tracking System. In August 1999, the Company submitted a 510(k)
application requesting clearance of the Tracking System. This system is
comprised of the Arrhythmia Mapping Computer, the Signal Acquisition Module, the
Position Acquisition Module, the Radii diagnostic electrophysiology catheter and
two reference diagnostic catheters. The Tracking System is designed to enable
the real-time tracking of catheter position information minimizing the use of
fluoroscopy. The Company believes this new technology will enhance the
performance of diagnostic electrophysiology studies. Furthermore, the Company
believes the combination of the Chilli catheter with the Tracking System will
enhance the performance of radiofrequency ablation procedures.


                                       13
<PAGE>   14

        No Existing Market

        On February 2, 1999, the Company received approval from the FDA of its
PMA application to commercially release its Chilli Cooled Ablation System. In
January 1999, the FDA granted 510(k) clearance of the Company's Mercator Atrial
High Density Array Catheter. The Company's Model 8100/8300 Arrhythmia Mapping
System (the "Model 8100/8300") received 510(k) clearance from the FDA in August
1997 for basic diagnostic electrophysiology studies. In September 1997, the
Company began marketing such system commercially in the United States. However,
there can be no assurance that such system will gain any significant degree of
market acceptance among physicians, patients, and health care payors. The
Company believes that physicians' acceptance of procedures using the Company's
Model 8100/8300 will be essential for market acceptance of such system. Even
though the clinical efficacy of such system has been established,
electrophysiologists, cardiologists and other physicians may elect not to
recommend the use of the Model 8100/8300 for any number of reasons. Although the
FDA granted 510(k) clearance for basic electrophysiology studies for the
Company's Model 8100/8300 Arrhythmia Mapping System in August 1997, such product
cannot be marketed for use with the Company's diagnostic mapping catheters
unless and until such catheters receive marketing clearance from the FDA. Until
such regulatory approval is obtained, the Arrhythmia Mapping System may only be
used with other manufacturer's catheters. There can be no assurance that this
system will be successfully commercialized in the United States or in
international markets where it has not yet received approval. The Company
believes that, as with any novel medical technology, there will be a significant
learning process involved for physicians to become proficient. Broad use of such
system will require training of electrophysiologists, and the time required to
complete such training could adversely affect market acceptance. Failure of such
product to achieve significant market acceptance would have a material adverse
effect on the Company's business, financial condition and results of operations.
Even if the Model 8100/8300 achieves market acceptance, if the Company is unable
to manufacture sufficient quantities of such product to satisfy customer demand,
the Company's business, financial condition and results of operations would be
materially adversely affected.

        Marketing and Distribution

        The Company currently has only a limited sales and marketing
organization. For products that have received FDA clearances or approvals, the
Company markets primarily through a direct sales force in the United States. The
Company's Vice Presidents of Sales and Marketing manage distributor
relationships outside North America. In addition, the Company intends to
leverage its existing field clinical specialists' technical expertise to support
the revenue producing installations. There can be no assurance that
electrophysiologists will accept the Company's products or systems on a
commercial basis. Failure of such products or systems to gain market acceptance
would have a material adverse effect upon the Company's business, financial
condition and results of operations.

        Establishing a marketing and sales capability sufficient to support
sales of the Company's products in commercial quantities will require
substantial efforts and require significant management and financial resources.
There can be no assurance that the Company will be able to build such a
marketing staff or sales force, that the establishment of such a marketing staff
or sales force will be cost effective or that the Company's sales and marketing
efforts will be successful. If the Company is successful in obtaining the
necessary regulatory approvals for its ventricular tachycardia and atrial
fibrillation products in international markets, it expects to establish a sales
and marketing capability in those markets primarily through distributors. There
can be no assurance that the Company will be able to enter into agreements with
desired distributors on a timely basis or at all, or that such distributors will
devote adequate resources to selling the Company's products. Failure to
establish appropriate distribution relationships


                                       14
<PAGE>   15

could have a material adverse effect upon the Company's business, financial
condition and results of operations. The Company currently sells its products
through distributors in certain international markets. All sales of the
Company's products to date have been denominated in U.S. dollars. The end-user
price is determined by the distributor and varies from country to country.
Changes in overseas economic conditions, currency exchange rates, foreign tax
laws, or tariffs or other trade regulations could have a material adverse effect
on the Company's ability to market its products internationally and therefore on
its business, financial condition and results of operations.

        Major Distributor; Dependence on Japan Lifeline

        The Company currently relies upon international distributors of
specialty cardiovascular products to market and sell its products. A large
percentage of the Company's revenues are derived from sales to its Japanese
distributor, Japan Lifeline. During fiscal 1999, 1998 and 1997 Japan Lifeline
accounted for 52%, 80% and 66%, respectively, of the Company's net sales. In
fiscal 2000, the Company anticipates that Japan Lifeline will continue to
account for a significant percentage of the Company's net sales. The Company
also relies on its European distributors for a significant portion of its
revenues. If the Company's sales to any of its international distributors
decline, the Company would experience a material decline in revenues. Even if
the Company is successful in selling its products through new international
distributors, the rate of growth of the Company's net sales could be materially
and adversely effected if its current international distributors do not continue
to sell a substantial number of the Company's products. If the Company's sales
to its current international distributors decline, the Company cannot be certain
that it will be able to attract additional distributors that can market its
products effectively or can provide timely and cost-effective customer support
and service. None of the Company's international distributors are obligated to
sell the Company's products after its agreement with the Company has expired.
Further, the Company cannot be certain that its current international
distributors will continue to represent its products or that they will continue
to devote a sufficient amount of effort and resources to selling the Company's
products.

        Strategic Relationships

        The Company intends to pursue strategic relationships with corporations
and research institutions with respect to the research, development,
international regulatory approval, manufacturing and marketing of certain of its
products. There can be no assurance that the Company will be successful in
establishing or maintaining any such relationships or that any such relationship
will be successful.

        Manufacturing

        Components and raw materials are purchased from various qualified
suppliers and subjected to stringent quality specifications. The Company
conducts quality audits of suppliers and is establishing a vendor certification
program. A number of components for the Company's products are provided by sole
source suppliers. For certain of these components, there are relatively few
alternative sources of supply, and establishing additional or replacement
vendors for such components could not be accomplished quickly. The Company plans
to qualify additional suppliers if and as future production volumes increase.
Because of the long lead time for some components that are currently available
from a single source, a vendor's inability to supply such components in a timely
manner could have a material adverse effect on the Company's ability to
manufacture the mapping basket, mapping equipment and ablation equipment and
therefore on its business, financial condition and ability to market its
products as currently contemplated.


                                       15
<PAGE>   16

The Company has limited experience manufacturing its products in the volumes
that will be necessary for the Company to achieve significant commercial sales,
and there can be no assurance that reliable, high volume manufacturing capacity
can be established or maintained at commercially reasonable costs. If the
Company receives FDA clearance or approval for its products, it will need to
expend significant capital resources and develop manufacturing expertise to
establish large scale manufacturing capabilities. Manufacturers often encounter
difficulties in scaling up production of new products, including problems
involving production yields, quality control and assurance, component supply
shortages, shortages of qualified personnel, compliance with FDA regulations,
and the need for further FDA approval of new manufacturing processes. For
example, the Company encountered low yields, and other production inefficiencies
in the manufacture of its Sector mapping basket catheters. In addition, the
Company believes that substantial cost reductions in its manufacturing
operations will be required for it to commercialize its catheters and systems on
a profitable basis. Any inability of the Company to establish and maintain large
scale manufacturing capabilities would have a material adverse effect on the
Company's business, financial condition and results of operations.

        The Company's manufacturing facilities are subject to periodic
inspection by regulatory authorities, and its operations must undergo QSR
compliance inspections conducted by the FDA. The Company is required to comply
with QSR in order to produce products for sale in the United States and with
ISO9001/EN46001 standards in order to produce products for sale in Europe. In
December 1997, the Company received ISO 9001/EN46001 certification from its
European Notified Body. Any failure of the Company to comply with QSR or
ISO9001/EN46001 standards may result in the Company being required to take
corrective actions, such as modification of its policies and procedures. The
State of California also requires that the Company obtain a license to
manufacture medical devices which was granted in February 1998. If the Company
is unable to maintain such a license, it would be unable to manufacture or ship
any product, and such inability would have a material adverse effect on the
Company's business, financial condition and results of operations.

        Patents and Proprietary Rights

        The Company's success will depend in part on its ability to obtain
patent and copyright protection for its products and processes, to preserve its
trade secrets and to operate without infringing or violating the proprietary
rights of third parties. The Company's strategy is to actively pursue patent
protection in the United States and foreign jurisdictions for technology that it
believes to be proprietary and that offers a potential competitive advantage for
its products. The Company holds issued and allowed patents covering a number of
fundamental aspects of the Company's Ventricular Tachycardia Ablation System,
Arrhythmia Mapping Systems and Atrial Fibrillation Ablation System. The patent
positions of medical device companies, including those of the Company, are
uncertain and involve complex and evolving legal and factual questions. The
coverage sought in a patent application either can be denied or significantly
reduced before or after the patent is issued. Consequently, there can be no
assurance that any patents from pending patent applications or from any future
patent application will be issued, that the scope of any patent protection will
exclude competitors or provide competitive advantages to the Company, that any
of the Company's patents will be held valid if subsequently challenged or that
others will not claim rights in or ownership of the patents and other
proprietary rights held by the Company. In addition, there can be no assurance
that competitors, many of which have substantial resources and have made
substantial investments in competing technologies, will not seek to apply for
and obtain patents that will prevent, limit or interfere with the Company's
ability to make, modify, use or sell its products either in the United States or
in international markets. Litigation or regulatory proceedings, which could
result in substantial cost and uncertainty to the Company, may also be necessary
to enforce patent or other intellectual property rights of the Company or to
determine the scope and validity of other parties'


                                       16
<PAGE>   17

proprietary rights. There can be no assurance that the Company will have the
financial resources to defend its patents from infringement or claims of
invalidity.

        In addition to patents, the Company relies on trade secrets and
proprietary know how to compete, which it seeks to protect, in part, through
appropriate confidentiality and proprietary information agreements. These
agreements generally provide that all confidential information developed or made
known to individuals by the Company during the course of the relationship with
the Company is to be kept confidential and not disclosed to third parties,
except in specific circumstances. The agreements also generally provide that all
inventions conceived by the individual in the course of rendering service to the
Company shall be the exclusive property of the Company. There can be no
assurance that proprietary information or confidentiality agreements with
employees, consultants and others will not be breached, that the Company will
have adequate remedies for any breach, or that the Company's trade secrets will
not otherwise become known to or independently developed by competitors.

        The medical device industry has been characterized by extensive
litigation regarding patents and other intellectual property rights, and
companies in the medical device industry have employed intellectual property
litigation to gain a competitive advantage. There can be no assurance that the
Company will not become subject to patent infringement claims or litigation in a
court of law, or interference proceedings declared by the United States Patent
and Trademark Office ("USPTO") to determine the priority of inventions or an
opposition to a patent grant in a foreign jurisdiction. The defense and
prosecution of intellectual property suits, USPTO interference or opposition
proceedings and related legal and administrative proceedings are both costly and
time-consuming. Any litigation, opposition or interference proceedings will
result in substantial expense to the Company and significant diversion of effort
by the Company's technical and management personnel. An adverse determination in
litigation or interference proceedings to which the Company may become a party
could subject the Company to significant liabilities to third parties, require
disputed rights to be licensed from third parties or require the Company to
cease using such technology. Although patent and intellectual property disputes
in the medical device area have often been settled through licensing or similar
arrangements, costs associated with such arrangements may be substantial and
could include ongoing royalties. Furthermore, there can be no assurance that
necessary licenses from others would be available to the Company on satisfactory
terms, if at all. Adverse determinations in a judicial or administrative
proceeding or failure to obtain necessary licenses could prevent the Company
from manufacturing and selling its products, which would have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company is aware of certain patents owned or licensed by others and relating
to cardiac catheters and cardiac monitoring. Certain enhancements of the
Company's products are still in the design and pre-clinical testing phase.
Depending on the ultimate design specifications and results of pre-clinical
testing of these enhancements, there can be no assurance that the Company would
be able to obtain a license to such parties' patents or that a court would find
that such patents are either not infringed by the Company's enhancements or that
the Company's patents are invalid. Further, there can be no assurance that
owners or licensees of these patents will not attempt to enforce their patent
rights against the Company in a patent infringement suit or other legal
proceeding, regardless of the likely outcome of such suit or proceeding.

        Competition

        At present, the Company considers its primary competition to be
companies involved in current, more established therapies for the treatment of
ventricular tachycardia and atrial fibrillation, including drugs, external
electrical cardioversion and defibrillation, implantable defibrillators,
ablation accompanied by pacemaker implantation and open-heart surgery. In
addition, several competitors are also developing new approaches and new
products for the treatment and mapping of ventricular tachycardia and atrial


                                       17
<PAGE>   18

fibrillation, including ablation systems using ultrasound, microwave, laser and
cryoablation technologies and mapping systems using contact mapping,
single-point spatial mapping and non-contact, multisite electrical mapping
technologies. Many of the Company's competitors have an established presence in
the field of interventional cardiology and electrophysiology, including Boston
Scientific Corporation, C.R. Bard, Inc., Johnson and Johnson through its Cordis
Division, St. Jude Medical and Medtronic, Inc. Many competitors have
substantially greater financial and other resources than the Company, including
larger research and development staffs, more experience, capabilities in
conducting research and development activities, testing products in clinical
trials, obtaining regulatory approvals and manufacturing, marketing and
distributing products. There can be no assurance that the Company will succeed
in developing and marketing technologies and products that are more clinically
efficacious and cost effective than the more established treatments or the new
approaches and products developed and marketed by its competitors. Furthermore,
there can be no assurance that the Company will succeed in developing new
technologies and products that are available prior to its competitors' products.
The failure of the Company to demonstrate the efficacy and cost effective
advantages of its products over those of its competitors or the failure to
develop new technologies and products before its competitors, could have a
material adverse effect on the Company's business, financial condition and
results of operations.

        The Company believes that the primary competitive factors in the market
for cardiac ablation and mapping devices are safety, efficacy, ease of use and
price. In addition, the length of time required for products to be developed and
to receive regulatory and, in some cases, third party payor reimbursement
approval are important competitive factors. The medical device industry is
characterized by rapid and significant technological change. Accordingly, the
Company's success will depend in part on its ability to respond quickly to
medical and technological changes through the development and introduction of
new products. Product development involves a high degree of risk and there can
be no assurance that the Company's new product development efforts will result
in any commercially successful products. The Company believes it competes
favorably with respect to these factors, although there is no assurance that it
will be able to continue to do so.

        Government Regulation

        United States

        The design, pre-clinical and clinical testing, manufacture, labeling,
sale, distribution and promotion of the Company's products are subject to
regulation by numerous governmental authorities, principally the FDA and
corresponding state and foreign regulatory agencies. Noncompliance with
applicable requirements can result in, among other things, fines, injunctions,
civil penalties, recall or seizure of products, total or partial suspension of
production, failure of the government to grant premarket clearance or premarket
approval for devices, withdrawal of marketing authorization, a recommendation by
the FDA that the Company not be permitted to enter into government contracts
and/or criminal prosecution. The FDA also has the authority to request repair,
replacement or refund of the cost of any device manufactured or distributed by
the Company.

        Before a new device can be introduced into the market, a manufacturer
must generally obtain marketing clearance through a premarket notification under
Section 510(k) of the FDC Act or an approval of a PMA application under
Section 515 of the FDC Act. Commercial distribution of a device for which a
510(k) clearance is required can begin only after the FDA issues an order
finding the device to be "substantially equivalent" to a predicate device. If
the Company cannot establish that a proposed device is substantially equivalent
to a legally marketed predicate device, the Company must seek premarket approval
of the proposed device from the FDA through the submission of a PMA application.


                                       18
<PAGE>   19

The Company will be required to make a new 510(k) submission for any device that
is cleared through the 510(k) process if the Company modifies or enhances the
device in a manner that could significantly affect safety or effectiveness, or
if those changes constitute a major modification in the intended use of the
device. If the Company cannot establish that a proposed device is substantially
equivalent to a legally marketed predicate device, the Company must seek
premarket approval of the proposed device from the FDA through the submission of
a PMA application. There can be no assurance that the FDA will act favorably or
quickly on any of the Company's PMA applications. Significant difficulties and
costs may be encountered by the Company in its efforts to obtain FDA clearance
that could delay or preclude the Company from selling its products in the United
States. Furthermore, there can be no assurance that the FDA will not request
additional data or require that the Company conduct further clinical studies,
causing the Company to incur substantial cost and delay. In addition, there can
be no assurance that the FDA will not impose strict labeling requirements,
onerous operator training requirements or other requirements as a condition of
its PMA approval, any of which could limit the Company's ability to market its
systems. Labeling and promotional activities are subject to scrutiny by the FDA
and, in certain circumstances, by the Federal Trade Commission ("FTC"). FDA
enforcement policy strictly prohibits the marketing of FDA cleared or approved
medical devices for unapproved uses. Further, if a company wishes to modify a
product after FDA approval of a PMA, including changes in indications or other
modifications that could affect safety or efficacy, additional clearances or
approvals will be required from the FDA. Failure to receive or delays in receipt
of FDA clearances or approvals, including the need for additional clinical
trials or data as a prerequisite to clearance or approval, or any FDA conditions
that limit the ability of the Company to market its systems, could have a
material adverse effect on the Company's business, financial condition and
results of operations.

        International

        The European Union has promulgated rules which require that medical
products distributed after June 14, 1998 bear the CE mark, an international
symbol of adherence to quality assurance standards and compliance with
applicable European medical device directives. Quality system certification is
one of the CE mark requirements. The Company has received ISO9001/EN46001
certification by its European Notified Body, one of the CE mark certification
prerequisites, for its manufacturing facility in Sunnyvale, California.
Furthermore, in January 1998, the Company received the right to affix the CE
mark to its Arrhythmia Mapping System and Chilli Cooled Ablation System. In
April 1998, the Company received the right to affix the CE mark to its Radii
catheters. In July 1998, the Company received the right to affix the CE mark to
its Trio/Ensemble catheters. While the Company intends to satisfy the requisite
policies and procedures that will permit it to receive the CE Mark Certification
for other products, there can be no assurance that the Company will be
successful in meeting the European certification requirements and failure to
receive the right to affix the CE mark will prohibit the Company from selling
these and other products in member countries of the European Union.

        The time required to obtain approval for sale in foreign countries may
be longer or shorter than that required for FDA approval, and the requirements
may differ. Export sales of medical devices that have not received FDA marketing
authorization are subject to FDA export requirements. In accordance with the FDA
Export Reform & Enforcement Act of 1996, such devices may be exported to any
country provided that the device meets a number of criteria including marketing
authorization in one of the "Tier I" countries identified in that Act. If the
device has no marketing authorization in a Tier I country, and is intended for
marketing, it may be necessary to obtain approval from the FDA to export the
device. In order to obtain export approval, the Company may be required to
provide the FDA with documentation from the medical device regulatory authority
of the country in which the study is to be conducted or the


                                       19
<PAGE>   20

purchaser is located, stating that the device has the approval of the country.
In addition, the FDA must find that the exportation of the device is not
contrary to the public health and safety of the country in order for the Company
to obtain the permit. The Company currently has marketing authorization in one
or more Tier I countries for all its clinically used products. The Company is in
the process of obtaining Kingdom, Germany, France, Canada, Japan and several
other countries in Europe and Asia.

        Third-Party Reimbursement and Uncertainty Related to Health Care Reform

        In the United States, health care providers, including hospitals and
physicians, that purchase medical products for treatment of their patients,
generally rely on third party payors, principally federal Medicare, state
Medicaid and private health insurance plans, to reimburse all or a part of the
costs and fees associated with the procedures performed using these products.
The Company's success will be dependent upon, among other things, the ability of
health care providers to obtain satisfactory reimbursement from third party
payors for medical procedures in which the Company's products are used. Third
party payors may deny reimbursement if they determine that a prescribed device
has not received appropriate regulatory clearances or approvals, is not used in
accordance with cost-effective treatment methods as determined by the payor, or
is experimental, unnecessary or inappropriate. Third party reimbursement is
generally provided on the basis of the procedure's DRG code is established by
the HCFA. The failure of the procedures in which the Company's products are used
or an insufficient level of reimbursements for such procedures would have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, medical equipment reimbursements have been
mandated by statute to be reduced in the past, and there can be no assurance
that any such reimbursements with respect to the Company's products will be
adequate or provided at all. Failure by hospitals and other users of the
Company's products to obtain reimbursement from third party payors, or changes
in government and private third party payors' policies toward reimbursement for
procedures employing the Company's products, would have a material adverse
effect on the Company's business, financial condition and results of operations.
Moreover, the Company is unable to predict what additional legislation or
regulation, if any, relating to the health care industry or third party coverage
and reimbursement may be enacted in the future, or what effect such legislation
or regulation would have on the Company.

        Reimbursement systems in international markets vary significantly by
country and by region within some countries, and reimbursement approvals must be
obtained on a country by country basis. Many international markets have
government managed health care systems that control reimbursement for new
products and procedures. In most markets, there are private insurance systems as
well as government managed systems. Market acceptance of the Company's products
will depend on the availability and level of reimbursement in international
markets targeted by the Company. There can be no assurance that the Company will
obtain reimbursement in any country within a particular time, for a particular
amount, or at all.

        Regardless of the type of reimbursement system, the Company believes
that physician advocacy of the Company's products will be required to obtain
reimbursement. The Company believes that less invasive procedures generally
provide less costly overall therapies as compared to conventional drug, surgery
and other treatments. In addition, the Company believes that treatment with the
Company's products will be more efficacious than currently available therapies.
The Company anticipates that hospital administrators and physicians would
justify the use of the Company's products by the attendant cost savings and
clinical benefits that the Company believes would be derived from the use of its
products. However, there can be no assurance that this will be the case. There
can be no assurance that reimbursement for the Company's


                                       20
<PAGE>   21

products will be available in the United States or in international markets
under either government or private reimbursement systems, or that physicians
will support and advocate reimbursement procedures using the Company's products.

        Product Liability and Insurance

        The development, manufacture and sale of medical products entail
significant risk of product liability claims and product failure claims. The
Company has only limited commercial sales to date and does not yet have, and
will not have for a number of years, sufficient clinical data to allow the
Company to measure the risk of such claims with respect to its products. The
Company faces an inherent business risk of financial exposure to product
liability claims in the event that the use of its products results in personal
injury or death. The Company also faces the possibility that defects in the
design or manufacture of the Company's products might necessitate a product
recall. There can be no assurance that the Company will not experience losses
due to product liability claims or recalls in the future. In addition, the
Company will require increased product liability coverage if any of its
potential products are successfully commercialized. Such insurance is expensive,
difficult to obtain and may not be available in the future on acceptable terms,
or at all. Any claims against the Company regardless of their merit or eventual
outcome could have a material adverse effect upon the Company's business,
financial condition and results of operations.

        Employees

        The Company's ability to operate successfully depends in significant
part upon the continued service of certain key scientific, technical, clinical,
regulatory and managerial personnel, and its continuing ability to attract and
retain additional highly qualified scientific, technical, regulatory and
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain such personnel or that it can
attract or retain other highly qualified scientific, technical, clinical,
regulatory and managerial personnel in the future, including key sales and
marketing personnel. The loss of key personnel or the inability to hire and
retain qualified personnel could have a material adverse effect upon the
Company's business, financial condition and results of operations.

        In addition, in order to manufacture and market its products in
commercial quantities, the Company believes that it will be required to expand
its operations, particularly in the areas of research and development,
manufacturing and sales and marketing. The Company hired a new Chief Executive
Officer in May 1999. The Company also hired a new Chief Financial Officer, a new
Vice President of Operations and a new Vice President of Sales in January 2000.
There can be no assurance that these newly hired officers of the Company will be
able to operate effectively with that portion of the management team that was
retained. Further, there can be no assurance that the Company's officers and
Sales and Marketing personnel will be able to build a successful sales force or
that they will be able to operate effectively with the existing management team.
As the Company expands its operations in these areas, such expansion will likely
result in new and increased responsibilities for management personnel and place
significant strain upon the Company's management, operating and financial
systems and resources. To accommodate any such growth and compete effectively,
the Company will be required to implement and improve information systems,
procedures, and controls, and to expand, train, motivate and manage its work
force. Any failure to implement and improve the Company's operational, financial
and management systems or, to expand, train, motivate or manage employees as
required by future growth, if any, could have a material adverse effect on the
Company's business, financial condition and results of operations.


                                       21
<PAGE>   22

        Year 2000 Compliance

        As of the date of this filing, the Company has not incurred any
significant business disruptions as a result of Year 2000 issues. However, while
no such occurrence has developed as of the date of this filing to the Company's
knowledge, Year 2000 issues that may arise related to material third parties may
not be apparent immediately and therefore, there is no assurance that the
Company will not be affected by future disruptions. The Company will continue to
monitor the issue vigilantly and work to remediate any issues that may arise. We
do not anticipate incurring material expenses or experiencing any material
disruptions as a result of any Year 2000 issues.

        Issuance of Preferred Stock Could Delay or Prevent Corporate Takeover

        The Board of Directors has the authority to issue up to 5,000,000 shares
of undesignated Preferred Stock and to determine the rights, preferences,
privileges and restrictions of such shares without any further vote or action by
the stockholders. To date, the Board of Directors has designated 30,000 shares
as Series A Participating Preferred Stock in connection with the Company's
Stockholder Rights Plan. The issuance of Preferred Stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company or otherwise adversely affecting the rights of the
holders of Common Stock or Series B Preferred Stock.

        On April 22, 1997, pursuant to a Preferred Shares Rights Agreements (the
"Rights Agreement") between the Company and Norwest Bank Minnesota, N.A. (the
"Rights Agent"), the Company's Board of Directors declared a dividend of one
right to purchase 1/1000 a share of the Company's Series A Participating
Preferred Stock ("Series A Preferred") for each outstanding share of Common
Stock and Series B Preferred Stock (on an as converted basis) of the Company (a
"Right"). Each Right entitles the registered holder to purchase from the Company
1/1000 a share of Series A Preferred at an exercise price of $125 (the "Purchase
Price"), subject to adjustment. The Rights approved by the Board are designed to
protect and maximize the value of the outstanding equity interests in the
Company in the event of an unsolicited attempt by an acquirer to take over the
Company, in a manner or on terms not approved by the Board of Directors. The
Rights have been declared by the Board in order to deter coercive tactics,
including a gradual accumulation of shares in the open market of a 15% or
greater position to be followed by a merger or a partial or two tier tender
offer that does not treat all stockholders equally. The Rights should not
interfere with any merger or business combination approved by the Board of
Directors. However, the Rights may have the effect of rendering more difficult
or discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.

        Potential Volatility of Stock Price

        The market price of shares of Common Stock, like that of the common
stock of many medical products and high technology companies, has in the past
been, and is likely in the future to continue to be highly volatile. Factors
such as fluctuations in the Company's operating results, proportion of ownership
between common stockholders and preferred series B stockholders, announcements
of technological innovations or new commercial products by the Company or
competitors, government regulation, changes in the current structure of the
health care financing and payment systems, developments in or disputes regarding
patent or other proprietary rights, release of reports by securities analysts,
change in securities analysts recommendations, economic and other external
factors and general market conditions may have a


                                       22
<PAGE>   23

significant effect on the market price of the Common Stock. Also, at some future
time, the Company's revenues and results of operations may be below the
expectations of securities analysts or investors, resulting in significant
fluctuations in the market price of the Company's Common Stock. Moreover, the
stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market prices for medical
products and high technology companies and which have often been unrelated to
the operating performance of such companies. These broad market fluctuations, as
well as general economic, political and market conditions, may adversely affect
the market price of the Company's Common Stock. In the past, following periods
of volatility in the market price of a company's stock, securities class action
litigation has occurred against the issuing company. There can be no assurance
that such litigation will not occur in the future with respect to the Company.
Such litigation could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse effect
on the Company's business, operating results and financial condition. Any
adverse determination in such litigation could also subject the Company to
significant liabilities.

        Absence of Dividends

        The Company has not paid any cash dividends since inception and does not
anticipate paying cash dividends in the foreseeable future.


                                       23
<PAGE>   24

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no material changes to the Company's disclosures about
market risk from those set forth in the Company's Annual Report on Form 10-K for
the year ended June 30, 1999.


                                       24
<PAGE>   25

                          CARDIAC PATHWAYS CORPORATION


PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        Use of Proceeds. With respect to the requirements of Item 701(f) of
Regulation S-K regarding the reporting of use of proceeds, pursuant to the
information required to be reported by Item 701(f)(4)(viii), the Company used
net proceeds in the amounts noted for the stated purposes since its annual
report on Form 10-K for the year ended June 30, 1999: purchase and installation
of machinery and equipment - $573,691; repayment of indebtedness - $3,200,968.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

        At the Company's Annual Meeting of Stockholders on November 18, 1999 the
stockholders approved the following actions:

A.  Election of Class I directors

    William N. Starling  For: 6,865,751      Against: 1,585     Abstain: 99,558

B.  The amendment of the Company's 1991 Stock Plan to increase the number of
    shares authorized for issuance thereunder by 300,000 shares to an aggregate
    of 1,613,406.

                         For: 5,684,323      Against: 476,061   Abstain: 32,615

C.  Ratification of the appointment of Ernst & Young LLP as independent auditors
    of the Company for the fiscal year ending June 30, 2000.

                         For: 6,961,294      Against: 3,252     Abstain: 2,348


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)The exhibits listed on the accompanying Exhibit Index are
                  filed as a part hereof.


                                       25
<PAGE>   26
                          CARDIAC PATHWAYS CORPORATION


                                   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 thereunto duly authorized.


DATE:  FEBRUARY 11, 2000                CARDIAC PATHWAYS CORPORATION


                                        /s/ THOMAS M. PRESCOTT
                                        ----------------------------------------
                                        THOMAS M. PRESCOTT
                                        PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                        /s/ ELDON M. BULLINGTON
                                        ----------------------------------------
                                        ELDON M. BULLINGTON
                                        VICE PRESIDENT OF FINANCE AND CHIEF
                                        FINANCIAL OFFICER


                                       26
<PAGE>   27

                          CARDIAC PATHWAYS CORPORATION

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
  EXHIBIT NO.        EXHIBIT DESCRIPTION                                PAGE NO.
  -----------        -------------------                                --------
<S>                  <C>                                                <C>
      27.1           Financial Data Schedule                              28
</TABLE>


                                       27