<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  ------------

                                   FORM 10-K/A

                        AMENDMENT NO. 2 TO ANNUAL REPORT
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                          Commission File No. 000-21001

                                NMT MEDICAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    Delaware                                 95-4090463
                    --------                                 ----------
         (State or Other Jurisdiction of                 (I.R.S. Employer
         Incorporation or Organization)                 Identification No.)


    27 Wormwood Street, Boston, Massachusetts                02210-1625
    -----------------------------------------                ----------
    (Address of Principal Executive Offices)                 (Zip Code)

       Registrant's telephone number, including area code: (617) 737-0930

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

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, $.001 par value per share
                                (Title of Class)

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 [X] No [_]

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 this
Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant on March 19, 2002 was $50,107,317, based on the last reported sale
price of the registrant's Common Stock on the Nasdaq National Market on that
date. There were 11,360,451 shares of Common Stock outstanding as of March 19,
2002.

<PAGE>

     NMT Medical, Inc., a Delaware corporation (the "Registrant" or the
"Company"), hereby amends its Annual Report on Form 10-K by amending and
restating Items 10, 11 and 12 thereof with this Amendment No. 2 pursuant to
Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

     Set forth below for each director and nominee is the name and age,
position(s) with the Company, principal occupation and business experience
during the past five years, and, where applicable, the year of his or her first
election as a director of the Company:

     John E. Ahern, age 57, has served as President, Chief Executive Officer and
Chairman of the Company since September 2000. Prior to joining the Company, Mr.
Ahern was Vice President, Emerging Technology Investment Group at C.R. Bard,
Inc. ("Bard"), a leading medical technology company, where he was responsible
for identifying, investing in and managing early-stage medical technologies and
companies. In his 13 years with Bard, Mr. Ahern also held the senior marketing
and strategic planning positions in three of Bard's cardiovascular divisions.
Mr. Ahern's 37 years of medical device industry experience also includes Vice
President of Worldwide Sales and Marketing at Intra-Sonix, Inc., an early stage
development company focused on minimally invasive surgery, Area Manager for the
Middle East and North Africa at Abbott Laboratories, a leading health care
company and various sales and marketing positions at Becton Dickinson & Co., a
major medical technology company.

     John Fletcher, age 56, was elected a director of the Company in January
1996. In May 2000, he served without compensation in the Office of the Chief
Executive Officer of the Company as part of the Company's interim management
team until September 21, 2000 when John E. Ahern was hired as Chief Executive
Officer. Mr. Fletcher is the founder and Chief Executive Officer of Fletcher
Spaght, Inc., a management consulting company specializing in strategic
development for health care and high technology businesses ("Fletcher Spaght").
Prior to founding Fletcher Spaght in 1983, he was a senior member of The Boston
Consulting Group, a management consulting company. From April 1995 to February
1996, Mr. Fletcher was the Chairman of the Board of Directors of InnerVentions,
Inc., a wholly-owned subsidiary of Fletcher Spaght ("InnerVentions"), which the
Company acquired in February 1996. Mr. Fletcher is a director of AutoImmune,
Inc., a publicly traded biotechnology company developing orally-administered
pharmaceutical products.

     Robert G. Brown, age 59, was elected a director in September 2000. Mr.
Brown served as President and Chief Operating Officer of the Company from 1987
to 1992 and as a director of the Company from 1992 to 1997. From 1971 to 1985,
Mr. Brown held various sales and marketing positions with Medi-tech Inc. and the
Medi-tech division of Boston Scientific Corp. and Boston Scientific
International Corporation, including Vice President, Marketing and International
Market Development for Medi-tech Inc. and Director, Market Development for
Boston Scientific International Corporation. From 1969 to 1971 he was a sales
representative for Baxter Laboratories. Mr. Brown holds a B.S. from the
University of Vermont. Mr. Brown also served as an officer in the United States
Marine Corps from 1966 to 1969.

     James E. Lock, M.D., age 52, was elected a director of the Company in
August 2000. Since March 2002, Dr. Lock has been Physician-in-Chief at Boston
Children's Hospital, and since October 1993, he has been Chairman of the
Department of Cardiology at Boston Children's Hospital, and the Alexander S.
Nadas Professor of Pediatrics at Harvard Medical School. Dr. Lock attended
medical school at Stanford University and pursued his pediatric residency and
cardiology fellowship at the University of Minnesota. Thereafter, he trained in
cardiovascular physiology for two years at the University of Toronto, Hospital
for Sick Children. In September 1999, a device invented by Dr. Lock became the
first septal occlusion device to receive United States Food and Drug
Administration approvals under the Humanitarian Device Exemption regulations for
use inside the human heart in the United States. During his career, Dr. Lock has
trained numerous academic physicians in cardiopulmonary physiology, experimental
interventional cardiology, and clinical interventional cardiology. The earliest
trainees are now becoming directors of pediatric cardiology divisions, cardiac
catheterization laboratories, and intensive care units. He is the president of
the Boston Children's Heart Foundation and is the president of the Aldo Castanda
Foundation, and serves on the Board of Directors of Boston Children's Hospital
and of the Children's Hospital Trust.


                                       2

<PAGE>

     Cheryl L. Clarkson, age 48, was elected a director of the Company in
January 2001. Ms. Clarkson is the founder and Chief Executive Officer of
SkinHealth, Inc., a physician-based dermatology company which operates
SkinHealth Centers throughout eastern New England. Ms. Clarkson has previously
served as the Chief Executive Officer and the Chief Operating Officer of Peer
Review Analysis, Inc., a publicly traded health care adjudication and
utilization review company, the President of ABIODENT, Inc., Danvers,
Massachusetts, a dental device company, and the President of Beaver Steriseal,
Inc., an ophthalmic surgical device company. Ms. Clarkson has also been the Vice
President of Sales and Marketing for Rudolph Beaver, Inc., and spent ten years
with American Hospital Supply Corporation in various management positions. She
holds a Masters degree from the Sloan School of Management at M.I.T., where she
was selected as a Sloan fellow. Ms. Clarkson is a member of several boards of
directors of privately-held companies in the health care and medical device
industry and serves as an overseer for two large teaching hospitals.

     Francis J. Martin, age 65, was elected a director of the Company in
February 2001. Since September 2000, Mr. Martin has been Chairman and Chief
Executive Officer of Florence Medical LTD (Israel) and Chairman and
President/Chief Executive Officer of Florence Medical, Inc., the global
commercialization unit based in Boston. Florence Medical, Inc. is involved in
developing and marketing vascular blood flow software systems used to assist the
interventional cardiologist in the diagnosis and treatment of vascular disease.
From September 1994 to September 2000, he was founder, Chairman and Chief
Executive Officer of CorMedica Corporation, a private, independent developer and
manufacturer of catheter-based navigation systems for use in percutaneous
cardiovascular applications. He has an extensive background in the medical
device industry, having co-founded and managed Advanced Biomedical Instruments
from 1979 to 1986 and PLC Systems from 1987 to 1994. Prior to that, Mr. Martin
was with Becton Dickinson & Co. and Abbott Laboratories, where he had several
domestic and international marketing and sales management positions. Mr. Martin
is a board member of several privately-held medical device companies.

     Harry A. Schult, age 62, was elected a director of the Company in May 2002.
Since September 2001, Mr. Schult has been the Chief Financial Officer and
Treasurer of Watch Hill Partners, Inc., a customer relationship management
consultancy company. From October 1999 through August 2001, Mr. Schult was Vice
President - Corporate Development of Mirus Information Technology Services,
Inc., an application service provider. From 1992 to 1999, Mr. Schult performed
independent consultant services for various companies, including acting as a
part-time chief financial officer of CorMedica Corporation, a private,
independent developer and manufacturer of catheter-based navigation systems for
use in percutaneous cardiovascular applications, and also as an interim chief
financial officer for The Paragon Gifts Holdings Inc., a retail catalog company.
Mr. Schult has over 27 years of senior level experience in the public accounting
profession at Ernst & Young, where he was Managing Partner of its Providence,
Rhode Island office for eleven years and worked in its Paris office for five
years. Mr. Schult is a certified public accountant.

     In connection with the acquisition by the Company of the CardioSEAL(R)
Septal Occluder technology in 1996 from InnerVentions, the Company agreed to use
its best efforts to nominate a designee of Fletcher Spaght as a director of the
Company, and certain of the Company's stockholders agreed to vote their shares
of Common Stock in favor of such designee. Fletcher Spaght's designee, R. John
Fletcher, was first elected to the Board of Directors of the Company in January
1996 and has served on the Board of Directors of the Company since that time.

     There are no family relationships among any of the executive officers and
director nominees of the Company.


                                       3

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
outstanding shares of Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Except as described
below, and based solely upon a review of reports submitted, and representations
made, to the Company, the Company believes that during 2001 its executive
officers, directors and holders of more than 10% of the outstanding shares of
Common Stock timely complied with all Section 16(a) filing requirements.

     On October 9, 2001, James E. Lock, M.D., filed a Statement of Changes in
Beneficial Ownership on Form 4 to report the exercise of an option to purchase
3,333 shares of Common Stock at a purchase price of $2.25 per share on August
30, 2001.

     On May 10, 2002, John E. Ahern filed a Statement of Changes in Beneficial
Ownership on Form 4 to report the grant of:

     o    an option to purchase 12,500 shares of Common Stock at an exercise
          price of $1.31 per share granted on February 13, 2001;

     o    an option to purchase 12,500 shares of Common stock at an exercise
          price of $2.07 per share granted on April 26, 2001; and

     o    an option to purchase 50,000 shares of Common stock at an exercise
          price of $6.15 per share granted on November 5, 2001.

     On May 10, 2002, Richard E. Davis filed a Statement of Changes in
Beneficial Ownership on Form 4 to report the grant of:

     o    an option to purchase 7,500 shares of Common Stock at an exercise
          price of $1.76 per share granted on March 16, 2001; and

     o    an option to purchase 30,000 shares of Common Stock at an exercise
          price of $6.15 per share granted on November 5, 2001.






                                       4

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation

     Between January and March 2001, the Company had a separate Compensation
Committee and Stock Option Committee. During this period, C. Leonard Gordon, who
resigned from the Board of Directors of the Company on June 1, 2001, served on
the Compensation Committee, and Mr. Fletcher served on the Stock Option
Committee. Mr. Brown served as President and Chief Operating Officer of the
Company from 1987 to 1992. Mr. Gordon served as Acting President and Chief
Executive Officer from April 2000 until May 2000 when he was appointed Managing
Director of the Company, in which position he served until April 2001. Mr.
Fletcher served without compensation in the Office of the Chief Executive
Officer from May 2000 through September 2000. 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, whose
executive officers served as a director or member of the Compensation Committee
or the Joint Compensation and Options Committee of the Company during the year
ended December 31, 2001.

Director Compensation

     As of March 2001, each non-employee director of the Company, not otherwise
compensated by the Company, receives a fee of $1,000 for attendance at each
Board meeting and $500 for attendance at each telephonic Board meeting. Between
January and March 2001, the fee for attendance was $2,000 for each Board meeting
and $500 for each telephonic meeting. All directors receive reimbursement of
travel expenses incurred in connection with their attendance at Board and
Committee meetings.

     In 1996, the Board of Directors adopted, and the stockholders approved, the
1996 Stock Option Plan for Non-Employee Directors (the "Plan"), which provided
for the issuance of a maximum of 150,000 shares of Common Stock. On the
effective date of the Plan, each non-employee director of the Company who did
not otherwise receive compensation from the Company received an option to
purchase 10,000 shares of Common Stock. In 2001, the Company's stockholders
voted to approve an amendment to the Plan (as amended, the "Amended Plan"),
which increased the number of shares of Common Stock authorized for issuance
thereunder to 225,000 shares. The Amended Plan provides for an initial option
grant to purchase 15,000 shares of Common Stock (increased from 10,000 shares
under the Plan) to each new non-employee director upon his or her initial
election to the Board of Directors. These option grants vest in equal monthly
installments over a three-year period. In addition to this initial grant, the
Amended Plan provides for annual grants of stock options to purchase 5,000
shares of Common Stock (increased from 2,500 shares under the Plan) to each
eligible director, other than to a director who receives an initial grant of
options in the same year. These annual option grants become fully vested six
months after the date of grant. The exercise price of options granted under the
Amended Plan is equal to the fair market value of the Common Stock on the date
of grant. In the event an optionee ceases to serve as a director, each option
may be exercised by the optionee for the portion then exercisable at any time
within one year after the optionee ceases to serve as a director of the Company.


                                       5

<PAGE>

Executive Compensation

                           Summary Compensation Table

     The following table sets forth certain information concerning the
compensation for each of the last three years for the Company's Chief Executive
Officer and its other most highly compensated executive officers whose total
annual salary and bonus exceeded $100,000 in the year ended December 31, 2001
(collectively, the "Named Executives").

<TABLE>
<CAPTION>
                                                        Annual                          Long-Term
                                                     Compensation                   Compensation Awards
                                           -----------------------------------      -------------------
                                                                                    Number of Securities    All Other
                                                         Salary          Bonus        Underlying Stock     Compensation
Name and Principal Position                 Year           ($)            ($)          Options (#)(1)         ($)(2)
---------------------------                 ----         ------          -----      --------------------   ------------
<S>                                        <C>        <C>              <C>          <C>                    <C>
John E. Ahern ........................      2001      $313,750(3)      $100,000          112,500(4)             --
   President and Chief                      2000        83,270(5)        25,000          162,500(6)             --
   Executive Officer


Richard E. Davis .....................      2001       153,340(7)        78,750          122,500(8)             --
    Chief Financial Officer
</TABLE>

----------
(1)  The Company has never granted any stock appreciation rights.

(2)  In accordance with the rules of the Securities and Exchange Commission,
     other compensation in the form of perquisites and other personal benefits
     has been omitted in those instances where such perquisites and other
     personal benefits did not exceed the lesser of $50,000 or ten percent of
     the total of annual salary and bonus for the Named Executive in question
     for the fiscal year.

(3)  Reflects a base salary of $300,000 for the period January 1, 2001 through
     September 20, 2001 and $350,000 for the period September 21, 2001 through
     December 31, 2001. See "Executive Compensation--Employment and Severance
     Agreements."

(4)  Consists of an option to purchase 12,500 shares of Common Stock at an
     exercise price of $2.07 per share, an option to purchase 50,000 shares of
     Common Stock at an exercise price of $6.15 per share, and an option to
     purchase 50,000 shares of Common Stock at an exercise price of $7.07 per
     share, which option was granted in February 2002 as a 2001 bonus.

(5)  Represents Mr. Ahern's compensation for the period commencing on the date
     when Mr. Ahern joined the Company (September 21, 2000) and ending on
     December 31, 2000. Mr. Ahern's annualized base salary for 2000 was
     $300,000. See "Executive Compensation--Employment and Severance
     Agreements".

(6)  Consists of an option to purchase 150,000 shares of Common Stock at an
     exercise price of $2.156 per share, which option represents a signing bonus
     (see "Executive Compensation--Employment and Severance Agreements"), and an
     option to purchase 12,500 shares of Common Stock at an exercise price of
     $1.31 per share, which option was granted in February 2001 as a 2000 bonus.

(7)  Represents Mr. Davis' compensation for the period commencing on March 12,
     2001 and ending on December 31, 2001. Mr. Davis' annualized base salary for
     2001 was $190,000. See "Executive Compensation--Employment and Severance
     Agreements".

(8)  Consists of an option to purchase 85,000 shares of Common Stock at an
     exercise price of $1.25 per share, which option represents a signing bonus
     (see "Executive Compensation--Employment and Severance Agreements"), an
     option to purchase 7,500 shares of Common Stock at an exercise price of
     $1.76 per share, and an option to purchase 30,000 shares of Common Stock at
     an exercise price of $6.15 per share.


                                       6

<PAGE>

                        Option Grants in Last Fiscal Year

     The following table sets forth certain information concerning grants of
stock options made during the year ended December 31, 2001 to each of the Named
Executives.

<TABLE>
<CAPTION>
                                                            Individual Grants
                                       ------------------------------------------------------------
                                                         Percentage                                       Potential Realizable
                                                          of Total                                          Value at Assumed
                                         Number of         Options                                        Annual Rates of Stock
                                        Securities       Granted to      Exercise or                     Price Appreciation for
                                        Underlying        Employees      Base Price                          Option Term(2)
                                          Options         in Fiscal       per Share     Expiration      ------------------------
      Name                              Granted (#)       Year (%)      ($/share)(1)       Date           5%($)          10%($)
      ----                              -----------       --------      ------------    ----------        -----          ------
<S>                                     <C>              <C>            <C>             <C>             <C>             <C>
John E. Ahern ........................   12,500(3)           1.87%         $2.07         4/26/11        $ 16,273        $ 41,238
                                         50,000              7.47           6.15         11/5/11         193,385         490,076
Richard E. Davis .....................   85,000             12.70           1.25         2/14/11          66,820         169,335
                                          7,500              1.12           1.76         3/16/11           8,301          21,037
                                         30,000              4.48           6.15         11/5/11         116,031         294,045
</TABLE>

--------

(1)  The exercise price is equal to the fair market value of the Company's
     Common Stock on the date of grant.

(2)  Amounts represent hypothetical gains that could be achieved for the
     respective options if exercised at the end of the option term. These gains
     are based on assumed rates of stock appreciation of 5% and 10% compounded
     annually from the date the respective options were granted to their
     expiration date. The gains shown are net of the option exercise price but
     do not include deductions for taxes or other expenses associated with the
     exercise of the option or the sale of the underlying shares. Actual gains,
     if any, on stock option exercises will depend on the future performance of
     the Common Stock, the option holder's continued employment through the
     option period and the date on which the options are exercised.

(3)  Excludes Mr. Ahern's option to purchase 50,000 shares of Common Stock at an
     exercise price of $7.07 per share which was granted in February 2002 as a
     2001 bonus.





                                       7

<PAGE>

                   Aggregated Option Exercises in Last Fiscal
                     Year and Fiscal Year-End Option Values

     The following table sets forth, for each Named Executive, the number of
shares of Common Stock acquired upon exercise of options during the year ended
December 31, 2001, the aggregate dollar value realized upon such exercise and
the number and value of unexercised options held by each Named Executive on
December 31, 2001.

<TABLE>
<CAPTION>
                                 Number of
                                   Shares
                                  Acquired
                                     on            Value           Number of Securities            Value of Unexercised
                                  Exercise       Realized         Underlying Unexercised          In-the-Money Options at
       Name                         (#)           ($)(1)      Options at December 31, 2001(#)    December 31, 2001 ($)(2)
       ----                      ---------       --------      -------------------------------    ------------------------
                                                               Exercisable     Unexercisable   Exercisable    Unexercisable
                                                               -----------     -------------   -----------    -------------
<S>                               <C>            <C>          <C>              <C>             <C>            <C>
John E. Ahern (3) ...........        --            $--              52,604          172,396       $329,310       $898,790
Richard E. Davis (4) ........        --             --              18,333          104,167        128,935        602,240
</TABLE>

----------

(1)  Represents the difference between the exercise price and the fair market
     value of the Common Stock on the date of exercise.

(2)  Represents the difference between the last reported sale price per share of
     the Common Stock on December 31, 2001, the last day of trading prior to the
     year end ($8.45 per share), as reported on the Nasdaq National Market, and
     the option exercise price, multiplied by the number of shares underlying
     the options.

(3)  Exercisable consists of options to purchase 46,875 shares at an exercise
     price of $2.156 per share, 2,604 shares at $1.31 per share, 2,083 shares at
     $2.07 per share, and 1,042 shares at $6.15 per share. Unexercisable
     consists of options to purchase 103,125 shares at an exercise price of
     $2.156 per share, 9,896 shares at $1.31 per share, 10,417 shares at $2.07
     per share and 48,958 shares at $6.15 per share.

(4)  Exercisable consists of options to purchase 17,708 shares at an exercise
     price of $1.25 per share and 625 shares at $6.15 per share. Unexercisable
     consists of options to purchase 67,292 shares at an exercise price of $1.25
     per share, 7,500 shares at $1.76 per share and 29,375 shares at $6.15 per
     share.


                                       8

<PAGE>

                      Equity Compensation Plan Information

     The following table provides information about the securities authorized
for issuance under the Company's equity compensation plans as of December 31,
2001:

<TABLE>
<CAPTION>
                                                                         Weighted-average       Number of securities remaining
                                           Number of securities to be    exercise price of    available for future issuance under
                                            issued upon exercise of         outstanding            equity compensation plans
                                              outstanding options,       options, warrants      (excluding securities reflected
                                              warrants and rights            and rights                  in column (a))
             Plan Category                            (a)                       (b)                           (c)
             -------------                 --------------------------    -----------------    -----------------------------------
<S>                                        <C>                           <C>                  <C>
Equity compensation plans approved by
  security holders ......................          1,168,637                   $2.98                        1,038,297

Equity compensation plans not approved
  by security holders ...................            506,214                   $2.71                                0
                                                   ---------                   -----                        ---------

      Total .............................          1,674,851                   $2.90                        1,038,297
                                                   =========                   =====                        =========
</TABLE>


     Set forth below is a summary of the nonqualified options to purchase shares
of the Company's Common Stock granted by the Company to various officers,
directors, employees and consultants.

     In December 1993, the Company granted an option to purchase 26,315 shares
to Jack Reinstein, former Chief Financial Officer and former director of the
Company. The exercise price of the option was $0.76 per share. The option was
fully vested on the date of grant and expires on December 15, 2003.

     In May 1994, the Company granted an option to purchase 13,157 shares to
each of Mr. Reinstein and Mr. Segel, a former director of the Company. The
exercise price of each option is $1.14 per share. The options vested fully one
year from the date of grant and expire on May 31, 2004.

     In October 1995, the Company granted an option to purchase 184,210 shares
to C. Leonard Gordon, a former officer and former director of the Company. The
exercise price of the option is $2.15 per share. Of this option, 105,263 shares
vested immediately; 39,473 shares vested over three years commencing with the
closing of the acquisition of Innerventions by the Company in February 1996; and
39,473 shares vested over three years commencing with the closing of the
Company's convertible stock offering in February 1996. The option expires on
October 13, 2002.

     In October 1995, the Company granted an option to purchase 26,315 shares to
each of Mr. Gordon, Mr. Reinstein, Mr. Segel and Morris Simon (a former director
of the Company), and granted an additional option to purchase 13,157 shares to
Mr. Simon. The exercise price of the options is $2.15 per share. The options
vested monthly over 36 months and expire on October 13, 2002.

     In February 1996, the Company granted an option to purchase 52,631 shares
to Carol Ryan, the Company's Vice President of Research and Development. The
exercise price of the option is $2.15 per share. The option vested monthly over
36 months and expires on February 26, 2006.

     In April 1997, the Company granted an option to purchase 10,000 shares to
Robert Brown, a former officer and current director of the Company. The exercise
price of the option was $10.50 per share. The option vested immediately as to
1,389 shares and monthly over 31 months for the remaining 8,611 shares and
expires on April 28, 2007.


                                       9

<PAGE>

     In February 1998, the Company granted an option to purchase 25,000 shares
to Mr. Simon. The exercise price of the option is $10.50 per share. The option
vests upon the completion of certain milestones and expires on February 13,
2008.

Employment and Severance Agreements

     The Company entered into an employment agreement, dated as of September 21,
2000, with John E. Ahern, the Company's President, Chief Executive Officer and
Chairman of the Board of Directors, providing for a term of employment
commencing on September 21, 2000 and ending on December 31, 2002. Pursuant to
this agreement, Mr. Ahern received a salary of $300,000 per year, which was
increased to $350,000 per year effective as of the first anniversary of his
commencement date pursuant to a vote of the Board of Directors on October 3,
2001. Upon the execution of the agreement, the Company granted Mr. Ahern a stock
option to purchase an aggregate of 150,000 shares of the Company's Common Stock
at an exercise price of $2.156 per share. This option grant will, to the maximum
extent permissible under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), constitute an incentive stock option. The option grant
will vest in 48 equal monthly installments on each monthly anniversary of the
date of grant. Mr. Ahern is also entitled to receive certain performance-based
bonuses and equity awards relating to profit and other performance goals. Under
his employment agreement, Mr. Ahern is entitled to receive annual bonuses
consisting of a cash bonus of up to $100,000 and a stock option to purchase up
to 50,000 shares of Common Stock. Pursuant to a vote of the Board of Directors
on October 3, 2001, the maximum amount of annual bonus Mr. Ahern may earn for
performance in 2002 was increased to up to $150,000 in cash and a stock option
to purchase up to 100,000 shares of Common Stock. For the year ended December
31, 2001, Mr. Ahern received a bonus of $100,000 and a stock option grant to
purchase 50,000 shares of Common Stock. Any equity award granted to Mr. Ahern as
a bonus will:

     o    have an exercise price equal to the closing price of the Common Stock
          on the date of grant;

     o    to the maximum extent permissible under Section 422 of the Code,
          constitute incentive stock options, with any balance of the options to
          be treated as non-statutory stock options; and

     o    vest in 48 equal monthly installments on each monthly anniversary of
          the date of grant.

     Mr. Ahern has agreed not to compete with the Company for a period of one
year after he ceases to be employed by the Company.

     The Company entered into an employment agreement, dated as of February 14,
2001, with Richard E. Davis, the Company's Vice President and Chief Financial
Officer, for a term of three years. Pursuant to this agreement, Mr. Davis
received a salary of $190,000 per year, which was increased to $225,000
effective as of February 14, 2002 by Mr. Ahern pursuant to discretion granted to
Mr. Ahern under such agreement. Upon execution of the agreement, the Company
granted Mr. Davis a stock option to purchase an aggregate of 85,000 shares of
the Company's Common Stock at an exercise price of $1.25 per share. The option
grant will, to the maximum extent permissible under Section 422 of the Code,
constitute an incentive stock option. The option grant will vest in 48 equal
monthly installments on each monthly anniversary of the date of such option
grant. In addition, Mr. Davis is entitled to receive an annual bonus provided
that he has satisfied certain financial and performance goals and that the
Company has achieved an agreed upon profit margin. For the year ended December
31, 2001, Mr. Davis received a cash bonus of $78,750. Mr. Davis has agreed not
to compete with the Company for a period of one year after he ceases to be
employed by the Company.


                                       10

<PAGE>

Report of the Joint Compensation and Options Committee

     The Joint Compensation and Options Committee of the Board of Directors has
furnished the following report on executive compensation.

     The Joint Compensation and Options Committee, which consists of Ms.
Clarkson (who serves as Chair) and Messrs. Brown and Martin, reviews, recommends
and determines the annual bonus, stock options and other benefits, direct and
indirect, of the senior executives and reviews new executive compensation
programs and establishes and periodically reviews policies for the
administration of executive compensation programs. In addition, the Joint
Compensation and Options Committee establishes and periodically reviews policies
in the area of management perquisites and makes stock option grants to employees
of the Company as recommended by the Chief Executive Officer of the Company,
within the parameters of the established plans.

     The Company's executive compensation program is designed to maximize the
performance of the Company's executive officers and, thereby, maximize the
Company's achievement of its business goals and improve stockholder returns.
Executive compensation consists of a combination of base salary, annual cash
bonuses and merit-based stock incentives. The Joint Compensation and Options
Committee considers merit-based stock incentives to be a critical component of
an executive's compensation package for purposes of helping to align that
executive's interests with stockholder interests.

     Compensation Philosophy

     The objectives of the executive compensation program are to align executive
compensation with business objectives and individual performance and to enable
the Company to attract, retain and reward executive officers who are expected to
contribute to the long-term success of the Company. The Company's executive
compensation philosophy is based on the principles of competitive and fair
compensation and sustained performance.

     o    Competitive and Fair Compensation

          The Company is committed to providing an executive compensation
          program that helps attract and retain highly qualified executives. To
          ensure that compensation is competitive, the Company compares its
          compensation practices with those of similar companies in its industry
          and sets the Company's compensation guidelines based on this review.
          The Joint Compensation and Options Committee believes that
          compensation for the Company's executive officers is within the range
          of compensation paid to executives with comparable qualifications,
          experience and responsibilities in the same or similar businesses and
          in companies of comparable size and success. The Joint Compensation
          and Options Committee also strives to achieve equitable relationships
          both among the compensation of individual officers and between the
          compensation of officers and other employees throughout the Company.

     o    Sustained Performance

          Executive officers are rewarded based upon corporate performance and
          individual performance. Corporate performance is evaluated by
          reviewing the extent to which the Company's goals relating to its
          strategic, scientific and business plans have been met, including such
          factors as meeting budgeted financial targets, continued innovation in
          the development of the Company's technologies and formation of new
          business alliances and acquisitions. Individual performance is
          evaluated by reviewing the attainment of specified individual
          objectives.

     In evaluating each executive's performance, the Joint Compensation and
Options Committee generally:

     o    sets Company and individual goals and objectives at the beginning of
          the year;

     o    evaluates and communicates the Company's assessment of the executive's
          performance and contributions to the Company; and








                                       11

<PAGE>

     o    reviews base salary levels and determines cash bonuses and stock
          compensation awards based on the foregoing, taking into account the
          comparative compensation practices of other companies in its industry.

     Components of Executive Compensation

     Annual compensation for the Company's executives generally consists of
three elements - base salary, annual cash bonuses and merit-based stock
incentives.

     Base salaries of the Company's executives are generally set by reviewing
compensation for competitive positions in the market and the historical
compensation levels of the particular executive. Payment of bonus awards is
based on the Company's financial performance as well as on individual
performance measured against targeted performance and various additional
performance criteria. Seventy-five percent of each executive's bonus
compensation is based on the Company's objective achievement of financial goals
established by the Board of Directors. The remaining twenty-five percent of each
executive's bonus compensation is based on a subjective assessment of certain
targeted performance criteria which vary for each executive based on his or her
area of responsibility. Subjective performance criteria include an executive's
ability to motivate others, develop the skills necessary to grow as the Company
matures, recognize and pursue new business opportunities and initiate programs
to enhance the Company's growth and success.

     Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program, which is
currently administered by the Joint Compensation and Options Committee, is
designed to align the long-term interests of the Company's employees and its
stockholders and to assist in the retention of executives. The size of option
grants is generally intended to reflect the executive's position with the
Company and his contributions to the Company, including his or her success in
achieving the individual performance criteria described above. Options generally
vest over a four-year period in order to encourage the retention of key
employees. When granting stock options, the Company has generally fixed the
exercise price of such options at 100% of the fair market value of the Common
Stock on the date of grant. During 2001, all current executive officers were
granted options to purchase an aggregate of 185,000 shares of Common Stock, at a
weighted average exercise price of $3.45 per share.

     Compliance with Internal Revenue Code Section 162(m)

     Section 162(m) of the Code generally disallows a tax deduction to public
companies for certain compensation in excess of $1 million paid to a
corporation's chief executive officer and four other most highly compensated
executive officers. Certain compensation, including qualified performance-based
compensation, will not be subject to the deduction limit if certain requirements
are met. The Company does not currently meet these requirements and therefore
the Company currently expects that it will be subject to the limitations of
Section 162(m) if the Company pays certain compensation in excess of $1 million.

     Mr. Ahern's 2001 Compensation

     Mr. Ahern became the President, Chief Executive Officer and Chairman of the
Board of Directors on September 21, 2000. Pursuant to the terms of Mr. Ahern's
employment agreement, the Company paid Mr. Ahern a base salary of $313,750
during 2001, which corresponds to a $300,000 annual salary rate for January 1,
2001 through September 20, 2001, and a $350,000 annual salary rate for September
21, 2001 through December 31, 2001. In connection with bonus payments or other
awards to Mr. Ahern, the Board of Directors established certain targets to be
measured against actual performance at year end. In addition to a subjective
assessment of the Company's overall performance at year end, the Board of
Directors established certain specific performance targets relating to

     o    the Company's cash position;

     o    the profitability of each of its neurosciences business unit and its
          cardiovascular business unit; and

     o    the resolution of certain outstanding litigation.

     After reviewing the Company's actual year-end results against these
targets, the Joint Compensation and Options Committee determined that Mr. Ahern
had met or exceeded each of them. Accordingly, the Joint Compensation and



                                       12

<PAGE>

Options Committee authorized the Company to pay Mr. Ahern a cash bonus of
$100,000 and granted an option to purchase 50,000 shares of Common Stock at an
exercise price equal to $7.07 per share which corresponds to the fair market
value of the Common Stock on the date of grant. Mr. Ahern did not participate in
the Joint Compensation and Options Committee's consideration of his 2001 bonus
compensation.

     On October 3, 2001, the Board of Directors, upon recommendation by the
Joint Compensation and Options Committee, voted to increase Mr. Ahern's annual
salary commencing on his first anniversary date to $350,000 per year and to
provide him with the potential to earn a bonus consisting of a stock option to
purchase up to 100,000 shares of Common Stock and a cash bonus of up to $150,000
for performance in 2002. Mr. Ahern did not participate in the Board of
Directors' consideration of his salary and bonus.

     In recognition of the successful completion of the sale of the Company's
vena cava filter product line to C.R. Bard, Inc. on November 5, 2001, the Board
of Directors voted to grant Mr. Ahern an option to purchase 50,000 shares of
Common Stock at an exercise price equal to $6.15 per share, which price
corresponds to the fair market value of the Common Stock on the date of grant.
Mr. Ahern did not participate in the Board of Directors' consideration of this
grant.

                                        Joint Compensation and Options Committee

                                                       Cheryl L. Clarkson, Chair
                                                                 Robert G. Brown
                                                               Francis J. Martin


                                       13

<PAGE>

Stock Performance Graph

     The following graph compares the cumulative total stockholder return on the
Common Stock from December 31, 1996 (the last trading day before the beginning
of the Company's fifth preceding fiscal year) through December 31, 2001 with the
cumulative total return during this period of (i) The Nasdaq Stock Market - U.S.
Index and (ii) The S&P Health Care (Medical Products and Supplies) Index. This
graph assumes the investment of $100 on December 31, 1996 in the Common Stock
and in each of the indices listed above, and assumes dividends are reinvested.




                              [GRAPH APPEARS HERE]




                             CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>

=========================================================================================================
                              12/1996       12/1997      12/1998      12/1999      12/2000      12/2001
---------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>          <C>          <C>          <C>
NMT Medical, Inc. ..........   $100         $ 64.00      $ 30.00      $ 23.00      $  9.25      $ 67.60
---------------------------------------------------------------------------------------------------------
Nasdaq Stock Market-
 U.S. Index.................   $100         $122.48      $172.68      $320.89      $193.01      $153.15
---------------------------------------------------------------------------------------------------------
S&P Health Care
 (Medical Products and
 Supplies) Index............   $100         $122.94      $174.08      $160.46      $235.55      $223.60
=========================================================================================================
</TABLE>





                                       14

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information as of February 15, 2002
with respect to the beneficial ownership of the Common Stock by (i) each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) each director and nominee for director of the Company,
(iii) each executive officer of the Company named in the Summary Compensation
Table set forth under the caption "Executive Compensation" and (iv) all
directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
                                                          Number of               Percentage of
                                                           Shares                  Outstanding
                                                        Beneficially                  Common
Name and Address of Beneficial Owner (1)                  Owned (2)                  Stock (3)
----------------------------------------                ------------              -------------
<S>                                                     <C>                       <C>
Entities affiliated with Whitney & Co. (4) ....          2,504,010                    22.16%
     177 Broad Street
     Stamford, CT 06901

State of Wisconsin Investment Board (5) .......            677,500                     6.00%
     P.O. Box 7842
     Madison, WI  53707

Dimensional Fund Advisors Inc. (6) ............            649,500                     5.75%
     1299 Ocean Avenue, 11th Floor
     Santa Monica, CA  90401

Robert G. Brown (7) ...........................            143,668                     1.27%
     217 Echo Drive
     Jupiter, FL 33458

John E. Ahern (8) .............................             74,895                       *

Richard E. Davis (9) ..........................             32,578                       *

R. John Fletcher (10) .........................             25,000                       *
     c/o Fletcher Spaght, Inc.
     222 Berkeley Street
     Boston, MA 02116-3761

Cheryl L. Clarkson (11) .......................              8,889                       *
     c/o Skinhealth, Inc.
     233 Needham St., Suite 300
     Newton, MA 02464

Francis J. Martin (12) ........................              8,889                       *
     c/o Florence Medical Ltd.
     869 Worcester St
     Wellesley, MA 02482

James E. Lock, M.D. (13) ......................                833                       *
     c/o Children's Hospital
     300 Longwood Avenue
     Boston, MA 02115

Harry A. Schult (14) ...........................                 0                       *
     c/o Watch Hill Partners
     50 Park Row West
     Providence, RI 02903

All current directors and executive
     officers of the Company as
     a group (8 persons) (15) ..................           294,752                     2.57%
</TABLE>

----------------


                                       15

<PAGE>


 *   Less than 1%

(1)  Except as otherwise indicated, the address of each beneficial owner is c/o
     NMT Medical, Inc., 27 Wormwood Street, Boston, MA 02210-1625.

(2)  The number of shares of Common Stock beneficially owned by each holder
     named above is determined under the rules of the Securities and Exchange
     Commission, and the information is not necessarily indicative of beneficial
     ownership for any other purpose. Under these rules, beneficial ownership
     includes any shares as to which the holder has sole or shared voting power
     or investment power and any shares which the holder has the right to
     acquire within 60 days after February 15, 2002 through the exercise of any
     stock option or other right. Unless otherwise indicated, each holder has
     sole investment and voting power (or shares such power with an affiliate)
     with respect to the shares set forth in the table. The inclusion herein of
     any shares deemed beneficially owned does not constitute an admission of
     beneficial ownership of those shares.

(3)  The number of shares deemed outstanding for the purpose of calculating
     these percentages consists of the 11,299,076 shares of Common Stock
     outstanding on February 15, 2002 plus any shares of Common Stock issuable
     to the holder in question within 60 days after February 15, 2002 upon
     exercise of stock options or any other rights.

(4)  The number of shares owned by Whitney & Co., a New York limited partnership
     ("Whitney"), and entities affiliated with Whitney, consists of 1,829,010
     shares held of record by Whitney Equity Partners, L.P., a Delaware limited
     partnership ("Equity Partners"), 561,207 shares held of record by Whitney
     Subordinated Debt Fund, L.P., a Delaware limited partnership ("Debt Fund"),
     and 113,793 shares held of record by Whitney. Each of Whitney, Equity
     Partners and Debt Fund disclaims beneficial ownership of the shares held by
     the other two partnerships. This information is derived from information
     provided as of February 15, 2002 by Whitney.

(5)  This information is derived from a Schedule 13G/A filed with the Securities
     and Exchange Commission on February 13, 2002, and supplemented by
     information provided as of February 26, 2002 by State of Wisconsin
     Investment Board.

(6)  This information is derived from a Schedule 13G/A filed with the Securities
     and Exchange Commission on February 12, 2002, and supplemented by
     information provided as of February 26, 2002 by Dimensional Fund Advisors
     Inc. ("Dimensional"). Dimensional, an investment advisor registered under
     Section 203 of the Investment Advisors Act of 1940, furnishes investment
     advice to four investment companies registered under the Investment Company
     Act of 1940, and serves as investment manager to certain other investment
     vehicles, including commingled group trusts (these investment companies and
     investment vehicles are the "Portfolios"). In its role as investment
     advisor and investment manager, Dimensional possessed both investment and
     voting power over 649,500 shares of Common Stock as of December 31, 2001.
     The Portfolios own all securities reported in this statement, and
     Dimensional disclaims beneficial ownership of such securities.

(7)  Includes 15,278 shares of Common Stock issuable to Mr. Brown within 60 days
     after February 15, 2002 upon exercise of stock options.

(8)  Includes 67,968 shares of Common Stock issuable to Mr. Ahern within 60 days
     after February 15, 2002 upon exercise of stock options and 1,000 shares of
     Common Stock held by Vanguard Fiduciary Trust FBO John E. Ahern.

(9)  Includes 29,792 shares of Common Stock issuable to Mr. Richard E. Davis
     within 60 days after February 15, 2002 upon exercise of stock options.

(10) Consists of 25,000 shares of Common Stock issuable to Mr. Fletcher within
     60 days after February 15, 2002 upon exercise of stock options. Excludes
     shares and exercisable warrants to purchase shares held by Fletcher Spaght,
     Inc.

(11) Consists of 8,889 shares of Common Stock issuable to Ms. Clarkson within 60
     days of February 15, 2002 upon exercise of stock options.

(12) Consists of 8,889 shares of Common Stock issuable to Mr. Martin within 60
     days of February 15, 2002 upon exercise of stock options.

(13) Consists of 833 shares of Common Stock issuable to Dr. Lock within 60 days
     after February 15, 2002 upon exercise of stock options.

(14) Appointed a director of the Company on May 2, 2002.

(15) Includes an aggregate of 156,649 shares of Common Stock issuable upon
     exercise of stock options within 60 days after February 15, 2002 that are
     held by all current directors and executive officers as a group as of
     February 15, 2002.



                                       16

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                      NMT MEDICAL, INC.

                                      By:  /s/ Richard E. Davis
                                           -------------------------------------
                                           Richard E. Davis
                                           Secretary and Chief Financial Officer

Dated:   May 20, 2002




                                       17