<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    Form 10-K

  ___X___Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the fiscal year ended December 31, 1996 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
                                     0-27880

                          CardioThoracic Systems, Inc.
                         ------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                                     94-3228757
                  --------                                     ----------
          (State or Other Jurisdiction of                   (I.R.S. Employer
          Incorporation or Organization)                    Identification No.)

        10600 N. Tantau Ave., Cupertino, CA                     95014-0739
        -----------------------------------                     ----------
      (Address of Principal Executive Offices)                  (Zip Code)

     Registrant's telephone, including area code: (408) 342-1700
     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
                           -----------------------------
                                  (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 requirements for the past 90 days.  Yes ___X___ No_______

Indicate by check mark if disclosures 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 value of voting stock held by nonaffiliates of the Registrant was
approximately $166,549,000 as of March 13, 1997 based upon the closing price of
the Registrant's common stock reported for such date on the Nasdaq National
Market.  Shares of common stock held by each executive officer and director and
by each person who owns 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed affiliates.  The determination of
affiliate status is not necessarily a conclusive determination for other
purposes.  As of March 13, 1997, the Registrant had outstanding 13,395,755
shares of the Common Stock.


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                       DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Annual Report to shareholders for Registrant's 1996 fiscal year,
filed as an exhibit hereto, are incorporated by reference into Parts II and IV
hereof; and parts of the Proxy Statement for Registrant's 1997 Annual Meeting of
Shareholders, to be filed with the Commission on or before 120 days after the
end of the 1996 fiscal year, are incorporated by reference into Part III hereof.





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                                     PART I
ITEM 1.  BUSINESS

OVERVIEW

     CardioThoracic Systems Inc. ("CTS" or the "Company") develops,
manufactures, and markets  proprietary, disposable instruments and systems
for performing minimally invasive cardiothoracic surgery. The Company's
products are designed to enable the majority of cardiothoracic surgeons,
using their existing skills coupled with Company sponsored training, to
perform Minimally Invasive Direct Coronary Artery Bypass ("MIDCAB-TM-")
surgery, an emerging minimally invasive revascularization procedure performed
on a beating heart. The MIDCAB procedure eliminates the need for a heart-lung
machine and recent studies indicate that the MIDCAB procedure reduces the
trauma, procedural costs and post-surgical complications associated with
coronary artery bypass graft ("CABG") surgery while providing long-term
procedural success rates comparable to CABG surgery.

     The main components of the CTS MIDCAB-TM- System  include: the ACCESS
PLATFORM, which is designed to maximize access to the chest cavity through a
mini-thoracotomy; the STABILIZER, which is designed to isolate and minimize
the motion of the diseased artery; the LIMA LIFT, which is designed to offset
the ribs to provide a window into the chest cavity so the surgeon can harvest
the internal mammary artery (IMA); and the LIMA-LOOP, which is designed to
enable the surgeon to reach into the chest cavity through the
mini-thoracotomy and help isolate the IMA for harvest.

BACKGROUND

     Heart disease is the leading cause of death in America, with the
American Heart Association reporting in 1995 that an estimated 11.2 million
Americans have a history of coronary artery or other heart disease. Each
year, approximately 1.4 million patients undergo a revascularization
procedure to treat coronary artery disease. Coronary artery disease
(atherosclerosis) is caused by cholesterol and other fatty materials becoming
deposited on the walls of blood vessels, which form a build-up known as
plaque. The heart needs a constant supply of oxygen and nutrients, which are
carried by the blood in the coronary arteries. The accumulation of plaque
narrows the interior of the blood vessels, thereby reducing blood flow to the
heart muscle (the myocardium). When blood flow to the heart muscle becomes
insufficient, an injury occurs, which may result in a heart attack
(myocardial infarction) and often death.

     The heart has three main branches of coronary arteries: the left
anterior descending artery ("LAD"), which descends from the left across the
heart; the right coronary artery ("RCA"), which extends from the right of the
heart around to the back of the heart; and the left circumflex artery, which
extends from the left of the heart around to the back of the heart. The LAD
is the primary blood supply to the heart and supplies blood to a large amount
of the myocardium. Studies indicate that restoring blood flow to the LAD is
the single most important determinant of long-term, event-free survival.
Traditional treatments for coronary artery disease include drug therapy,
coronary artery bypass graft ("CABG") surgery and catheter-based treatments,
including balloon angioplasty, atherectomy and coronary stenting. CABG bypass
surgery is highly invasive and traumatic to the patient, but is considered
the most effective and long-lasting treatment for severe coronary artery
disease. While catheter-based treatments are less invasive, the procedures
are limited by high rates of restenosis, a renarrowing of the treated
coronary artery, which generally requires reintervention. Catheter-based


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treatments have been increasingly adopted because they are a less invasive
treatment alternative. There are approximately 800,000 catheter-based
procedures performed annually worldwide. Notwithstanding the introduction of
less invasive catheter-based treatments, the Company believes that the number
of patients treated by CABG surgery has continued to grow each year and that
more than 600,000 CABG procedures are performed annually worldwide. The
Company believes that many of the patients currently undergoing CABG surgery
or catheter-based treatments are candidates for the MIDCAB procedure.

     DRUG THERAPY

     Drug therapy is a non-invasive treatment to improve blood flow and
alleviate some of the symptoms associated with angina (chest pain). However,
while some drug therapies may inhibit continued plaque build-up in the
arteries, drug therapy is not a cure for heart disease. The various drugs
utilized include nitroglycerin, beta blockers, calcium channel blockers and
cholesterol lowering drugs. Although drug therapy is the least invasive
treatment currently available, it is typically expensive because it must be
chronically administered. Some patients suffer from side effects as well as
require future interventional procedures.

     CORONARY ARTERY BYPASS GRAFT SURGERY

     CABG surgery is a treatment for severe cases of coronary artery disease
in which blood vessel grafts are used to bypass the site of the blocked
artery. This procedure restores blood flow by routing around a blockage using
a healthy blood vessel from another part of the body. Although CABG surgery
is highly effective in treating coronary artery disease, it is a highly
invasive, traumatic and expensive procedure. In the United States the cost of
undergoing CABG is approximately $36,000. The average post-operative hospital
stay for a person undergoing a CABG procedure in the United States in 1994
was five to seven days, and the average recuperation period following
discharge from the hospital was approximately eight to ten weeks.

     The CABG procedure involves sawing the patient's sternum or breast bone
in half, creating a twelve inch incision (sternotomy) for the purpose of
exposing the patient's heart. The two halves are spread approximately six
inches apart with a steel sternal retractor, and the heart is exposed. With a
sternotomy, the heart is not directly under the incision and must be stopped
prior to being moved into position for the procedure. Cannulae (plastic
tubes) are inserted into the aorta and right atrium of the heart, a clamp is
placed on the aorta to stop blood flow, and the heart is connected to a
heart-lung machine to be slowly cooled and eventually stopped before the
grafting can occur. The heart-lung machine is a series of interconnected
specialty medical devices that together function as the patient's heart and
lungs by temporarily circulating and oxygenating blood while the patient's
own heart and lungs are rendered inactive. The patient's blood is circulated
through plastic tubes to reservoirs in the heart-lung machine where carbon
dioxide is removed, oxygen is replaced, and temperature is controlled. The
patient's circulation is maintained on the external equipment throughout much
of the CABG procedure, which averages three to six hours, depending on the
patient's condition and number of grafts that must be created. Often patients
undergo multiple vessel procedures, which may involve harvesting a saphenous
vein from the leg and bypassing several blockages to achieve
revascularization. When a saphenous vein is used as a graft, a continuous
incision is often made from the ankle to the thigh of a patient's leg, the
saphenous vein is dissected and removed, and the wound is sutured closed. A
study involving over 1,000 patients indicates that the open harvesting of the
saphenous vein (saphenectomy) results in wound healing impairment in
approximately 24% of patients. As an


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alternative to bypassing the blockage with a saphenous vein graft, an
internal mammary artery ("IMA"), can be grafted directly on the coronary
artery, bypassing the blocked section. At the conclusion of the CABG
procedure, cannulae and the heart-lung machine are removed, the sternal
halves are tied together with steel wire, and the skin is closed with suture
material.

     Despite the invasiveness and trauma of the procedure, CABG is considered
the most effective and long lasting treatment for severe coronary artery
disease. Over 85% of bypass grafts formed from saphenous veins are patent
(open) one year after surgery and over 60% are patent ten years after
surgery. Grafts using the internal mammary arteries have patency rates of
over 85% ten years after surgery and are well documented as being highly
resistant to atherosclerosis.

     While every effort is made to minimize potential adverse effects from a
procedure as traumatic as CABG surgery, published studies have shown that
approximately 68% of all CABG surgeries have some complications. Some of the
most severe complications can be attributed to the heart-lung machine
including strokes, multiple organ dysfunction, inflammatory complications,
respiratory failure and post-operative internal bleeding complications. It is
estimated that stroke, which can have devastating functional consequences,
occurs in approximately 5% of all CABG procedures. Another common
complication of the use of the heart-lung machine is cognitive dysfunction,
with patients experiencing significant loss of memory, attention span, verbal
fluency, and psychomotor speed, even as long as six months after CABG
surgery, regardless of attempts to mitigate or decrease the heart-lung
machine time and trauma.

     Severe complications related to CABG procedures can also result from the
sternotomy. Significant post-operative sternal infection usually requires
reoperation and excision of the sternum and muscle flap. The rate of wound
complications after sternotomy in a major study was 1.1% overall (72 patients
out of 6,504), with 10 of those 72 dying before being discharged from the
hospital. The patients with wound complications had a median length of
hospital stay of 43 days, and triple the hospital costs of patients without
such complications.

     CATHETER-BASED THERAPIES

     Catheter-based therapies, such as balloon angioplasty, atherectomy and
coronary stenting, have become increasingly popular and effective over the
last ten years. Balloon angioplasty is a procedure in which a balloon-tipped
intravascular catheter is inserted into the femoral artery through a small
incision in the upper thigh, is guided to the lesion (site of plaque) and
then inflated and deflated several times to reshape the plaque and increase
blood flow. Additional interventional devices for coronary artery disease
include atherectomy devices (devices that cut or ablate and remove plaque
from the arterial wall), laser catheter devices (devices that use laser
energy to reduce plaque in arteries) and coronary stents (expandable metal
frames that are positioned within the diseased area in the coronary artery to
maintain the vessel opening). These treatments occur in a catheterization
laboratory and are performed on a beating heart so they do not require a
heart-lung machine. As a result, the length of stay and recuperation period
are substantially less than those required with CABG. Currently, a common
form of catheter-based treatment involves the use of balloon angioplasty
followed by the placement of a coronary stent in the diseased artery. As a
result of these minimally invasive approaches, patients are typically
discharged within 24 to 48 hours and can return to a normal lifestyle within
several days.

     While less invasive and traumatic than CABG, catheter-based therapies
may not offer prolonged efficacy. Studies have indicated that within three to
six months after a balloon angioplasty,


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between 25% and 45% of patients experience restenosis (a renarrowing of the
treated coronary artery). In addition, 5% to 7% of coronary balloon
angioplasty patients experience abrupt reclosure of the treated vessel, which
may be caused in part by flaps or tears of plaque that occur in the course of
such treatment. In patients with multi-vessel coronary artery disease, a
randomized study has shown that within three years of receiving treatment,
only 7% of patients receiving CABG surgery required reintervention while 40%
of patients receiving balloon angioplasty required reintervention. Additional
studies have confirmed that approximately 20% of balloon angioplasty patients
with multi-vessel disease will undergo CABG surgery within one year of
receiving balloon angioplasty. However, the efficacy of catheter-based
treatments may be improving. Recent multi-center studies indicated that
restenosis rates after treatment with stents can be reduced by approximately
30% as compared to balloon angioplasty alone. Future advancements in stents
or other catheter-based treatments may further reduce restenosis rates.

     The average cost of a balloon angioplasty procedure in the United States
is approximately $15,000 or less than one-half of the average cost of CABG
surgery. In a recent study, the cost of balloon angioplasty was equivalent to
that of CABG three years after the procedure, primarily due to the expense of
reintervention for the balloon angioplasty patient. In addition, the use of
stenting greatly increases the cost of a catheter-based procedure. One study
indicated that the average cost per procedure for elective stenting was
approximately twice the cost of balloon angioplasty treatment without
stenting (or nearly equal to the cost of CABG surgery).

THE MIDCAB PROCEDURE

     Recently, a new procedure known as Minimally Invasive Direct Coronary
Artery Bypass ("MIDCAB") has been developed that applies the techniques of
minimally invasive intervention to CABG surgery. The Company believes that
this procedure will provide patients with minimally invasive advantages
similar to those of catheter-based procedures and clinical benefits
comparable to those of CABG procedures. The Company believes the MIDCAB
procedure offers the following benefits:

     ELIMINATES HEART-LUNG MACHINE.  Surgery is performed upon the beating
heart, eliminating the need for a heart-lung machine. The heart-lung machine
is a major contributing factor to the post-operative complications of CABG,
which include stroke, bleeding and respiratory complications.

     MINIMALLY INVASIVE.  Access to the heart is provided through a small
incision called a mini-thoracotomy, eliminating the need for a sternotomy, in
which a twelve inch incision is made by sawing through the sternum or
breastbone and spreading the ribcage apart to expose the heart. The healing
of the sternum adds significantly to the recovery time for a CABG procedure,
even in procedures without complications.

     PROVIDES DIRECT ACCESS.  Placement of the mini-thoracotomy provides
access to the heart and the internal mammary arteries, permitting grafts to
be performed under the surgeon's direct vision without the need for
endoscopic equipment.

     REDUCES COSTS.  Studies indicate that fewer complications result in
shorter hospital stays (approximately two days), less recuperation time
(approximately two weeks) and reduced patient trauma relative to CABG
surgery. The Company believes that the MIDCAB procedure represents a


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significant advancement in the delivery of coronary revascularization and
will provide patients, payors and providers with a cost-effective alternative
to existing interventional procedures.

     In the CTS MIDCAB procedure, the patient is placed under general
anesthesia and a mini-thoracotomy is made just below the patient's breast,
between the ribs. The procedure takes advantage of the fact that the heart
and the arteries are located directly under the incision, unlike a
conventional CABG procedure where the heart must be moved into position
during the procedure. The LIMA Lift is inserted into the mini-thoracotomy and
expanded to create an opening and offset the ribs. Under direct vision,
without the need for endoscopic equipment, the surgeon then dissects the IMA
from the chest wall. The IMA branches are gently exposed and are then clipped
and cauterized. After the IMA is harvested to a satisfactory length the LIMA
Lift is removed and the Access Platform is inserted into the chest opening. A
small incision is then made in the pericardium (a fibrous, fluid filled sac
that holds the heart in place in the chest cavity) and the coronary artery is
exposed. The CTS MIDCAB procedure requires only a small pericardial incision,
which allows the pericardium to continue to provide some support to the
heart. The surgeon positions the Stabilizer at the grafting site isolating it
and rendering it motionless. A small incision is made in coronary artery at
the site of the grafting, and the IMA artery is grafted, under the surgeon's
direct vision, onto the beating heart. After the grafting is complete, the
pericardium and the chest are sewn shut and the procedure is complete.

     Despite the potential benefits of the MIDCAB procedure for the treatment
of coronary heart disease, it is currently performed by only a small number
of cardiothoracic surgeons. The Company believes that most cardiothoracic
surgeons have been reluctant to attempt the MIDCAB procedure because of,
among other things, the difficulties of performing surgery on the beating
heart. Of the procedures performed to date, the vast majority have been
performed on a single artery, typically the LAD or, in substantially fewer
instances, the RCA, and an extremely limited number have been performed on
the circumflex artery. The LAD is the primary blood supply to the heart and
supplies a large amount of the myocardium. Studies indicate that restoring
blood flow to the LAD is the single most important factor in predicting
long-term, event-free survival. As a result, the Company believes that many
of the patients currently undergoing CABG surgery or catheter-based
treatments are candidates for the MIDCAB procedure. A significant percentage
of CABG procedures are performed on multiple vessels. To date, multiple
vessel MIDCAB procedures have only been performed on an extremely limited
basis, and there can be no assurance that the MIDCAB procedure will be
effectively utilized for multiple bypasses on a more frequent basis. The
Company is unable to predict how quickly, if at all, the MIDCAB procedure
will be adopted by the medical community or, if it is adopted, the number of
MIDCAB procedures that will be performed.

     Although the Company believes that the CTS MIDCAB procedure has
significant advantages over competing procedures, broad-based clinical
adoption of the procedure will not occur until physicians determine that the
procedure is an attractive alternative to current treatments for coronary
artery disease. The Company believes that physician endorsements will be
essential for clinical adoption of this procedure, and there can be no
assurance that any such endorsements will be obtained in a timely manner, if
at all. Clinical adoption will also depend upon the Company's ability to
facilitate training of cardiothoracic surgeons to perform minimally invasive
bypass surgery on a beating heart, and the willingness of such surgeons to
perform such a procedure. Patient acceptance of the procedure will depend in
part upon physician recommendations as well as other factors, including the
degree of invasiveness, the effectiveness of the procedure and rate and
severity of complications associated with the procedure as compared to other
treatments. Even if the clinical efficacy of the MIDCAB procedure is
established, physicians may elect not to recommend the procedure unless
acceptable reimbursement

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from health care payors is available. Health care payor acceptance may
require evidence of the cost effectiveness of the MIDCAB procedure as
compared to other currently available treatments. There can be no assurance
that the MIDCAB procedure will gain clinical adoption. Failure of the MIDCAB
procedure to achieve significant clinical adoption would have a material
adverse effect on the Company's business, financial condition and results of
operations.

THE CTS MIDCAB SYSTEM

     The Company's MIDCAB System is comprised of proprietary disposable
surgical instruments designed to facilitate the MIDCAB procedure. The Company
expects to accelerate the adoption of the MIDCAB procedure by marketing the
CTS MIDCAB System that enables the majority of cardiothoracic surgeons, using
their existing skills coupled with Company sponsored training, to perform the
MIDCAB procedure. The CTS MIDCAB System is designed to provide the necessary
access to the chest cavity, simplify the harvesting of the internal mammary
artery, and optimize the conditions necessary for a quality graft to be
performed on a beating heart. Key components of the CTS MIDCAB System include:

     THE ACCESS PLATFORM is designed to maximize access to the chest cavity
through a mini-thoracotomy. The Access Platform creates an operating window
into the chest cavity by smoothly retracting tissue and spreading the ribs
for optimal exposure of the heart and arteries with minimal patient trauma.

     THE STABILIZER incorporates feet that are attached by a radial arm to
the Access Platform. The Stabilizer is designed to apply slight pressure to
the myocardium and thereby isolate the diseased artery, minimize the motion
of the beating heart and permit the surgeon to complete the graft.

     THE LIMA-LIFT is a unique spreading system that offsets the ribs to
provide a window into the chest cavity so the surgeon can harvest the IMA
without using an endoscope.

     THE LIMA-LOOP enables a surgeon to reach into the chest to help isolate
the IMA for harvest.

     The CTS MIDCAB System  is expected to account for the great majority of
the Company's revenue for the foreseeable future. The Company has sold very
little product in 1996, and there can be no assurance that the Company is
capable of manufacturing the CTS MIDCAB System in commercial quantities at
acceptable costs.  Nor can there be any assurance that demand for the CTS
MIDCAB System will be sufficient to allow profitable operations. Failure of
the CTS MIDCAB System to be successfully commercialized would have a material
adverse effect on the Company's business, financial condition and results of
operations.

SALES, MARKETING AND DISTRIBUTION

     The Company markets its products principally to cardiac surgeons.  The
Company's initial marketing strategy is to generate broad based market
acceptance of the MIDCAB procedure and the CTS MIDCAB System by sponsoring
educational programs, surgeon training programs and cultivating relationships
with opinion leaders in cardiac surgery. The Company has established a
Scientific Advisory Board comprised of cardiothoracic surgery opinion leaders,
prominent surgeons and leading interventional cardiologists. The members of the
Scientific Advisory Board participates in


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Company-sponsored educational and training sessions, thereby encouraging
acceptance of the MIDCAB procedure among cardiothoracic surgeons and the
integration of the MIDCAB procedure into their hospital and surgical
practices.

     The Company currently has a direct sales force of eight people in the
United States which are supported by 6 clinical specialists. In December 1996
the Company established CardioThoracic Systems, GmBH, a wholly owned
subsidiary, in Dusseldorf Germany in order to build a direct sales and
marketing organization for Germany.  In other markets, the Company will be
selling its products primarily through distributors.

CUSTOMER TRAINING

     The Company believes that its Comprehensive Optimal Revascularization
(COR) training and education program plays a important role in the adoption
of the CTS MIDCAB procedure.  The Company has entered into agreements with
three cardiac surgical centers in the United States and three in Europe to
become COR Institutes.  The COR Institutes host a two-day, hands-on training
workshop presented by recognized authorities in minimally invasive cardiac
surgery.  The COR program teaches surgical teams key aspects of how to
perform a MIDCAB procedure using the CTS MIDCAB System.  When the surgical
team returns to their own hospital the Company's clinical specialist will
provide additional training as required.  In 1997 the Company plans on
establishing regional  COR  training programs in major metropolitan areas
throughout the United States at non-hospital sites in order to increase the
Company's ability to train surgeons.

RESEARCH AND DEVELOPMENT

     The Company is directing its research efforts toward development of
proprietary surgical instruments and systems for cardiothoracic minimally
invasive procedures, including coronary bypass, saphenous vein harvesting and
valve repair and reconstruction. In addition, the Company is researching
other methods of vessel attachment and stabilization of the beating heart.
Most of the products under development will require regulatory clearance or
approval prior to commercialization.  As of December 31, 1996, the Company's
research and development staff consisted of 28 full-time engineers and
technicians who have substantial experience in the development of medical
devices, including expertise in the application of mechanical and electrical
design principles to devices for cardiovascular applications. In addition,
several of the Company's scientific advisors have prominent roles in
directing the technical and medical research and development efforts at the
Company.  Research and development expenses for the year ended December 31,
1996 was $11.5 million.

MANUFACTURING

     To date, the Company's manufacturing activities have consisted only of
building small quantities of the CTS MIDCAB System. As a result, the Company
has no experience manufacturing the CTS MIDCAB System in the volumes that
would be necessary for the Company to achieve significant commercial sales.
There can be no assurance that reliable, high-volume manufacturing can be
established or maintained at commercially reasonable costs.

     The Company's manufacturing facilities will be subject to GMP regulations,
international quality standards and other regulatory requirements. Difficulties
encountered by the Company in


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manufacturing scale-up or failure by the Company to implement and maintain
its facilities in accordance with GMP regulations, international quality
standards or other regulatory requirements could entail a delay or
termination of production, which could have a material adverse effect on the
Company's business, financial condition and results of operations.

     The Company purchases most of the components for the CTS MIDCAB System
from various independent suppliers that are either standard components or are
built or molded to the Company's proprietary specifications.  In addition,
the Company contracts with third parties for the performance of certain
processes involved in the manufacturing cycle such as painting and finished
product sterilization. Some of these components and processes may only be
available from single-source vendors. Any prolonged supply interruption or
yield problems experienced by the Company due to a single-source vendor could
have a material adverse effect on the Company's ability to manufacture its
products under development until a new source of supply is qualified. As the
Company increases production, it may from time to time experience lower than
anticipated yields or production constraints, resulting in delayed product
shipments, which could adversely affect the Company's business, financial
condition and results of operations.

PATENTS AND PROPRIETARY RIGHTS

     The Company's ability to compete effectively will depend in part on its
ability to develop and maintain proprietary aspects of its technology. The
Company owns two issued United States patents. The issued patents do not
contain any claims that protect the CTS MIDCAB System. The Company is the
licensee of a United States patent application for bipolar electrosurgical
scissors that may be used in the IMA Harvester and the Saphenous Vein
Harvesting System. The Company has filed twenty-one U.S. patent applications
and various corresponding foreign patent applications. There can be no
assurance that any issued patents or any patents which may be issued as a
result of the Company's licensed patent application or United States and
international patent applications will provide any competitive advantages for
the Company's products or that they will not be successfully challenged,
invalidated or circumvented in the future. 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, use and sell its products either in the United
States or in international markets.

     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 or subject to interference proceedings declared by the United
States Patent and Trademark Office ("USPTO") to determine the priority of
inventions. The defense and prosecution of intellectual property suits, USPTO
interference proceedings and related legal and administrative proceedings are
both costly and time-consuming. Litigation may be necessary to enforce
patents issued to the Company, to protect trade secrets or know-how owned by
the Company or to determine the enforceability, scope and validity of the
proprietary rights of others. Any litigation 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, including any litigation that may arise against the
Company as described in "Legal Proceedings" below, could subject the Company
to significant liabilities to third parties or require the Company to seek
licenses from third parties or prevent the Company from selling its products in


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certain markets, or at all. Although patent and intellectual property
disputes regarding medical devices 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 the necessary licenses 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.

     Congress enacted legislation, which became effective October 1, 1996,
that places certain restrictions on the ability of medical device
manufacturers to enforce certain patent claims, relating to surgical and
medical methods, against medical practitioners. Such limitation in the
enforceability of patent claims, relating to medical and surgical methods,
against medical practitioners could have a material adverse effect on the
Company's ability to protect its proprietary methods and procedures against
medical practitioners.

     In addition to patents, the Company relies on trade secrets and
proprietary know-how, which it seeks to protect, in part, through
confidentiality and proprietary information agreements. There can be no
assurance that such confidentiality or proprietary information agreements
will not be breached, that the Company would have adequate remedies for any
breach, or that the Company's trade secrets will not otherwise become known
to or be independently developed by competitors.

COMPETITION

     The Company believes that the principal competitive factors in the
market for treatment of cardiovascular disease are safety, efficacy, ease of
use, reliability and cost effectiveness. The Company believes that the MIDCAB
procedure performed with the CTS MIDCAB System will be substantially less
costly than highly-invasive, traditional surgical procedures and may
ultimately replace these procedures in some applications. The Company
believes that the CTS MIDCAB System will enable surgeons to perform coronary
bypass surgery less invasively, in a shorter period of time and with reduced
patient trauma, resulting in reduced recuperation time in the ICU, shorter
hospital stays and faster recovery, as well as lower complication rates. As a
result, the Company believes that the CTS MIDCAB System will compete
favorably with respect to each of these factors, although no assurance can be
given that it will compete favorably.

     The medical device industry and the market for treatment of
cardiovascular disease, in particular, are characterized by rapidly evolving
technology and intense competition. A number of competitors including Johnson
& Johnson, Boston Scientific Corporation, Cordis Corporation, Guidant
Corporation and Medtronic, Inc. are currently marketing stents, catheters,
lasers, drugs and other less invasive means of treating cardiovascular
disease. Many of these less invasive treatments and CABG surgery are widely
accepted in the medical community and have a long history of safe and
effective use. Many of the Company's competitors have substantially greater
capital resources, name recognition and expertise in and resources devoted to
research and development, manufacturing and marketing and obtaining
regulatory clearances or approvals. Furthermore, competition in the emerging
market for minimally invasive cardiothoracic surgery is expected to be
intense and to increase. Heartport, Inc., Medtronic, Inc., Research Medical
Inc. and United States Surgical Corp. are marketing or have announced that
they are developing products to be used in minimally invasive coronary
procedures. There can be no assurance that the MIDCAB procedure will replace
any current treatments. Additionally, even if it is widely adopted, there can
be no assurance that the Company's competitors


                                       11
<PAGE>

will not succeed in developing alternative procedures and technologies,
competing devices to perform the same procedure or therapeutic drugs that are
more effective than the Company's products or that render the Company's
products or technologies obsolete or not competitive. In addition, there can
be no assurance that existing products for other surgical uses will not be
used in MIDCAB procedures. Such competition could have a material adverse
effect on the Company's business, financial condition and results of
operations.

GOVERNMENT REGULATION

     The medical devices to be marketed and manufactured by the Company are
subject to extensive regulation by the FDA, and, in some instances, by
foreign governments. Pursuant to the Federal Food, Drug, and Cosmetic Act of
1976, as amended, and the regulations promulgated thereunder (the "FDC Act"),
the FDA regulates the clinical testing, manufacture, labeling, distribution,
and promotion of medical devices. 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 approvals, and 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.

     In the United States, medical devices are classified into three classes
(Class I, II or III), on the basis of the controls deemed necessary by the
FDA to reasonably assure their safety and effectiveness. Under FDA
regulations, Class I devices are subject to general controls (for example,
labeling, premarket notification and adherence to good manufacturing
practices ("GMPs")) and Class II devices are subject to general and special
controls (for example, performance standards, postmarket surveillance,
patient registries and FDA guidelines). Generally, Class III devices are
those which must receive premarket approval by the FDA to ensure their safety
and effectiveness (for example, life-sustaining, life-supporting and
implantable devices, or new devices which have not been found substantially
equivalent to legally marketed devices).

     Before a new device can be introduced into the United States market, the
manufacturer must generally obtain marketing clearance through either a
510(k) premarket notification or a premarket approval ("PMA") application. A
510(k) clearance will be granted if the submitted information establishes
that the proposed device is "substantially equivalent" to a legally marketed
Class I or II medical device, or to a Class III medical device for which the
FDA has not called for a PMA. The FDA may determine that a proposed device is
not substantially equivalent to a legally marketed device, or that additional
information or data are needed before a substantial equivalence determination
can be made. A request for additional data may require that clinical studies
of the device's safety and efficacy be performed.

     Commercial distribution of a device for which a 510(k) premarket
notification is required can begin only after the FDA issues an order finding
the device to be "substantially equivalent" to a predicate device. The FDA
has recently been requiring a more rigorous demonstration of substantial
equivalence than in the past. It generally takes from four to twelve months
from the date of submission to obtain a 510(k) clearance, but it may take
longer. The FDA may determine that a proposed device is not substantially
equivalent to a legally marketed device, or that additional information is
needed before a substantial equivalence determination can be made.


                                       12
<PAGE>

     A "not substantially equivalent" determination, or a request for
additional information, could delay the market introduction of new products
that fall into this category and could have a materially adverse effect on
the Company's business, financial condition and results of operations. For
any of the Company's products that were cleared through the 510(k) process,
modifications or enhancements that could significantly affect the safety or
efficacy of the device or that constitute a major change to the intended use
of the device will require new 510(k) submissions.

     A PMA application must be filed if a proposed device is not
substantially equivalent to a legally marketed Class I or Class II device, or
if it is a Class III device for which the FDA has called for PMAs. A PMA
application must be supported by valid scientific evidence which typically
includes extensive data, including human clinical trial data to demonstrate
the safety and effectiveness of the device. The PMA application must also
contain the results of all relevant bench tests, laboratory and animal
studies, a complete description of the device and its components, and a
detailed description of the methods, facilities and controls used to
manufacture the device. In addition, the submission must include the proposed
labeling, advertising literature and training methods (if required).

     Upon receipt of a PMA application, the FDA makes a threshold
determination as to whether the application is sufficiently complete to
permit a substantive review. If the FDA determines that the PMA application
is sufficiently complete to permit a substantive review, the FDA will accept
the application for filing. Once the submission is accepted for filing, the
FDA begins an in-depth review of the PMA. An FDA review of a PMA application
generally takes one to two years from the date the PMA application is
accepted for filing, but may take significantly longer. The review time is
often significantly extended by the FDA asking for more information or
clarification of information already provided in the submission. During the
review period, an advisory committee, typically a panel of clinicians, will
likely be convened to review and evaluate the application and provide
recommendations to the FDA as to whether the device should be approved. The
FDA is not bound by the recommendations of the advisory panel. Toward the end
of the PMA review process, the FDA generally will conduct an inspection of
the manufacturer's facilities to ensure that the facilities are in compliance
with applicable GMP requirements.

     If the FDA's evaluations of both the PMA application and the
manufacturing facilities are favorable, the FDA will either issue an approval
letter or an approvable letter, which usually contains a number of conditions
that must be met in order to secure final approval of the PMA. When and if
those conditions have been fulfilled to the satisfaction of the FDA, the
agency will issue a PMA approval letter, authorizing commercial marketing of
the device for certain indications. If the FDA's evaluation of the PMA
application or manufacturing facilities are not favorable, the FDA will delay
approval of the PMA application or issue a "not approvable letter." The FDA
may also determine that additional clinical trials are necessary, in which
case PMA approval may be delayed for several years while additional clinical
trials are conducted and submitted in an amendment to the PMA. The PMA
process is expensive, uncertain and lengthy and a number of devices for which
FDA approval has been sought by other companies have never been approved for
marketing. Modifications to a device that is the subject of an approved PMA,
its labeling, or manufacturing process may require approval by the FDA of PMA
supplements or new PMAs. Supplements to a PMA often require the submission of
the same type of information required for an initial PMA, except that the
supplement is generally limited to that information needed to support the
proposed change from the product covered by the original PMA.

     If human clinical trials of a device are required in connection with either
a 510(k) premarket notification or a PMA, and the device presents a "significant
risk," the sponsor of the trial (usually the


                                       13
<PAGE>

manufacturer or the distributor of the device) is required to file an
investigational device exemption ("IDE") application prior to commencing
human clinical trials. The IDE application must be supported by data,
typically including the results of animal and laboratory testing. If the IDE
application is reviewed and approved by the FDA and one or more appropriate
Institutional Review Boards ("IRBs"), human clinical trials may begin at a
specific number of investigational sites with a specific number of patients,
as approved by the FDA. If the device presents a "nonsignificant risk" to the
patient, a sponsor may begin the clinical trial after obtaining approval for
the study by one or more appropriate IRBs, but not the FDA. Sponsors of
clinical trials are permitted to sell those devices distributed in the course
of the study provided such compensation does not exceed recovery of the costs
of manufacture, research, development and handling. An IDE supplement must be
submitted to and approved by the FDA before a sponsor or an investigator may
make a change to the investigational plan that may affect its scientific
soundness or the rights, safety or welfare of human subjects.

     Any products manufactured or distributed by the Company pursuant to the
FDA clearances or approvals are subject to pervasive and continuing
regulation by the FDA, including record keeping requirements and reporting of
adverse experiences with the use of the device. Device manufacturers are
required to register their establishments and list their devices with the FDA
and certain state agencies, and are subject to periodic inspections by the
FDA and certain state agencies. The FDC Act requires devices to be
manufactured in accordance with GMP regulations which impose certain
procedural and documentation requirements upon the Company with respect to
manufacturing and quality assurance activities. The FDA has recently
finalized changes to the GMP regulations which will likely increase the cost
of complying with GMP requirements.

     Labeling and promotion activities are subject to scrutiny by the FDA and
in certain instances, by the Federal Trade Commission. The FDA actively
enforces regulations prohibiting marketing of products for unapproved uses.
The Company and its products  are also subject to a variety of state laws and
regulations in those states or localities where its products will be
marketed. Any applicable state or local regulations may hinder the Company's
ability to market its products in those states or localities. Manufacturers
are also subject to numerous federal, state and local laws relating to such
matters as safe working conditions, manufacturing practices, environmental
protection, fire hazard control and disposal of hazardous or potentially
hazardous substances. There can be no assurance that the Company will not be
required to incur significant costs to comply with such laws and regulations
now or in the future or that such laws or regulations will not have a
material adverse effect upon the Company's ability to do business.

     Exports of products that have market clearance from the FDA do not
require export approval. However, some foreign countries require
manufacturers to provide an FDA certificate for products for export ("CPE")
which requires the device manufacturer to certify to the FDA that the product
has been granted premarket clearance in the United States and that the
manufacturing facilities appeared to be in compliance with GMPs at the time
of the last GMP inspection. The FDA will refuse to issue a CPE if significant
outstanding GMP violations exist.

     Exports of products subject to the 510(k) notification requirements, but
not yet cleared to market, are permitted without FDA export approval provided
certain requirements are met. Unapproved products subject to the PMA
requirements must be approved by FDA for export. To obtain FDA export
approval certain requirements must be met and information must be provided to
the FDA, including documentation demonstrating that the product is approved
for import into the country to which it is to be exported and, in some
instances, safety data from animal or human studies. There


                                       14
<PAGE>

can be no assurance that the FDA will grant export approval when such
approval is necessary, or that countries to which the devices are to be
exported will approve the devices for import. Failure of the Company to
obtain CPEs, meet the FDA's export requirements, or obtain FDA export
approval when required to do so, could have a material adverse effect on the
Company's business, financial condition and results of operations.

     The introduction of the Company's products in foreign markets will also
subject the Company to foreign regulatory clearances, registrations or
approvals which may impose additional substantial costs and burdens.
International sales of medical devices are subject to the regulatory
requirements of each country. The regulatory review process varies from
country to country. Many countries also impose product standards, packaging
requirements, labeling requirements and import restrictions on devices. In
addition, each country has its own tariff regulations, duties and tax
requirements. The approval by the FDA and foreign government authorities is
unpredictable and uncertain, and no assurance can be given that the necessary
clearances, registrations or approvals will be granted on a timely basis or
at all. Delays in receipt of, or a failure to receive, such clearances,
registrations or approvals, or the loss of any previously received,
clearances, registrations or approvals, could have a material adverse effect
on the business, financial condition and results of operations of the Company.

     The European Union has promulgated rules that require that medical
products receive the right to affix the CE mark by mid-1998. The CE mark is
an international symbol of adherence to quality assurance standards and
compliance with applicable European medical device directives. In order to
obtain the right to affix the CE mark to its current and future products, the
Company will need to obtain certification that its processes meet ISO 9000
quality standards. Failure to receive the right to affix the CE mark will
prohibit the Company from selling its current or future products in member
countries of the European Union after mid-1998. In January 1997 the Company
received ISO 9001 certification and CE Mark approval for the CTS MIDCAB
System.

     In May 1996 the Company was notified by the FDA that it is exempted from
filing a premarket notification for the CTS Access Platform and the
Stabilizer. In September 1996 the Company filed 510(k) premarket
notifications for clearance to market additional components of the CTS MIDCAB
System and the bipolar electrosurgical scissors.  In January 1997 the Company
received clearance to market the bipolar electrosurgical scissors.  The
Company intends to seek clearance to market additional components of the
Saphenous Vein Harvesting System through 510(k) premarket notifications.
There can be no assurance that the FDA will act favorably or quickly on the
Company's 510(k) submissions, and 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 potential products in the
United States. Failure to receive, or delays in the receipt of FDA clearances
or approvals could have a material adverse effect on the Company's business,
financial condition and results of operations.

      The Company's products are subject to continued and pervasive
regulation by the FDA and other foreign and domestic regulatory authorities.
Changes in existing requirements or adoption of new requirements or policies
could adversely affect the ability of the Company to comply with regulatory
requirements. Failure to comply with regulatory requirements could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that the Company will not be
required to incur significant costs to comply with laws and regulations in
the future or that laws or regulations will not have a material adverse
effect upon the Company's business, financial condition or results of
operations.


                                       15
<PAGE>

THIRD-PARTY REIMBURSEMENT

     In the United States, health care providers, such as hospitals and
physicians, that purchase medical devices, such as the Company's products
under development, generally rely on third-party payors, principally
Medicare, Medicaid and private health insurance plans, to reimburse all or
part of the cost of the procedure in which the medical device is being used.
Reimbursement for cardiovascular surgery, including CABG surgery, using
devices that have received FDA approval has generally been available in the
United States. In addition, certain health care providers are moving toward a
managed care system in which such providers contract to provide comprehensive
health care for a fixed cost per person. Although the Company believes that
the cost of a MIDCAB procedure performed with the CTS MIDCAB System will be
reimbursable under the current diagnosis-related group ("DRG") system, the
Company is unable to predict what changes will be made in the reimbursement
methods utilized by third-party health care payors. The Company anticipates
that in a prospective payment system, such as the DRG system utilized by
Medicare, and in many managed care systems used by private health care
payors, the cost of the Company's products would be incorporated into the
overall cost of the procedure and that there would be no separate, additional
reimbursement for the Company's products. 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. Furthermore, the Company could be
adversely affected by changes in reimbursement policies of government or
private health care payors, particularly to the extent any such changes
affect reimbursement for the procedure in which the Company's products are
intended to be used. Failure by physicians, hospitals and other potential
users of the Company's products to obtain sufficient reimbursement from
health care payors for the procedure in which the Company's products are
intended to be used or adverse changes in government and private third-party
payors' policies toward reimbursement for such procedures could have a
material adverse effect on the Company's business, financial condition and
results of operations.

     If the Company obtains the necessary foreign regulatory registrations or
approvals, market acceptance of the Company's products in international
markets would be dependent, in part, upon the availability of reimbursement
within prevailing health care payment systems. Reimbursement and health care
payment systems in international markets vary significantly by country, and
include both government sponsored health care and private insurance. The
Company intends to seek international reimbursement approvals, although there
can be no assurance that any such approvals will be obtained in a timely
manner, if at all, and failure to receive international reimbursement
approvals could have a material adverse effect on market acceptance of the
Company's products in the international markets in which such approvals are
sought.

PRODUCT LIABILITY AND INSURANCE

     The development, manufacture and sale of medical products entail
significant risk of product liability claims and product recalls. The
Company's current product liability insurance coverage limits are $3,000,000
per occurrence and $3,000,000 in the aggregate, and there can be no assurance
that such coverage limits are adequate to protect the Company from any
liabilities it might incur in connection with the development, manufacture
and sale of its products. In addition, the Company may require increased
product liability coverage as product sales increase.   Product liability
insurance is expensive and in the future may not be available to the Company
on acceptable terms, if at all. A successful


                                       16
<PAGE>

product liability claim or series of claims brought against the Company in
excess of its insurance coverage or a product recall could have a material
adverse effect on the Company's business, financial condition and results of
operations.

EMPLOYEES

     As of December 31, 1996, the Company had 71 full-time employees.
Twenty-eight persons are engaged in research and development and regulatory
affairs activities, Nineteen persons are engaged in sales and marketing
activities, fourteen persons are engaged in manufacturing and quality
assurance and ten persons are engaged in finance and administration. No
employees are covered by collective bargaining agreements, and the Company
believes it maintains good relations with its employees.

OTHER FACTORS

     This annual report on Form 10-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities and Exchange Act of 1934.  The Company's future results
could differ materially from those anticipated by such forward-looking
statements as a result of certain factors including those set forth in the
following factors and elsewhere in this annual report on Form 10-K.

     LIMITED OPERATING HISTORY; HISTORY OF LOSSES AND EXPECTATION OF FUTURE
LOSSES.  The Company has a limited operating history upon which evaluation of
its prospects can be made. Such prospects must be considered in light of the
substantial risks, expenses and difficulties encountered by entrants into the
medical device industry, which is characterized by an increasing number of
participants, intense competition and a high failure rate. To date, the
Company has engaged primarily in organizational and research and product
development efforts, and a number of the Company's key management and
technical personnel have only recently joined the Company.  The Company has
only recently generated revenues and has very limited experience in
manufacturing, marketing or selling the CTS MIDCAB System. The Company has
experienced operating losses since its inception, and, as of December 31,
1996, the Company had an accumulated deficit of approximately $17,075,000.
The development and commercialization of the Company's products will require
substantial development, regulatory, sales and marketing, manufacturing and
other expenditures. The Company expects its operating losses to continue at
least through 1997 as it continues to expend substantial resources to
continue development of the Company's products, obtain additional regulatory
clearances or approvals, build its marketing, sales, manufacturing and
finance organizations and conduct further research and development. There can
be no assurance that the Company's products will ever gain commercial
acceptance or that the Company will ever generate revenues or achieve
profitability.

     UNCERTAINTY OF CLINICAL ADOPTION OF MIDCAB PROCEDURE.  The Company's CTS
MIDCAB System is designed to enable the majority of cardiothoracic surgeons,
using their existing skills coupled with Company sponsored training, to
perform the Minimally Invasive Direct Coronary Artery Bypass ("MIDCAB")
procedure. Accordingly, the Company's success is dependent upon acceptance of
the MIDCAB procedure by the medical community as a reliable, safe and cost
effective alternative to existing treatments for revascularizing blocked
coronary arteries. To date, the MIDCAB procedure has only been performed on a
limited basis by a small number of highly skilled cardiothoracic surgeons. Of
the procedures performed to date, the vast majority have been performed on a
single artery, typically the left anterior descending artery ("LAD") or, in
substantially fewer instances, the right coronary artery ("RCA"), and an
extremely limited number have been performed on the circumflex artery. A


                                       17
<PAGE>

significant percentage of coronary artery bypass graft ("CABG") procedures
are performed on multiple vessels. To date, multiple vessel MIDCAB procedures
have only been performed on an extremely limited basis, and there can be no
assurance that the MIDCAB procedure will be effectively utilized for multiple
bypasses on a more frequent basis. The Company is unable to predict how
quickly, if at all, the MIDCAB procedure will be adopted by the medical
community or, if it is adopted, the number of MIDCAB procedures that will be
performed. The medical conditions that can be treated with the MIDCAB
procedure can also be treated by widely accepted surgical procedures such as
CABG surgery and catheter-based treatments, including balloon angioplasty,
atherectomy and coronary stenting. Broad-based clinical adoption of the
MIDCAB procedure will not occur until physicians determine that the procedure
is an attractive alternative to current treatments for coronary artery
disease. The Company believes that physician endorsements will be essential
for clinical adoption of this procedure, and there can be no assurance that
any such endorsements will be obtained in a timely manner, if at all.
Clinical adoption will also depend upon the Company's ability to facilitate
training of cardiothoracic surgeons to perform minimally invasive bypass
surgery on a beating heart, and the willingness of such surgeons to perform
such a procedure. Patient acceptance of the procedure will depend in part
upon physician recommendations as well as other factors, including the degree
of invasiveness, the effectiveness of the procedure and rate and severity of
complications associated with the procedure as compared to other treatments.
Even if the clinical efficacy of the MIDCAB procedure is established,
physicians may elect not to recommend the procedure unless acceptable
reimbursement from health care payors is available. Health care payor
acceptance may require evidence of the cost effectiveness of the MIDCAB
procedure as compared to other currently available treatments. There can be
no assurance that the MIDCAB procedure will gain clinical adoption. Failure
of the MIDCAB procedure to achieve significant clinical adoption would have a
material adverse effect on the Company's business, financial condition and
results of operations.

     DEPENDENCE ON THE MIDCAB SYSTEM; UNCERTAINTY OF MARKET ACCEPTANCE OF THE
MIDCAB SYSTEM.  The CTS MIDCAB System is expected to account for the great
majority of the Company's revenues for the foreseeable future. The Company
has only recently commenced sales of  the CTS MIDCAB System, and there can be
no assurance that market acceptance and demand for the CTS MIDCAB System will
be sufficient to allow profitable operations. Failure of the CTS MIDCAB
System to be successfully commercialized would have a material adverse effect
on the Company's business, financial condition and results of operations.

     LACK OF REGULATORY APPROVALS.  The design, manufacturing, labeling,
distribution and marketing of certain components of the CTS MIDCAB System and
the Saphenous Vein Harvesting System will be subject to extensive and
rigorous government regulation in the United States and certain other
countries where the process of obtaining and maintaining required regulatory
clearance or approvals is lengthy, expensive and uncertain. In order for the
Company to market certain of its products under development in the United
States, the Company must obtain clearance or approval from the United States
Food and Drug Administration ("FDA"). The Company intends to seek clearance
to market additional components of the CTS MIDCAB System and the bipolar
electrosurgical scissors through a 510(k) premarket notification. The Company
has been notified by the FDA that it is exempted from filing a premarket
notification for the CTS Access Platform and the Stabilizer and is allowed to
market these products in the United States. In September 1996 the Company
filed 510(k) premarket notifications for clearance to market additional
components of the CTS MIDCAB System and the bipolar scissors. In January 1997
the Company received clearance from the FDA to market the bipolar
electrosurgical scissors. There can be no assurance that the FDA will act
favorably or quickly on the Company's remaining or future 510(k) submissions,
or that significant difficulties and costs will not be


                                       18
<PAGE>

encountered by the Company in its efforts to obtain FDA clearance or
approval. Any such difficulties could delay or preclude obtaining regulatory
clearance or approval. In addition, there can be no assurance that the FDA
will not impose strict labeling or other requirements as a condition of its
510(k) clearance, any of which could limit the Company's ability to market
its products. Further, if the Company wishes to modify a product after FDA
clearance of a 510(k) premarket notification or approval of a PMA, including
changes in indications or other modifications that could affect safety and
efficacy, additional clearances or approvals will be required from the FDA.
Failure to receive, or delays in receipt of, FDA clearances or approvals,
including delays resulting from an FDA request for clinical trials or
additional data as a prerequisite to clearance or approval, or any FDA
conditions that limit the ability of the Company to market its products under
development, could have a material adverse effect on the Company's business,
financial condition and results of operations.

     In order for the Company to market its products in Europe and certain
other international jurisdictions, the Company and its distributors and
agents must obtain required regulatory registrations or approvals and
otherwise comply with extensive regulations regarding safety, efficacy and
quality. These regulations, including the requirements for registrations or
approvals and the time required for regulatory review, vary from country to
country. There can be no assurance that the Company will obtain regulatory
registrations or approvals in such countries or that it will not be required
to incur significant costs in obtaining or maintaining its foreign regulatory
registrations or approvals. Delays in receipt of registrations or approvals
to market the Company's products, failure to receive these registrations or
approvals, or future loss of previously received registrations or approvals
could have a material adverse effect on the Company's business, financial
condition and results of operations.

     The European Union has promulgated rules that require that medical
products receive by mid-1998 the right to affix the CE mark, an international
symbol of adherence to quality assurance standards and compliance with
applicable European medical device directives. In order to obtain the right
to affix the CE mark to its products under development, the Company will need
to obtain certification that its processes meet ISO 9000 quality standards.
In January 1997 the Company received ISO 9001 certification and CE Mark
approval for the CTS MIDCAB System.

     CONTINUING GOVERNMENT REGULATION.  Regulatory clearances or approvals,
if granted, may include significant limitations on the indicated uses for
which the products may be marketed. FDA enforcement policy strictly prohibits
the marketing of FDA cleared or approved medical devices for unapproved uses.
In addition, the Company's manufacturing processes will be required to comply
with the Good Manufacturing Practices ("GMP") regulations of the FDA. These
regulations include design, testing, production, control, documentation and
other requirements. Enforcement of GMP regulations has increased
significantly in the last several years, and the FDA has publicly stated that
compliance will be more strictly scrutinized. The Company's facilities and
manufacturing processes, as well as those of any future third-party
suppliers, will be subject to periodic inspection by the FDA, the California
Department of Health Services and other agencies. To date, the Company has
only undergone inspection for ISO 9001 certification. Failure to comply with
these and other applicable regulatory requirements could result in, among
other things, warning letters, fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, refusal of
the government to grant premarket clearance or premarket approval for
devices, withdrawal of clearances or approvals and criminal prosecution,
which could have a material adverse effect on the Company's business,
financial condition and results of operations.


                                       19
<PAGE>

     HIGHLY COMPETITIVE MARKET; RISK OF ALTERNATIVE THERAPIES; RISK OF REUSE.
The medical device industry and the market for treatment of cardiovascular
disease, in particular, are characterized by rapidly evolving technology and
intense competition. A number of competitors, including Johnson & Johnson,
Boston Scientific Corporation, Cordis Corporation, Guidant Corporation and
Medtronic, Inc., are currently marketing stents, catheters, lasers, drugs and
other less invasive means of treating cardiovascular disease. Many of these
less invasive treatments and CABG surgery are widely accepted in the medical
community and have a long history of safe and effective use. Many of the
Company's competitors have substantially greater capital resources, name
recognition and expertise in and resources devoted to research and
development, manufacturing and marketing and obtaining regulatory clearances
or approvals. Furthermore, competition in the emerging market for minimally
invasive cardiothoracic surgery is expected to be intense and to increase.
Heartport, Inc., Medtronic, Inc., Research Medical Inc. and United States
Surgical Corp. are marketing or have announced that they are developing
products to be used in minimally invasive coronary procedures. There can be
no assurance that the MIDCAB procedure will replace any current treatments.
Additionally, even if it is widely adopted, there can be no assurance that
the Company's competitors will not succeed in developing or marketing
alternative procedures and technologies or competing devices to perform the
same procedure or therapeutic drugs that are more effective than the
Company's products or that render the Company's products or technologies
obsolete or not competitive. In addition, there can be no assurance that
existing products for other surgical uses will not be used in MIDCAB
procedures. Furthermore, sales of the CTS MIDCAB System could be adversely
affected by reuse of the Company's products, notwithstanding the instructions
in the Company's clinical protocols and product labeling indicating that each
of the components of the CTS MIDCAB System is a single-use device. Such
competition or reuse could have a material adverse effect on the Company's
business, financial condition and results of operations.

     DEPENDENCE ON LICENSES, PATENTS AND PROPRIETARY TECHNOLOGY.  The
Company's ability to compete effectively will depend in part on its ability
to develop and maintain proprietary aspects of its technology. The Company
owns two issued United States patents. The issued patents do not contain any
claims that protect the Company's products that are currently under
development. The Company is the licensee of a United States patent
application for bipolar electrosurgical scissors that are used in the
Saphenous Vein Harvesting System. The Company has filed twenty-one patent
applications. There can be no assurance that any issued patents or any
patents which may be issued as a result of the Company's licensed patent
application or United States and international patent applications will
provide any competitive advantages for the Company's products or that they
will not be successfully challenged, invalidated or circumvented in the
future. 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, use and
sell its products either in the United States or in international markets.

     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 or interference proceedings declared by the United States Patent
and Trademark Office ("USPTO") to determine the priority of inventions. The
defense and prosecution of intellectual property suits, USPTO interference
proceedings and related legal and administrative proceedings are both costly
and time-consuming. Litigation may be necessary to enforce patents issued to
the Company, to protect trade secrets or know-


                                       20
<PAGE>

how owned by the Company or to determine the enforceability, scope and
validity of the proprietary rights of others. Any litigation 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, including any litigation that may arise against
the Company as described in "Potential Litigation" below, could subject the
Company to significant liabilities to third parties or require the Company to
seek licenses from third parties or prevent the Company from selling its
products in certain markets, or at all. Costs associated with settlements,
licensing and similar arrangements, may be substantial and could include
ongoing royalties. Furthermore, there can be no assurance that the necessary
licenses 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.

     Congress enacted legislation, which became effective October 1, 1996,
that places certain restrictions on the ability of medical device
manufacturers to enforce certain patent claims, relating to surgical and
medical methods, against medical practitioners. Such limitation in the
enforceability of patent claims, relating to medical and surgical methods,
against medical practitioners could have a material adverse effect on the
Company's ability to protect its proprietary methods and procedures against
medical practitioners.

     In addition to patents, the Company relies on trade secrets and
proprietary know-how, which it seeks to protect, in part, through
confidentiality and proprietary information agreements. There can be no
assurance that such confidentiality or proprietary information agreements
will not be breached, that the Company would have adequate remedies for any
breach, or that the Company's trade secrets will not otherwise become known
to or be independently developed by competitors.

     POTENTIAL LITIGATION.  Heartport, Inc. (formerly Stanford Surgical
Technologies, Inc.), the former employer of the Company's founder and Chief
Technical Officer, Charles S. Taylor, has alleged in certain correspondence
that Mr. Taylor and the Company may have misappropriated trade secrets of the
former employer and breached confidentiality obligations to the former
employer. The former employer also claims an ownership interest in certain
developments and products of the Company. The Company has agreed to provide
for the defense of Mr. Taylor in the event that litigation is commenced.
Litigation is subject to inherent uncertainties, especially in cases where
complex technical issues are decided by a lay jury. Accordingly, no assurance
can be given that if a lawsuit is commenced it would not be decided against
the Company. Such an adverse determination could have a material adverse
effect upon the Company's business, financial condition and results of
operations.

     EARLY STAGE OF DEVELOPMENT AND COMMERCIALIZATION; NO ASSURANCE OF
ABILITY TO MANAGE GROWTH.  The Company believes that the CTS MIDCAB System
could address a large potential market. There can be no assurance that the
Company's marketing efforts will result in significant demand for the CTS
MIDCAB System , or that the initial demand for the Company's products will
grow. Even if demand for the Company's products does grow, there can be no
assurance that the Company will be able to develop the necessary
manufacturing capability; build and train the necessary manufacturing, sales
and marketing teams; attract, retain and integrate the required key
personnel; or implement the financial and management systems to meet growing
demand for its products. Failure of the Company to successfully manage its
growth would have a material adverse effect on the Company's business,
financial condition and results of operations.


                                       21
<PAGE>

     DEPENDENCE UPON KEY PERSONNEL.  The Company's ability to operate
successfully depends in significant part upon the continued service of
certain key scientific, technical, managerial and finance personnel, and its
continuing ability to attract and retain additional highly qualified
scientific, technical, managerial and finance 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, managerial and finance personnel in the future,
including key manufacturing, sales and marketing personnel. The loss of key
personnel or the inability to hire or retain qualified personnel could have a
material adverse effect upon the Company's business, financial condition and
results of operations. In addition, many employees of the Company, including
a number of its key scientific, technical and managerial personnel, are
subject to the terms of confidentiality agreements with respect to
proprietary information of their former employers. The failure of these
employees to comply with the terms of their agreements with, or other
obligations to, such former employers could result in assertion of claims
against the Company and such employees, which, if successful, could restrict
their role with the Company and have a material adverse effect on the
Company's business, financial condition and results of operations.

     DEPENDENCE UPON SCIENTIFIC ADVISORS.  The Company has established a
Scientific Advisory Board including cardiothoracic surgery opinion leaders,
prominent surgeons and leading interventional cardiologists who the Company
believes have performed the vast majority of MIDCAB procedures. Members of
the Scientific Advisory Board consult with the Company regarding research and
development efforts at the Company, but are employed elsewhere on a full-time
basis. As a result, they can only spend a limited amount of time on the
Company's affairs. Although the Company has entered into consulting
agreements, with terms ranging from six months to four years, and
confidentiality agreements with each of the members of its Scientific
Advisory Board, there can be no assurance that the consulting and
confidentiality agreements between the Company and each of the members of the
Scientific Advisory Board will not be terminated or breached, and there can
be no assurance that any of such agreements will be renewed upon expiration.

     LIMITED SALES, MARKETING AND DISTRIBUTION EXPERIENCE.  The Company
currently has a small sales and marketing organization. The Company intends
to sell the CTS MIDCAB System in the United States and certain European
countries through a direct sales force. In other markets, the Company intends
to sell its products primarily through distributors or by means of
collaborative arrangements. There can be no assurance that the Company will
be able to build a larger direct sales force or marketing organization, that
maintaining a direct sales force or marketing organization will be cost
effective, or that the Company's sales and marketing efforts will be
successful. There can be no assurance that the Company will be able to
maintain agreements with distributors or collaborative arrangements, or that
such distributors or collaborators will devote adequate resources to selling
the Company's products under development. The Company has entered into
distribution agreements for the sale of its products in certain countries,
therefore the Company will be dependent upon the efforts of these third
parties, and there can be no assurance that such efforts will be successful.
Failure to build an effective sales and marketing organization or to
establish effective distribution or collaborative relationships could have a
material adverse effect on the Company's business, financial condition and
results of operations.

     NO MANUFACTURING EXPERIENCE; SCALE-UP RISK.  The Company has no
experience manufacturing its products in the volumes that would be necessary
for the Company to achieve significant commercial sales. There can be no
assurance that reliable, high-volume manufacturing can be established or


                                       22
<PAGE>

maintained at commercially reasonable costs. Companies often encounter
difficulties in scaling up production, including problems involving
production yield, quality control and assurance, and shortages of qualified
personnel. In addition, the Company's manufacturing facilities will be
subject to GMP regulations, international quality standards and other
regulatory requirements. Difficulties encountered by the Company in
manufacturing scale-up or failure by the Company to implement and maintain
its facilities in accordance with GMP regulations, international quality
standards or other regulatory requirements could entail a delay or
termination of production, which could have a material adverse effect on the
Company's business, financial condition and results of operations.

     POTENTIAL COMPONENT SHORTAGES; DEPENDENCE ON SOLE SOURCES OF SUPPLY.
The Company contracts with third parties for the manufacture of certain
components or the performance of certain processes involved in the
manufacturing cycle. Some of these components and processes may only be
available from single-source vendors. Any prolonged supply interruption or
yield problems experienced by the Company due to a single-source vendor could
have a material adverse effect on the Company's ability to manufacture its
products under development until a new source of supply is qualified. As the
Company increases production, it may from time to time experience lower than
anticipated yields or production constraints, resulting in delayed product
shipments, which could have a material adverse effect on the Company's
business, financial condition and results of operation.

     UNCERTAINTY RELATING TO THIRD-PARTY REIMBURSEMENT.  In the United
States, health care providers, such as hospitals and physicians, that
purchase medical devices, such as the Company's products, generally rely on
third-party payors, principally Medicare, Medicaid and private health
insurance plans, to reimburse all or part of the cost of the procedure in
which the medical device is being used. Reimbursement for cardiovascular
surgery, including CABG surgery, using devices that have received FDA
approval has generally been available in the United States. In addition,
certain health care providers are moving toward a managed care system in
which such providers contract to provide comprehensive health care for a
fixed cost per person. The Company is unable to predict what changes will be
made in the reimbursement methods utilized by third-party health care payors.
The Company could be adversely affected by changes in reimbursement policies
of government or private health care payors, particularly to the extent any
such changes affect reimbursement for the procedures in which the Company's
products are intended to be used. Failure by physicians, hospitals and other
potential users of the Company's products under development to obtain
sufficient reimbursement from health care payors for the procedure in which
the Company's products are intended to be used or adverse changes in
government and private third-party payors' policies toward reimbursement for
such procedures could have a material adverse effect on the Company's
business, financial condition and results of operations.

     Market acceptance of the Company's products in international markets
will be dependent, in part, upon the availability of reimbursement within
prevailing health care payment systems. Reimbursement and health care payment
systems in international markets vary significantly by country, and include
both government sponsored health care and private insurance. The Company
intends to seek international reimbursement approvals, although there can be
no assurance that any such approvals will be obtained in a timely manner, if
at all, and failure to receive international reimbursement approvals could
have a material adverse effect on market acceptance of the Company's products
in the international markets in which such approvals are sought.

     RISKS RELATING TO INTERNATIONAL OPERATIONS.  The Company plans to market
its products in international markets. Changes in overseas economic
conditions, currency exchange rates, foreign tax


                                       23
<PAGE>

laws, or tariffs or other trade regulations could have a material adverse
effect on the Company's business, financial condition and results of
operations. The anticipated international nature of the Company's business is
also expected to subject it and its representatives, agents and distributors
to laws and regulations of the foreign jurisdictions in which they operate or
the Company's products are sold. The regulation of medical devices in a
number of such jurisdictions, particularly in the European Union, continues
to develop and there can be no assurance that new laws or regulations will
not have an adverse effect on the Company's business, financial condition and
results of operations. In addition, the laws of certain foreign countries do
not protect the Company's intellectual property rights to the same extent as
do the laws of the United States.

     PRODUCT LIABILITY RISK; LIMITED INSURANCE COVERAGE.  The development,
manufacture and sale of medical products entail significant risk of product
liability claims and product recalls. The Company's current product liability
insurance coverage limits are $3,000,000 per occurrence and $3,000,000 in the
aggregate, and there can be no assurance that such coverage limits are
adequate to protect the Company from any liabilities it might incur in
connection with the development, manufacture and sale of its products. In
addition, the Company may require increased product liability coverage as
product sales increase. Product liability insurance is expensive and in the
future may not be available to the Company on acceptable terms, if at all. A
successful product liability claim or series of claims brought against the
Company in excess of its insurance coverage or a product recall could have a
material adverse effect on the Company's business, financial condition and
results of operations.

     POSSIBLE FUTURE CAPITAL REQUIREMENTS.  The Company's capital
requirements depend on numerous factors, including the progress of the
Company's product development programs, the receipt of and the time required
to obtain regulatory clearances or approvals, the resources the Company
devotes to developing, manufacturing and marketing its products, the extent
to which the Company's products generate market acceptance and demand, and
other factors. The Company expects to devote substantial capital resources
for research and development, to hire and develop a larger direct sales force
in the United States and to expand manufacturing capacity and facilities. The
timing and amount of such capital requirements cannot be accurately
predicted. Consequently, the Company may be required to raise additional
funds through public or private financing, collaborative relationships or
other arrangements. There can be no assurance that the Company will not
require additional funding or that such additional funding, if needed, will
be available on terms attractive to the Company, or at all, which could have
a material adverse effect on the Company's business, financial condition and
results of operations. Any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve restrictive
covenants.

     POTENTIAL VOLATILITY OF STOCK PRICE.  The stock markets have experienced
price and volume fluctuations that have particularly affected medical
technology companies, resulting in changes in the market prices of the stocks
of many companies that may not have been directly related to the operating
performance of those companies. Such broad market fluctuations may adversely
affect the market price of the Company's Common Stock. In addition, the
market price of the Common Stock may be highly volatile. Factors such as
variations in the Company's financial results, comments by securities
analysts, announcements of technological innovations or new products by the
Company or its competitors, changing government regulations and developments
with respect to FDA submissions, patents, proprietary rights or litigation
may have a significant adverse effect on the market price of the Common Stock.

     SIGNIFICANT RESTRICTIONS ON CHANGE OF CONTROL.  The Company has adopted
a number of anti-


                                       24
<PAGE>

takeover measures.  The Company has adopted a Preferred Shares Rights
Agreement, sometimes referred to as a poison pill, designed to prevent
hostile takeovers not approved by the Board of Directors.  In addition, the
company is authorized to issue 5,100,000 shares of undesignated Preferred
Stock. Such shares of Preferred Stock may be issued by the Company without
stockholder approval upon such terms as the Company's Board of Directors may
determine.  The issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company, may discourage
bids for the Company's Common Stock at a premium over the market price of the
Common Stock and may adversely affect the market price of and the voting and
other rights of, the holders of Common Stock,  At present, the Company has no
plans to issue any of the Preferred Stock.

ITEM 2.  PROPERTIES

     The Company currently leases a 23,500 square foot facility in Cupertino,
California.  It includes an environmentally controlled, Class 10,000 clean
room for assembly together with laboratory, machine shop, warehouse and
office space. The lease expires on June 1, 2001.  The Company estimates this
space to be sufficient through 1997 and is currently evaluating its
requirements for 1998 and beyond.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not currently party to any legal proceeding.

     Heartport, Inc. (formerly Stanford Surgical Technologies, Inc.), the
former employer of the Company's founder and Chief Technical Officer, Charles
S. Taylor, has alleged in certain correspondence that Mr. Taylor and the
Company may have misappropriated trade secrets of the former employer and
breached confidentiality obligations to the former employer. The former
employer also claimed an ownership interest in certain developments and
products of the Company. The Company has agreed to provide for the defense of
Mr. Taylor, in the event that litigation is commenced. The Company has
conducted a review of its technology in light of the claims of the former
employer and, after consultation with intellectual property counsel and with
Mr. Taylor, believes that Mr. Taylor and the Company should prevail if
litigation is commenced. However, litigation is subject to inherent
uncertainties, especially in cases where complex technical issues are decided
by a lay jury. Accordingly, no assurance can be given that, if a lawsuit is
commenced, it would not be decided against the Company. Such an adverse
determination could have a material adverse effect upon the Company's
business, financial condition and results of operations.

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

     Not Applicable.


                                       25
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
         MATTERS.

     The Company's Common Stock is traded on the NASDAQ National Market under
the symbol "CTSI".  There were approximately 98 holders of record of the
Company's common stock on February 19, 1997.  The table below provides
quarterly high/low prices on the Nasdaq National Market, as reported by
Nasdaq.

          Quarter Ended                          High          Low
          -----------------                      ---------------------
          June 30, 1996(1)                     $ 25  1/4    $12  1/2
          September 30, 1996                     21  1/4      9  3/4
          December 31, 1996                      22  1/8     16  1/2

     (1)  The Company completed its initial public offering of 5,117,500 shares
          of common stock in April, 1996.  Prior to the initial public offering,
          the Company's common stock was not publicly traded.

     No dividends have been paid on common stock to date, and the Company has
no current plans to do so.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item is incorporated by reference to
the portion of the Registrant's 1996 annual report to stockholders entitled
"Selected Financial Data" and included in Exhibit 13.1 to this report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information required by this item is incorporated by reference to
the portion of the Registrant's 1996 annual report to stockholders entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and included in Exhibit 13.1 to this report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated by reference to
the portion of the Registrant's 1996 annual report to stockholders entitled
"1996 Financial Review" and included in Exhibit 13.1 to this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.


                                       26
<PAGE>


                                     PART III

     Certain information required by Part III is omitted from this Report on
Form 10-K in that the Registrant will file a definitive proxy statement
within 120 days after the end of its fiscal year pursuant to Regulation 14A
with respect to the 1997 Annual Meeting of Stockholders (the "Proxy
Statement") to be held May 27, 1997 and certain information included therein
is incorporated herein by reference.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item relating to directors is
incorporated by reference to the information under the caption "Proposal
No. 1 -- Election of Directors" in the Proxy Statement.


     The executive officers of the Registrant, who are elected by the board
of directors, are as follows:

     Name             Age               Position
------------------    ---   --------------------------------------
Richard M. Ferrari     43   President, Chief Executive Officer and Director
Thomas A. Afzal        38   Vice President, Sales and Marketing
Michael J. Billig      46   Vice President, Regulatory, Quality and
                            Clinical Research
Christian Skieller     48   Vice President, Operations
Charles S. Taylor      42   Vice President and Chief Technical Officer
Steve M. Van Dick      42   Vice President, Finance and Administration and
                            Chief Financial Officer


     RICHARD M. FERRARI  joined CTS as Chief Executive Officer and a Director
in June 1995 and was elected President in August 1995.  From January 1991
until joining the Company, he was President and Chief Executive Officer of
CardioVascular Imaging Systems, Inc. ("CVIS"), a manufacturer of
intravascular ultrasound systems, which is currently a subsidiary of Boston
Scientific Corporation.  From March 1990 until joining CVIS, he served as
President and Acting Chief Executive Officer of Medstone International, Inc.,
a manufacturer of lithotripsy equipment for treatment of gall and kidney
stones.  From 1981 to February 1990, he was employed with ADAC Laboratories,
a supplier of diagnostic imaging equipment, serving most recently as
Executive Vice President and General Manager responsible for the Nuclear
Medicine, Digital Cardiology, Information Management and Radiation Therapy
business units.  Mr. Ferrari serves on the Board of Directors of FemRx, Inc.,
a publicly held company.  He also serves on the boards of several privately
held companies.  Mr. Ferrari holds an M.B.A. from the University of South
Florida.

     THOMAS A. AFZAL joined the Company as Vice President of Sales and
Marketing in March 1996.  From February 1992 until joining the Company, he
held various positions with Krauth Medical GmbH, a European medical device
distributor, most recently as President of its subsidiary, AD Krauth
Cardiovascular, GmbH.  From January 1994 to February 1996 he also served on
the Board of Directors of Krauth Medical GmbH.  From January 1989 to January
1992 he held various marketing and sales positions with subsidiaries of
Sulzermedica Company, a medical device manufacturer, including Carbomedics, a
heart valve manufacturer.


                                       27
<PAGE>

     MICHAEL J. BILLIG joined CTS as Vice President of Regulatory, Quality
and Clinical Research in February 1996.  From January 1989 until joining the
Company, Mr. Billig served as Vice President, Regulatory, Clinical and
Quality of Cardiometrics, Inc., a company that manufactures and markets
intravascular Doppler ultrasound systems for measuring blood flow.  From June
1987 to February 1989, he served as Director, Regulatory Affairs and Quality
Assurance of Cardiometrics, Inc.

     CHRISTIAN SKIELLER joined the Company as Vice President of Operations in
August 1996.  From January 1992 until joining the Company, he was Vice
President of Manufacturing for Medtronic CardioRythm, a manufacturer of
electrophysiology catheter systems.  From 1990 to 1991, Mr. Skieller served
as Vice President of Operations at Abaxis, a medical diagnostics systems
manufacturer.  From 1987 to 1990 he was a manufacturing Consultant, assisting
companies with strategic and operational issues.   Mr. Skieller holds an M.S.
in chemical engineering and an M.B.A from Stanford University.

     CHARLES S. TAYLOR, the founder of CTS, has been with Informed Creation,
the predecessor company to CTS, since its inception in November 1993, and has
served as Vice President, Chief Technical Officer and Director since the
Company's incorporation in June 1995.  From June 1992 until November 1993,
Mr. Taylor was a member of the research and development group at Stanford
Surgical Technologies, Inc., now Heartport, Inc., a public company that
develops and markets instruments for cardiac surgical procedures.  From
January 1992 to May 1992, Mr. Taylor managed the establishment of a new
development group for Eli Lilly's Medical Instrument Systems division, the
Technology Development Center ("TDC"), which develops surgical devices for
vascular intervention procedures. From May 1986 to December 1991, he was an
Engineer and Manager for Advanced Cardiovascular Systems, Inc. where he
directed teams of engineers developing new manufacturing technologies and
custom research and development equipment.

     STEVE M. VAN DICK joined the Company as Vice President of Finance and
Administration and Chief Financial Officer in April 1996.  From March 1995
until April 1996, Mr. Van Dick was Vice President of Finance and
Administration and Chief Financial Officer of Perclose, Inc., a manufacturer
of minimally invasive systems for the surgical closure of arterial access
sites in catheterization procedures.  From September 1993 until March 1995,
he was Vice President of Finance and Chief Financial Officer of CVIS.  From
1992 until joining CVIS, Mr. Van Dick was Vice President, Finance and Chief
Financial Officer of Imatron, Inc., a manufacturer of specialized medical
equipment.  From 1987 until joining Imatron, he held various positions with
ADAC Laboratories, serving as Vice President of Finance since 1988 and as
Chief Financial Officer since 1991.  Mr. Van Dick holds an M.B.A. from Santa
Clara University and is a Certified Public Accountant.

                                       28
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated by reference to
the information under the caption "Executive Compensation" in the Proxy
Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference to
the information under the caption "Record Date and Stock Ownership" in the
Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by reference to
the information under the caption "Certain Transactions" in the Proxy
Statement.



                                       29
<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a)   1.  Financial Statements

           The following Consolidated Financial Statements of
           CardioThoracic Systems, Inc.  and Report of  Independent
           Accountants are incorporated by reference in the respective
           portions of the Registrant's 1996 annual report to
           stockholders included in Exhibit 13.1 to the report:

               Consolidated Balance Sheets; December 31, 1996 and 1995

               Consolidated Statements of Operations; Year ended December 31,
               1996 and the period from June 15, 1995 (date of inception) to
               December 31, 1995

               Consolidated Statement of Stockholders' Equity; Year ended
               December 31, 1996 and the period from June 15, 1995 (date of
               inception) to December 31, 1995

               Consolidated Statements of Cash Flows; Year ended December 31,
               1996 and the period from June 15, 1995 (date of inception) to
               December 31, 1995

               Notes to Consolidated Financial Statements

               Report of Independent Accountants

           The following Financial Statements of Informed Creation and Report
           of Independent Accountants are incorporated by reference in the
           respective portions of the Registrant's 1996 annual report to
           stockholders included in Exhibit 13.1 to the report:

               Balance Sheet; June 14, 1995

               Statements of Operations; Period from January 1, 1995 to June 14,
               1995, year ended December 31, 1994 and the period from November
               3, 1993 (date of inception) to June 14, 1995

               Statement of Sole Proprietorship Capital; Period from January 1,
               1995 to June 14, 1995, year ended December 31, 1994 and the
               period from November 3, 1993 (date of inception) to December 31,
               1993

               Statements of Cash Flows; Period from January 1, 1995 to June 14,
               1995, year ended December 31, 1994 and the period from November
               3, 1993 (date of inception) to June14, 1995

               Notes to Financial Statements


               Report of Independent Accountants


                                       30
<PAGE>


       2.  Financial Statement Schedules

           All financial statement schedules are omitted because they are
           not applicable or the required information is shown in the
           Consolidated Financial Statements or the notes thereto.

       3.  Exhibits

           Refer to (c) below.

 (b)   Reports on Form 8 - K.

       The Company was not required to and did not file any reports on Form 8-K
       during the three months ended December 31, 1996.

 (c)   Exhibits

                             EXHIBIT INDEX

   Exhibit
     No.                      Description
  ---------   ----------------------------------------------------------------
    3.2(1)    Restated Certificate of Incorporation.

    3.3       Bylaws of Registrant (as amended).

    3.4(5)    Certificate of Designations of Rights, Preferences and Privileges
              of Series A Participating Preferred Stock.

    3.5(5)    Preferred Shares Rights Agreement, dated as of February 14,
              1997.

    4.1(1)    Specimen Common Stock Certificate.

   10.1(1)    Form of Indemnification Agreement between the Company and each of
              its directors and officers.

   10.2       Incentive Stock Plan and form of Agreements thereunder
              (as amended).

   10.3(1)    Director Option Plan and form of Director Stock Option Agreement
              thereunder.

   10.4(1)    Employee Stock Purchase Plan and form of agreements thereunder.

   10.5       Nonstatutory Stock Option Plan and form of Nonstatutory Stock
              Option Agreement thereunder (as amended).

   10.6(1)    Form of Employment, Confidential Information and Invention
              Assignment Agrement.

   10.8(1)    Consulting Agreement, dated June 10, 1995, between the company and
              Federico Benetti, MD.

   10.9(1)    Assignment Agreement, dated June 30, 1995 (as amended by Amendment
              Agreement dated August 31, 1995), between the Company and Federico
              Benetti, M.D.

  10.10(1)    Employment Letter Agreement, dated September 5, 1995, between the
              Company and Charles S. Taylor.

                                      31

<PAGE>

  10.11(1)    Assignment Agreement, dated September 7, 1995, between the Company
              and Charles s. Taylor.

  10.12(1)    Shareholder rights Agreement dated September 8, 1995 (as amended
              January 3, 1996) between the Company and certain holders of the
              Registrant's securities.

  10.13(1)    Letter Agreement regarding Heartport trade secret allegations,
              dated October 11, 1995, between the Company and Charles S. Taylor.

  10.14(1)    Assignment, Assumption of Lease and Consent, dated November 9,
              1995, between the Company and Cardiovascular Concepts, Inc.
              ("CVC") for the premises located at 3260 Alpine Road,
              Portola Valley, California 94028.

  10.16(1)    Promissory Note, dated December 4, 1995, between the Company and
              Ivan Sepetka.

  10.17(1)    Consent to Assignment, dated December 22, 1995, among the Company,
              Viking Partners, Inc. ("Viking), CVC and Fogarty Engineering, Inc.
              for the premises located at 3260 Alpine Road, Portola Valley,
              California 94028.

  10.19(1)    First Amendment to Assignment, Assumption of Lease and Consent,
              dated December 22, 1995, between the Company and CVC for the
              premises located at 3260 Alpine Road, California 94028.

  10.21(1)    Consulting Agreement, dated February 21, 1996, between the Company
              and Thomas J. Fogarty, M.D.

  10.22(1)    Development and License Agreement, dated February 19, 1996,
              between the Company and Enable Medical Corp.

  10.23(1)    Employemtn Letter Agreement, dated March 15, 1996, between the
              Company and Steve M. Van Dick.

  10.24(1)    Lease dated March 29, 1996 for space located at 10600 North Tantau
              Avenue, Cupertino, California between the Company and Spieker
              Properties, L.P.

  10.25(2)    Employment Letter Agreement, dated February 22, 1996, between the
              Company and Thomas Afzal.

  10.26(2)    Employment Letter Agreement, dated March 13, 1996, between the
              Company and Robert Rosenbluth.

  10.27(3)    Employment Letter Agreement, dated Aporil 19, 1996, between the
              Company and Steve Van Dick.

  10.28(3)    Promissory Note for $300,000 dated April 29, 1996, between the
              Company and Thomas Afzal.

  10.29(3)    Promissory Note for $35,000 dated May 20, 1996, between the

                                     32

<PAGE>

              Company and Michael J. Billig.

  10.30(3)    Promissory Note for $55,000 dated June 5, 1996, between the
              Company and Thomas Afzal.

  10.31(4)    Promissory Note for $750,000 and Security Agreement dated
              August 16, 1996, between the Company and Richard Ferrari.

  10.32       Promissory Note for $200,000 dated December 3, 1996, between the
              Company and Steve Van Dick.

  11.1        Calculation of earnings per share

  13.1        Portions of Annual Report to Stockholders incorporated by
              reference.

  23.1        Consents of Coopers & Lybrand L.L.P., Independent Accountants

  27.1        Financial Data Schedule
---------------------------------------

              (1)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Registration
                   Statement on Form S-1 (Registration No. 333-1840).

              (2)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Form 10-Q
                   for the period ended March 31, 1996.

              (3)  Incorporated herein by reference to the same-numbered
                   exhibit previously  filed with the Company's Form 10-Q
                   for the period ended June 30, 1996.

              (4)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Form 10-Q
                   for the period ended September 10, 1996.

              (5)  Incorporated herein by reference to the Company's
                   Registration Statement on Form 8-A, filed with the
                   Securities and Exchange Commission on February 28, 1997.


                                       33
<PAGE>

 SIGNATURES


     Pursuant to the requirements of Section 13 and 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.



Date:  March 27, 1997                       CARDIOTHORACIC SYSTEMS, INC.



                                         /S/ Richard M. Ferrari
                                        -------------------------------------
                                        Richard M. Ferrari
                                        President and Chief Executive Officer




                                       34
<PAGE>

     KNOW ALL MEN AN WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard M. Ferrari and Steve
M. Van Dick, jointly and severally, his or her attorneys-in-fact, and each
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchanges Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may
do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.



/S/  Richard M. Ferrari       President and Chief Executive      March 27, 1997
----------------------------  Officer (Principal Executive
Richard M. Ferrari            Officer)


/S/  Steve M. Van Dick        Vice President of Finance and      March 27, 1997
----------------------------  and Administration and Chief
Steve M. Van Dick             Financial Officer (Principal
                              Financial and Accounting Officer)


/S/  Joseph A. Ciffolillo     Director                           March 27, 1997
----------------------------
Joseph A. Ciffolillo


/S/  Thomas J. Fogarty, M.D.  Director                           March 27, 1997
----------------------------
Thomas J. Fogarty


/S/  Jack W. Lasersohn        Director                           March 27, 1997
----------------------------
Jack W. Lasersohn


/S/  Thomas C. McConnell      Director                           March 27, 1997
----------------------------
Thomas C. McConnell


/S/  Robert C. Bellas, Jr.    Director                           March 27, 1997
----------------------------
Robert C. Bellas, Jr.


/S/  Philip M. Young          Director                           March 27, 1997
----------------------------
Philip M. Young




                                       35
<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                             Page
Number              Exhibit Description                            Number
--------       ----------------------------------------            ------
    3.2(1)    Restated Certificate of Incorporation.

    3.3       Bylaws of Registrant (as amended).

    3.4(5)    Certificate of Designations of Rights, Preferences and Privileges
              of Series A Participating Preferred Stock.

    3.5(5)    Preferred Shares Rights Agreement, dated as of February 14,
              1997.

    4.1(1)    Specimen Common Stock Certificate.

   10.1(1)    Form of Indemnification Agreement between the Company and each of
              its directors and officers.

   10.2       Incentive Stock Plan and form of Agreements thereunder
              (as amended).

   10.3(1)    Director Option Plan and form of Director Stock Option Agreement
              thereunder.

   10.4(1)    Employee Stock Purchase Plan and form of agreements thereunder.

   10.5       Nonstatutory Stock Option Plan and form of Nonstatutory Stock
              Option Agreement thereunder (as amended).

   10.6(1)    Form of Employment, Confidential Information and Invention
              Assignment Agrement.

   10.8(1)    Consulting Agreement, dated June 10, 1995, between the company and
              Federico Benetti, MD.

   10.9(1)    Assignment Agreement, dated June 30, 1995 (as amended by Amendment
              Agreement dated August 31, 1995), between the Company and Federico
              Benetti, M.D.

  10.10(1)    Employment Letter Agreement, dated September 5, 1995, between the
              Company and Charles S. Taylor.

                                      36

<PAGE>

  10.11(1)    Assignment Agreement, dated September 7, 1995, between the Company
              and Charles s. Taylor.

  10.12(1)    Shareholder rights Agreement dated September 8, 1995 (as amended
              January 3, 1996) between the Company and certain holders of the
              Registrant's securities.

  10.13(1)    Letter Agreement regarding Heartport trade secret allegations,
              dated October 11, 1995, between the Company and Charles S. Taylor.

  10.14(1)    Assignment, Assumption of Lease and Consent, dated November 9,
              1995, between the Company and Cardiovascular Concepts, Inc.
              ("CVC") for the premises located at 3260 Alpine Road,
              Portola Valley, California 94028.

  10.16(1)    Promissory Note, dated December 4, 1995, between the Company and
              Ivan Sepetka.

  10.17(1)    Consent to Assignment, dated December 22, 1995, among the Company,
              Viking Partners, Inc. ("Viking), CVC and Fogarty Engineering, Inc.
              for the premises located at 3260 Alpine Road, Portola Valley,
              California 94028.

  10.19(1)    First Amendment to Assignment, Assumption of Lease and Consent,
              dated December 22, 1995, between the Company and CVC for the
              premises located at 3260 Alpine Road, California 94028.

  10.21(1)    Consulting Agreement, dated February 21, 1996, between the Company
              and Thomas J. Fogarty, M.D.

  10.22(1)    Development and License Agreement, dated February 19, 1996,
              between the Company and Enable Medical Corp.

  10.23(1)    Employemtn Letter Agreement, dated March 15, 1996, between the
              Company and Steve M. Van Dick.

  10.24(1)    Lease dated March 29, 1996 for space located at 10600 North Tantau
              Avenue, Cupertino, California between the Company and Spieker
              Properties, L.P.

  10.25(2)    Employment Letter Agreement, dated February 22, 1996, between the
              Company and Thomas Afzal.

  10.26(2)    Employment Letter Agreement, dated March 13, 1996, between the
              Company and Robert Rosenbluth.

  10.27(3)    Employment Letter Agreement, dated Aporil 19, 1996, between the
              Company and Steve Van Dick.

  10.28(3)    Promissory Note for $300,000 dated April 29, 1996, between the
              Company and Thomas Afzal.

  10.29(3)    Promissory Note for $35,000 dated May 20, 1996, between the

                                     37

<PAGE>

              Company and Michael J. Billig.

  10.30(3)    Promissory Note for $55,000 dated June 5, 1996, between the
              Company and Thomas Afzal.

  10.31(4)    Promissory Note for $750,000 and Security Agreement dated
              August 16, 1996, between the Company and Richard Ferrari.

  10.32       Promissory Note for $200,000 dated December 3, 1996, between the
              Company and Steve Van Dick.

  11.1        Calculation of earnings per share

  13.1        Portions of Annual Report to Stockholders incorporated by
              reference.

  23.1        Consents of Coopers & Lybrand L.L.P., Independent Accountants

  27.1        Financial Data Schedule
---------------------------------------

              (1)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Registration
                   Statement Form S-1 (Registration No. 333-1840).

              (2)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Form 10-Q
                   for the period ended March 31, 1996.

              (3)  Incorporated herein by reference to the same-numbered
                   exhibit previously  filed with the Company's Form 10-Q
                   for the period ended June 30, 1996.

              (4)  Incorporated herein by reference to the same-numbered
                   exhibit previously filed with the Company's Form 10-Q
                   for the period ended September 10, 1996.

              (5)  Incorporated herein by reference to the Company's
                   Registration Statement on Form 8-A, filed with the
                   Securities and Exchange Commission on February 28, 1997.


                                      38