##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2010
 o
    
    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: 001-34256
 HEARTWARE INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-3636023(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 205 Newbury Street, Suite 101
Framingham, Massachusetts 01701
+1 508 739 0950
 
 
 : þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
  Class
    
    Shares Outstanding as of July 30, 2010Common Stock, $0.001 Par Value Per Share
    
    13,726,171




---



##### 



PART I. FINANCIAL INFORMATION
    
    
    4ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    4ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    21ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    28ITEM 4. CONTROLS AND PROCEDURES
    
    
    28PART II. OTHER INFORMATION
    
    
    29ITEM 1A. RISK FACTORS
    
    
    29ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    29ITEM 6. EXHIBITS
    
    
    29Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  
  2




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References
  
    
    HeartWare, the Company, HeartWare Group, we, us and our refer to HeartWare
International, Inc. and its consolidated subsidiaries, HeartWare Pty. Limited, HeartWare,
Inc., HeartWare GmbH and HeartWare (UK) Limited.
 
    
    HeartWare International, Inc. refers to HeartWare International, Inc., a Delaware
corporation incorporated on July 29, 2008.
 
    
    HeartWare Pty. Limited refers to HeartWare Pty. Limited (formerly known as HeartWare
Limited), an Australian proprietary corporation originally incorporated on November 26,
2004.
 
    
    HeartWare, Inc. refers to HeartWare, Inc., a Delaware corporation incorporated on
April 3, 2003. HeartWare, Inc. was acquired by HeartWare Pty. Limited on January 24, 2005.
 
    
    HeartWare GmbH refers to HeartWare GmbH, a German corporation established on February
19, 2010.
 
    
    HeartWare (UK) Limited refers to HeartWare (UK) Limited, a limited liability corporation
established in the United Kingdom on February 19, 2010.
 Currency
 
 Trademarks
  Forward-Looking Statements
  
  3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 HEARTWARE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    83,325,971
    
    
    $
    50,834,714Short-term investments, net
    
    
    16,432,420
    
    
    
    Accounts receivable, net
    
    
    7,532,860
    
    
    
    11,384,647Inventories, net
    
    
    15,628,388
    
    
    
    8,870,903Prepaid expenses and other current assets
    
    
    2,049,533
    
    
    
    1,663,157Total current assets
    
    
    124,969,172
    
    
    
    72,753,421Property, plant and equipment, net
    
    
    5,619,577
    
    
    
    3,719,415Other intangible assets, net
    
    
    1,427,465
    
    
    
    1,191,917Restricted cash
    
    
    288,429
    
    
    
    288,429Total assets
    
    $
    132,304,643
    
    
    $
    77,953,182LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,471,294
    
    
    $
    3,122,131Accrued expenses and other current liabilities
    
    
    5,192,710
    
    
    
    3,848,086Total current liabilities
    
    
    8,664,004
    
    
    
    6,970,217Commitments and contingenciesStockholders equity:Preferred stock  $.001 par value; 5,000,000
shares authorized; no shares issued and
outstanding at June 30, 2010 and December 31,
2009
    
    
    
    
    
    
    Common stock  $.001 par value; 25,000,000
shares authorized; 13,726,171 and 11,786,173
shares issued and outstanding at June 30, 2010
and December 31, 2009, respectively
    
    
    13,726
    
    
    
    11,786Additional paid-in capital
    
    
    243,988,289
    
    
    
    176,698,329Accumulated deficit
    
    
    (112,398,009
    )
    
    
    (97,871,645
    )Accumulated other comprehensive loss
    
    
    (7,963,367
    )
    
    
    (7,855,505
    )Total stockholders equity
    
    
    123,640,639
    
    
    
    70,982,965Total liabilities and stockholders equity
    
    $
    132,304,643
    
    
    $
    77,953,182
   4




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HEARTWARE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues, net
    
    $
    9,757,078
    
    
    $
    2,968,447
    
    
    $
    20,460,198
    
    
    $
    4,446,243Cost of revenues
    
    
    4,293,348
    
    
    
    1,579,421
    
    
    
    9,973,890
    
    
    
    2,297,729Gross profit
    
    
    5,463,730
    
    
    
    1,389,026
    
    
    
    10,486,308
    
    
    
    2,148,514Operating expenses:Selling, general and administrative
    
    
    7,688,379
    
    
    
    4,372,200
    
    
    
    12,244,801
    
    
    
    8,571,863Research and development
    
    
    7,511,201
    
    
    
    2,858,514
    
    
    
    12,266,879
    
    
    
    6,348,294Total operating expenses
    
    
    15,199,580
    
    
    
    7,230,714
    
    
    
    24,511,680
    
    
    
    14,920,157Loss from operations
    
    
    (9,735,850
    )
    
    
    (5,841,688
    )
    
    
    (14,025,372
    )
    
    
    (12,771,643
    )Other income (expense):Foreign exchange loss
    
    
    (406,486
    )
    
    
    (1,060,206
    )
    
    
    (773,500
    )
    
    
    (367,658
    )Interest expense
    
    
    (971
    )
    
    
    
    
    
    
    (971
    )
    
    
    Interest income, net
    
    
    161,258
    
    
    
    11,793
    
    
    
    273,479
    
    
    
    18,549Other, net
    
    
    
    
    
    
    (655
    )
    
    
    
    
    
    
    (2,687
    )Loss before income taxes
    
    
    (9,982,049
    )
    
    
    (6,890,756
    )
    
    
    (14,526,364
    )
    
    
    (13,123,439
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (9,982,049
    )
    
    $
    (6,890,756
    )
    
    $
    (14,526,364
    )
    
    $
    (13,123,439
    )Net loss per common share  basic
and diluted
    
    $
    (0.73
    )
    
    $
    (0.78
    )
    
    $
    (1.09
    )
    
    $
    (1.48
    )Weighted average shares
outstanding  basic and diluted
    
    
    13,682,734
    
    
    
    8,876,398
    
    
    
    13,322,531
    
    
    
    8,871,685
   5




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HEARTWARE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (9,982,049
    )
    
    $
    (6,890,756
    )
    
    $
    (14,526,364
    )
    
    $
    (13,123,439
    )Foreign currency
translation
adjustments
    
    
    (139,455
    )
    
    
    1,340,919
    
    
    
    (62,738
    )
    
    
    754,359Unrealized loss on
short-term
investments
    
    
    (21,332
    )
    
    
    
    
    
    
    (45,124
    )
    
    
    Comprehensive loss
    
    $
    (10,142,836
    )
    
    $
    (5,549,837
    )
    
    $
    (14,634,226
    )
    
    $
    (12,369,080
    )
   6




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HEARTWARE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(unaudited)
 AccumulatedCommon Shares
    
    
    Additional
    
    
    
    
    
    
    OtherShares
    
    
    
    
    
    
    Paid-In
    
    
    Accumulated
    
    
    ComprehensiveIssued
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    TotalBalance, December 31, 2009
    
    
    11,786,173
    
    
    $
    11,786
    
    
    $
    176,698,329
    
    
    $
    (97,871,645
    )
    
    $
    (7,855,505
    )
    
    $
    70,982,965Issuance of common stock
pursuant to public
offering, net of offering
costs
    
    
    1,767,900
    
    
    
    1,768
    
    
    
    58,487,069
    
    
    
    
    
    
    
    
    
    
    
    58,488,837Issuance of common stock
pursuant to share-based
awards
    
    
    172,098
    
    
    
    172
    
    
    
    2,803,929
    
    
    
    
    
    
    
    
    
    
    
    2,804,101Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    5,998,962
    
    
    
    
    
    
    
    
    
    
    
    5,998,962Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,526,364
    )
    
    
    
    
    
    
    (14,526,364
    )Accumulated
other comprehensive loss:Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,738
    )
    
    
    (62,738
    )Unrealized loss on
short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,124
    )
    
    
    (45,124
    )Balance, June 30, 2010
    
    
    13,726,171
    
    
    $
    13,726
    
    
    $
    243,988,289
    
    
    $
    (112,398,009
    )
    
    $
    (7,963,367
    )
    
    $
    123,640,639
   7




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##### Table of Contents



HEARTWARE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)
 Six Months Ended June 30,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (14,526,364
    )
    
    $
    (13,123,439
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    580,536
    
    
    
    421,816Amortization
    
    
    47,862
    
    
    
    34,785Share-based compensation expense
    
    
    5,998,962
    
    
    
    500,600Other non-cash expenses
    
    
    452,054
    
    
    
    2,687Change in operating assets and liabilities:Accounts receivable
    
    
    3,528,615
    
    
    
    (2,330,059
    )Inventories
    
    
    (6,757,485
    )
    
    
    (4,845,398
    )Prepaid expenses and other current assets
    
    
    (389,974
    )
    
    
    47,602Accounts payable
    
    
    356,854
    
    
    
    2,451,256Accrued expenses and other current liabilities
    
    
    1,430,473
    
    
    
    1,745,068Net cash used in operating activities
    
    
    (9,278,467
    )
    
    
    (15,095,082
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchases of short-term investments
    
    
    (16,644,600
    )
    
    
    Additions to property, plant and equipment
    
    
    (2,497,481
    )
    
    
    (335,531
    )Additions to patents
    
    
    (283,410
    )
    
    
    (286,727
    )Net cash used in investing activities
    
    
    (19,425,491
    )
    
    
    (622,258
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock
    
    
    62,760,450
    
    
    
    Payment of offering costs
    
    
    (4,359,934
    )
    
    
    Proceeds from exercise of stock options
    
    
    2,804,101
    
    
    
    112,062Net cash provided by financing activities
    
    
    61,204,617
    
    
    
    112,062Effect of exchange rate changes on cash and cash equivalents
    
    
    (9,402
    )
    
    
    727,072INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    32,491,257
    
    
    
    (14,878,206
    )CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD
    
    
    50,834,714
    
    
    
    20,803,656CASH AND CASH EQUIVALENTS  END OF PERIOD
    
    $
    83,325,971
    
    
    $
    5,925,450
   8




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##### Table of Contents



HEARTWARE INTERNATIONAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1. Basis of Presentation
   2. Liquidity
    3. Significant Accounting Policies
 Principles of Consolidation
   9




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##### Table of Contents



Accounting Estimates
  Cash and Cash Equivalents
  Investments
  Receivables
  Inventories
  Product Warranty
    10




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##### Table of Contents



Six months endedJune 30,2010
    
    
    2009Beginning balance
    
    $
    99,169
    
    
    $
    Accrual for warranties
    
    
    97,362
    
    
    
    Warranty costs incurred during the period
    
    
    (47,363
    )
    
    
    Ending balance
    
    $
    149,168
    
    
    $
    
 Fair Value Measurements
  Vendor Concentration
  Concentration of Credit Risk
   New Accounting Standards
 Software (Topic 985): Certain Revenue Arrangements That Include Software
Elements (a consensus of the FASB Emerging Issues Task Force). Software: Revenue Recognition,
  11




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Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements
 Compensation-Stock Compensation (Topic 718):
Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the
Market in Which the Underlying Equity Security Trades
 4. Investments
   Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    AggregateCost Basis
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueUS corporate bonds and notes
    
    $
    16,477,544
    
    
    $
    
    
    
    $
    (45,124
    )
    
    $
    16,432,420Total short-term investments
    
    $
    16,477,544
    
    
    $
    
    
    
    $
    (45,124
    )
    
    $
    16,432,420
  5. Fair Value Measurements
 Fair Value Measurements and Disclosures,
  12




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##### Table of Contents



Fair Value Measurements at the Reporting Date UsingTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3US corporate bonds and notes
    
    $
    16,432,420
    
    
    $
    
    
    
    $
    16,432,420
    
    
    $
    Total short-term investments
    
    $
    16,432,420
    
    
    $
    
    
    
    $
    16,432,420
    
    
    $
    
  6. Inventories, Net
  June 30,
    
    
    December 31,2010
    
    
    2009Raw material
    
    $
    4,946,647
    
    
    $
    2,984,486Work-in-process
    
    
    3,269,034
    
    
    
    1,497,591Finished goods
    
    
    7,412,707
    
    
    
    4,388,826$
    15,628,388
    
    
    $
    8,870,903
   13




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##### Table of Contents



7. Property, Plant and Equipment, Net
  Estimated
    
    
    June 30,
    
    
    December 31,Useful Lives
    
    
    2010
    
    
    2009Machinery and equipment
    
    
    5 to 7 years
    
    
    $
    7,006,060
    
    
    $
    5,295,217Leasehold improvements
    
    
    3 to 7 years
    
    
    
    248,874
    
    
    
    210,570Office equipment, furniture
and fixtures
    
    
    5 to 7 years
    
    
    
    311,401
    
    
    
    278,587Purchased software
    
    
    5 to 7 years
    
    
    
    1,182,817
    
    
    
    487,3888,749,152
    
    
    
    6,271,762Less: accumulated depreciation
    
    
    
    
    
    
    (3,129,575
    )
    
    
    (2,552,347
    )$
    5,619,577
    
    
    $
    3,719,415
 8. Other Intangible Assets, Net
  June 30, 2010
    
    
    December 31, 2009Weighted Average Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmortizable Intangible Assets
    
    (Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationPatents
    
    
    15
    
    
    $
    1,640,055
    
    
    $
    (212,590
    )
    
    $
    1,356,645
    
    
    $
    (164,728
    )
  9. Accrued Expenses and Other Current Liabilities
  June 30,
    
    
    December 31,2010
    
    
    2009Accrued payroll and other employee costs
    
    $
    2,435,795
    
    
    $
    2,487,066Accrued material purchases
    
    
    603,663
    
    
    
    370,226Accrued research and development expenses
    
    
    1,319,405
    
    
    
    344,256Accrued professional fees
    
    
    209,415
    
    
    
    347,063Other accrued expenses
    
    
    624,432
    
    
    
    299,475$
    5,192,710
    
    
    $
    3,848,086
  10. Stockholders Equity
   14




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11. Share-Based Compensation
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of revenues
    
    $
    207,270
    
    
    $
    63,768
    
    
    $
    475,920
    
    
    $
    79,655Selling, general and administrative
    
    
    3,577,919
    
    
    
    81,033
    
    
    
    4,479,977
    
    
    
    221,250Research and development
    
    
    487,306
    
    
    
    61,319
    
    
    
    1,043,065
    
    
    
    199,695$
    4,272,495
    
    
    $
    206,120
    
    
    $
    5,998,962
    
    
    $
    500,600
   Equity Plans
   15




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Stock Options
    Three Months Ended
    
    
    Six Months EndedJune 30, 2010
    
    
    June 30, 2010Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    60.53
    %
    
    
    61.05
    %Risk-free interest rate
    
    
    2.63
    %
    
    
    2.81
    %Estimated holding period (years)
    
    
    6.25
    
    
    
    6.25
  WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual Life
    
    
    AggregateShares
    
    
    Price
    
    
    (Years)
    
    
    Intrinsic ValueOutstanding at December 31,
2009
    
    
    520,835
    
    
    $
    27.96Granted
    
    
    29,500
    
    
    
    45.71Exercised
    
    
    (104,966
    )
    
    
    26.71Forfeited
    
    
    (6,501
    )
    
    
    25.39Expired
    
    
    (9,563
    )
    
    
    36.48Outstanding at June 30, 2010
    
    
    429,305
    
    
    $
    28.19
    
    
    
    7.19
    
    
    $
    17,980,100Exercisable at June 30, 2010
    
    
    187,885
    
    
    $
    29.05
    
    
    
    6.24
    
    
    $
    7,706,343
  16




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##### Table of Contents



Restricted Stock Units
   WeightedAverageRemainingContractualNumber of
    
    
    Life
    
    
    AggregateUnits
    
    
    (Years)
    
    
    Intrinsic ValueOutstanding at December 31, 2009
    
    
    413,135Granted
    
    
    145,000Vested/Exercised
    
    
    (67,132
    )Forfeited
    
    
    (5,107
    )Expired
    
    
    Outstanding at June 30, 2010
    
    
    485,896
    
    
    
    9.02
    
    
    $
    34,046,733Exercisable at June 30, 2010
    
    
    
    
    
    
    
    
    
    $
    
     17




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##### Table of Contents



12. Net Loss Per Common Share
  Three and Six Months EndedJune 30,2010
    
    
    2009Common shares issuable upon:Exercise of share-based awards
    
    
    915,201
    
    
    
    765,972
 13. Business Segment, Geographic Areas and Major Customers
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Domestic
    
    $
    1,865
    
    
    $
    1,804
    
    
    $
    4,547
    
    
    $
    2,929International
    
    
    7,892
    
    
    
    1,164
    
    
    
    15,913
    
    
    
    1,517$
    9,757
    
    
    $
    2,968
    
    
    $
    20,460
    
    
    $
    4,446
    18




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14. Commitments and Contingencies
          19




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15. Subsequent Events
    20




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
         21




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Critical Accounting Policies and Estimates
  Managements Discussion and Analysis of Financial Condition and Results of Operations
  22




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Results of Operations
 Three and six months ended June 30, 2010 and 2009
 Revenues, net
    Cost of Revenues
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross profit (in thousands)
    
    $
    5,464
    
    
    $
    1,389
    
    
    $
    10,486
    
    
    $
    2,149Gross margin %
    
    
    56
    %
    
    
    47
    %
    
    
    51
    %
    
    
    48
    %
   23




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##### Table of Contents



Selling, General and Administrative
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    Change(in thousands)
    
    
    
    
    
    (in thousands)Total selling,
general and
administrative
    
    $
    7,688
    
    
    $
    4,372
    
    
    
    75.8
    %
    
    $
    12,245
    
    
    $
    8,572
    
    
    
    42.8
    %
      24




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##### Table of Contents



Research and Development
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    Change(in thousands)
    
    
    
    
    
    (in thousands)Total research and
development
expenses
    
    $
    7,511
    
    
    $
    2,859
    
    
    
    162.7
    %
    
    $
    12,267
    
    
    $
    6,348
    
    
    
    93.2
    %
    Foreign Exchange
  Interest Income, net
   25




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##### Table of Contents



Income Taxes
   Liquidity and Capital Resources
   Six Months Ended June 30,2010
    
    
    2009Net cash used in operating activities
    
    $
    (9,278,467
    )
    
    $
    (15,095,082
    )Net cash used in investing activities
    
    
    (19,425,491
    )
    
    
    (622,258
    )Net cash provided by financing activities
    
    
    61,204,617
    
    
    
    112,062Effect of exchange rate changes on cash and cash
equivalents
    
    
    (9,402
    )
    
    
    727,072Net increase (decrease) in cash and cash equivalents
    
    $
    32,491,257
    
    
    $
    (14,878,206
    )
 Cash Used in Operating Activities
   Cash Used in Investing Activities
   26




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Cash Provided by Financing Activities
    Contractual Obligations
   27




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Rate Fluctuations
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   28




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
   Recently adopted healthcare reform legislation may impact our profitability.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
 ITEM 6. EXHIBITS
 3.1
    
    
    Certificate of Incorporation of HeartWare International, Inc. (1)3.2
    
    
    Bylaws of HeartWare International, Inc. (1)10.1
    
    
    Nonstatutory Stock Option Notice to 2008 Stock Incentive Plan* +10.2
    
    
    Restricted Stock Units Notice to 2008 Stock Incentive Plan* +31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act
  29




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31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act31.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith(1)
    
    Incorporated by reference to the respective exhibits filed with the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission on November 13, 2008.+
    
    Management contract or compensatory plan or arrangement.  30




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##### Table of Contents



Signatures
  HEARTWARE INTERNATIONAL, INC.Date: August 6, 2010
    
    /s/ Douglas Godshall

Douglas GodshallChief Executive OfficerDate: August 6, 2010
    
    /s/ David McIntyre

David McIntyre
Chief Financial Officer and Chief Operating Officer
  31




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EXHIBIT INDEX
 10.1
    
    
    Nonstatutory Stock Option Notice to 2008 Stock Incentive Plan10.2
    
    
    Restricted Stock Units Notice to 2008 Stock Incentive Plan31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act31.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
  32