##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 001-34256
 HEARTWARE INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-3636023(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 
 
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, $0.001 Par Value Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
 
 Yes o No þ
 o þ
 þ o
 o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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Explanatory Note




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##### 



Part III
    
    
    1Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    1Item 11. EXECUTIVE COMPENSATION
    
    
    6Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    13Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    15Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    15Part IV
    
    
    16Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    16Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



Part III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionDIRECTORS:Robert Thomas
    
    
    64
    
    
    Chairman and DirectorSeth Harrison
    
    
    48
    
    
    Deputy Chairman and DirectorDouglas Godshall
    
    
    44
    
    
    Executive Director, President and Chief Executive OfficerChristine Bennett
    
    
    53
    
    
    DirectorDenis Wade
    
    
    71
    
    
    DirectorRobert Stockman
    
    
    55
    
    
    DirectorTimothy Barberich
    
    
    61
    
    
    DirectorC. Raymond Larkin, Jr.
    
    
    60
    
    
    DirectorEXECUTIVE OFFICERS:Douglas Godshall
    
    
    44
    
    
    Director, President and Chief Executive OfficerDavid McIntyre
    
    
    38
    
    
    Chief Financial Officer and Chief Operating Officer, Company SecretaryJeffrey LaRose
    
    
    47
    
    
    Chief Scientific OfficerDavid Hathaway
    
    
    61
    
    
    Chief Medical OfficerLauren Farrell
    
    
    41
    
    
    Vice President, FinanceRamon Paz
    
    
    51
    
    
    Vice President, Quality AssuranceJames Schuermann
    
    
    41
    
    
    Vice President, Sales and MarketingBarry Yomtov
    
    
    53
    
    
    Vice President, Product Development
 Biographical Summaries
 Robert Thomas.
 Seth Harrison.
 Douglas Godshall.
  1




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Christine Bennett.
 Denis Wade.
 Denis Wade.
 Robert Stockman.
  2




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Timothy Barberich.
 C. Raymond Larkin, Jr.
 David McIntyre .
 Jeffrey LaRose .
 David Hathaway.
  3




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Lauren Farrell.
 Ramon Augusto Paz.
 James Schuermann.
 Barry Yomtov .
 Compliance With Section 16(a) of the Exchange Act
    4




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Board and Board Committees
   Audit Committee
 www.heartware.com
  Compensation Committee
 www.heartware.com
  Nominating and Governance Committee
 www.heartware.com
  5




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##### Table of Contents



Code of Business Conduct and Ethics
 www.heartware.com
 
 Item 11. EXECUTIVE COMPENSATION
  Compensation of Named Executive Officers
  SUMMARY COMPENSATION TABLE
For the Years Ended December 31, 2008 and 2007
 Non-EquityOption
    
    
    Incentive PlanStock Awards
    
    
    Awards
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Douglas Godshall
    
    
    2008
    
    
    
    350,000
    
    
    
    
    
    
    
    107,503
    
    
    
    668,375
    
    
    
    85,000
    (4)
    
    
    
    
    
    
    1,210,878Chief Executive Officer
    
    
    2007
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    1,274,759
    
    
    
    71,250
    
    
    
    
    
    
    
    1,696,009David McIntyre
    
    
    2008
    
    
    
    225,000
    
    
    
    55,000
    (5)
    
    
    54,790
    
    
    
    31,648
    
    
    
    
    
    
    
    108,000
    (7)
    
    
    474,438Chief Financial Officer and
    
    
    2007
    
    
    
    225,000
    
    
    
    45,000
    (6)
    
    
    6,737
    
    
    
    76,202
    
    
    
    
    
    
    
    108,000
    (7)
    
    
    460,939Chief Operating OfficerJeffrey La Rose
    
    
    2008
    
    
    
    225,000
    
    
    
    55,000
    (5)
    
    
    41,093
    
    
    
    42,819
    
    
    
    
    
    
    
    
    
    
    
    363,912Chief Scientific Officer
    
    
    2007
    
    
    
    225,000
    
    
    
    45,000
    (6)
    
    
    5,052
    
    
    
    84,783
    
    
    
    
    
    
    
    
    
    
    
    359,835
  6




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(1)
    
    Represents compensation expense recognized by us in 2008 and 2007 for financial accounting
purposes in accordance with SFAS 123R related to restricted stock unit awards. It does not
reflect compensation actually received by the named executive officer. All restricted stock
units, or stock awards, are issued with an exercise price of nil. The assumptions made in the
valuation of such awards are set forth under Note 8 of the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 26, 2009. All 2007 amounts were converted into US dollars using the average
exchange rate for the fiscal year 2007 of AU$1.00 = US$0.8384. All 2008 amounts were converted
into US dollars using the average exchange rate for the fiscal year 2008 of AU$1.00 =
US$0.8530.(2)
    
    Represents compensation expense recognized by us in 2008 and 2007 for financial accounting
purposes in accordance with SFAS 123R related to employee stock option awards. It does not
reflect compensation actually received by the named executive officer. The assumptions made in
the valuation of such awards are set forth under Note 8 of the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 26, 2009. Option awards were granted with exercise prices in Australian dollars.
All 2007 amounts were converted into US dollars using the average exchange rate for the fiscal
year 2007 of AU$1.00 = US$0.8384. All 2008 amounts were converted into US dollars using the
average exchange rate for the fiscal year 2008 of AU$1.00 = US$0.8530.(3)
    
    Amounts reported represent a cash incentive compensation award paid in conjunction with the
terms of Mr. Godshalls employment agreement as described below.(4)
    
    On August 14, 2008, the Company announced that it proposed to seek stockholder approval to
grant our Chief Executive Officer, Mr. Godshall, 1.2 million performance rights under the
HeartWare Limited Performance Rights Plan. Following redomiciliation, this grant is
equivalent to the Company issuing Mr. Godshall with 34,285 restricted stock units (applying a
35:1 ratio). The Board of Directors proposes to seek such stockholder approval, as required
by the listing rules of the Australian Securities Exchange, at its stockholder meeting to be
held during mid-2009.(5)
    
    Represents cash bonus paid on January 2, 2009 as part of Company-wide discretionary bonus
program in recognition of the achievement of corporate milestones.(6)
    
    Represents cash bonus paid on October 31, 2007 as part of Company-wide discretionary bonus
program in recognition of the achievement of corporate milestones.(7)
    
    Includes twelve monthly after-tax payments of approximately US$6,000 (gross cost US$9,000)
for the purposes of assisting Mr. McIntyre with the provision of comparative housing,
financing of motor vehicles, rental shortfall on his Australian residence and other
incremental recurring costs associated with his relocation to the United States. Employment Agreements and Severance Arrangements
    Doug Godshall, President, Chief Executive Officer and Executive Director
   7




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
    
    Annual salary of $350,000.
 
    
    An annual incentive compensation target award of $75,000 subject to satisfaction
of performance criteria agreed upon between Mr. Godshall and the Board of Directors on
an annual basis.
 
    
    Full participation in our employee benefits program, including life and
disability insurance (short and long term), health and group dental.
 
    
    Mr. Godshall is entitled to a period of notice on termination in various
circumstances, including where we terminate Mr. Godshalls employment without cause.
If Mr. Godshalls employment is terminated by us without cause or by Mr. Godshall for
good reason, as those terms are defined in his employment agreement, the Company will
pay Mr. Godshalls base salary for a period of 12 months and provide continuation of
health benefits for up to 12 months.
 
    
    If Mr. Godshalls employment is terminated without cause or by Mr. Godshall
with good reason, within 18 months after a change in control, as those terms are
defined in his employment agreement, the Company shall pay Mr. Godshall a lump-sum
payment of two times the sum of his base salary plus his most recent incentive
compensation award and provide continuation of health benefits for up to 24 months.
   Criteria
    
    % of Bonus Successful completion of initial phase of USE IDE clinical trial.
    
    
    25
    % Receipt of CE Marking in Europe.
    
    
    15
    % Advancement of MVAD to next development milestone.
    
    
    10
    % Implementation of branding and product differentiation strategy.
    
    
    5
    % Training and stocking of 20 sites in the United States.
    
    
    10
    % Development of corporate financing opportunities.
    
    
    25
    % Development of global marketing strategy.
    
    
    10
    %
    8




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Merger Agreement Thoratec Retention Bonus Agreement
 Closing
 David McIntyre, Chief Financial Officer, Chief Operating Officer and Company Secretary
   
    
    Annual salary of $225,000 plus a relocation allowance of $108,000 per annum.
 
    
    An annual performance bonus as determined by the Board of Directors in its
discretion.
 
    
    Full participation in our employee benefits program, including life and
disability insurance (short and long term), health and group dental. Mr. McIntyre is
also entitled to reimbursement for travel by him and his family to Australia once per
year and in the event of a death in their immediate family.
 
    
    Mr. McIntyre is entitled to a period of notice on termination in various
circumstances, including where we terminate Mr. McIntyres employment without cause.
If Mr. McIntyres employment is terminated by us without cause or by Mr. McIntyre for
good reason, as those terms are defined in his employment agreement, the Company will
pay Mr. McIntyres base salary for a period of 12 months and provide continuation of
health benefits for up to 12 months.
 
    
    If Mr. McIntyres employment is terminated by us without cause or by Mr.
McIntyre for good reason within 18 months after a change in control, as those terms
are defined in his employment agreement, the Company will pay Mr. McIntyre the aggregate
of two times his plus the amount of his most recent annual bonus and provide
continuation of health benefits for up to 24 months.
 
    
    Upon termination of employment, for any reason, the Company shall reimburse Mr.
McIntyre for relocation costs associated with his relocation to Australia including one
home-finding trip, actual cost of relocation, up to 60 days of temporary accommodation
and living and certain costs related to the purchase of a new home as well as a cash
payment equal to one months base salary to cover miscellaneous out-of-pocket expenses.
  9




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Merger Agreement Thoratec Retention Bonus Agreement
  Jeffrey LaRose, Chief Scientific Officer
   
    
    Annual salary of $225,000.
 
    
    An annual bonus award as determined by the Board of Directors in its discretion.
 
    
    Full participation in our employee benefits program, including life and
disability insurance (short and long term), health and group dental.
 
    
    Mr. LaRose is entitled to a period of notice on termination in various
circumstances, including where we terminate Mr. LaRoses employment without cause. If
Mr. LaRoses employment is terminated by us without cause or by Mr. LaRose for good
reason, as those terms are defined in his employment agreement, the Company will pay
Mr. LaRoses base salary for a period of 12 months and provide continuation health
benefits for up to 12 months.
 
    
    If Mr. LaRoses employment is terminated without cause or by Mr. LaRose with
good reason, within 18 months after a change in control, as those terms are defined
in his employment agreement, the Company will pay Mr. LaRose a lump-sum payment of two
times the aggregate of his base salary plus the amount of his most recent incentive
compensation award and provide continuation health benefits for up to 24 months.
 Merger Agreement Thoratec Retention Bonus
Agreement
  10




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Closing
 Equity Awards
  OUTSTANDING EQUITY AWARDS
AT DECEMBER 31, 2008
 Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    
    
    
    
    
    
    
    
    IncentiveIncentive
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Equity IncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Plan Awards:Number of
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    Market or PayoutNumber of
    
    
    Number of
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares, Units
    
    
    Value of UnearnedSecurities
    
    
    Securities
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    or other
    
    
    Shares, Units orUnderlying
    
    
    Underlying
    
    
    Unexercised
    
    
    Exercise
    
    
    
    
    
    
    Rights That
    
    
    Other Rights ThatUnexercised
    
    
    Unexercised
    
    
    Unearned
    
    
    Price
    
    
    Option
    
    
    Have Not
    
    
    Have Not VestedOptions
    
    
    Options
    
    
    Options
    
    
    (1)
    
    
    Expiration
    
    
    Vested
    
    
    (2)(# Exercisable)
    
    
    (# Unexercisable)
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    (#)Douglas Godshall (3)
    
    
    79,732
    
    
    
    79,732
    (4)
    
    
    
    
    
    
    26.67
    
    
    
    09/04/16
    
    
    
    31,428
    (5)
    
    
    457,240Chief Executive OfficerDavid McIntyre
    
    
    5,458
    
    
    
    
    (6)
    
    
    
    
    
    
    14.55
    
    
    
    01/31/10
    
    
    
    11,428
    (7)
    
    
    166,264Chief Operating Officer &
    
    
    5,458
    
    
    
    
    (6)
    
    
    
    
    
    
    18.19
    
    
    
    01/31/10
    
    
    
    11,428
    (8)
    
    
    166,264Chief Financial Officer
    
    
    5,458
    
    
    
    
    (6)
    
    
    
    
    
    
    24.25
    
    
    
    01/31/105,458
    (6)
    
    
    
    
    
    
    36.37
    
    
    
    01/31/1021,834
    
    
    
    
    (9)
    
    
    
    
    
    
    18.19
    
    
    
    11/30/122,856
    
    
    
    2,858
    (10)
    
    
    
    
    
    
    26.67
    
    
    
    10/28/16Jeffrey LaRose
    
    
    44,000
    
    
    
    
    (6)
    
    
    
    
    
    
    4.85
    
    
    
    01/31/10Chief Scientific Officer
    
    
    16,374
    
    
    
    5,460
    (6)
    
    
    
    
    
    
    12.12
    
    
    
    04/27/152,856
    
    
    
    2,858
    (10)
    
    
    
    
    
    
    26.67
    
    
    
    10/28/168,571
    (7)
    
    
    124,6989,285
    (8)
    
    
    135,086
 
 (1)
    
    The exercise price per the option agreement as converted into US dollars using the exchange
rate at December 31, 2008 of AU$1.00 = US$0.6928).(2)
    
    Represents the number of shares multiplied by the closing market price of the Companys
shares on December 31, 2008 as published by the Australian Securities Exchange (and converted
into US$ using the exchange rate at December 31, 2008 of AU$1.00 = US$0.6928).(3)
    
    The Board of Directors has determined to grant 34,285 restricted stock units to Mr. Godshall
with an exercise price of nil. However, the ASX Listing Rules require that all equity grants
to Mr. Godshall be first approved by the Companys stockholders and this approval has not yet
been obtained. The Company plans to seek stockholder approval to grant these restricted stock
units to Mr. Godshall in mid-2009. As such, the grant is not reflected in the table above.(4)
    
    Employee stock option award granted on September 27, 2006. The award vests in four equal
installments on each anniversary of the date of grant.  11




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(5)
    
    Restricted stock awards granted in May 2008 with an exercise price of nil. The award vests in
four equal tranches subject to the achievement of performance criteria related to the
Companys goals and objectives. The tranches are estimated to vest between 16 to 54 months.
Any restricted stock units not vested 5 years from the date of grant automatically expire.(6)
    
    Employee stock option award granted on January 31, 2005. The award vests in four equal
installments on each anniversary of the date of grant.(7)
    
    Restricted stock awards granted in November 2007. The awards vest in four equal tranches
subject to the achievement of performance criteria related to the Companys goals and
objectives. The tranches are estimated to vest between 16 to 54 months. Any restricted stock
units not vested 5 years from the date of grant automatically expire.(8)
    
    Restricted stock awards granted in August 2008. The awards vest in three tranches, the first
tranche representing 50% of the total and the two subsequent tranches representing 25% of the
total. The tranches vest on the achievement of performance criteria related to the Companys
goals and objectives. The tranches are estimated to vest between 22 to 43 months. Any
restricted stock units not vested 5 years from the date of grant automatically expire.(9)
    
    Employee stock option award granted on November 30, 2005. The award vests in two equal
installments on each anniversary of the date of grant.(10)
    
    Employee stock option award granted on October 28, 2006. The award vests in four equal
installments on each anniversary of the date of grant. DIRECTOR COMPENSATION
  DIRECTOR COMPENSATION
 Change in PensionValue andNonqualifiedFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeferredEarned or
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    CompensationPaid in
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Earnings
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    (3)
    
    
    Compensation
    
    
    TotalName and Position
    
    ($)
    
    
    ($)
    
    
    ($) (2)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Robert Thomas (1)
Chairman
    
    
    102,360
    
    
    
    
    
    
    
    19,699
    
    
    
    
    
    
    
    9,212
    
    
    
    
    
    
    
    111,572Seth Harrison, M.D.
Deputy Chairman
    
    
    85,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,677
    
    
    
    
    
    
    
    92,977Dr. Christine Bennett (1)
Non-executive director
    
    
    51,180
    
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    4,606
    
    
    
    
    
    
    
    55,786Dr. Denis Wade (1)
Non-executive director
    
    
    
    
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    55,786
    
    
    
    
    
    
    
    55,786Robert Stockman
Non-executive director
    
    
    61,184
    
    
    
    
    
    
    
    33,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,184Timothy J. Barberich
Non-executive director
    
    
    42,359
    
    
    
    
    
    
    
    6,212
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,359C. Raymond Larkin, Jr.
Non-executive director
    
    
    18,884
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,884
 
 (1)
    
    Amounts paid to directors are denominated in AU$ and are converted into US dollars using the
average exchange rate for fiscal 2008 of AU$1.00 = US$0.8530.(2)
    
    Represents compensation expense recognized by us in 2008 and 2007 for financial accounting
purposes in accordance with SFAS 123R related to stock option awards. It does not reflect
compensation actually received by the Director. The assumptions made in the valuation of such
awards are set forth under Note 8 of the Notes to Consolidated Financial Statements in our
Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26,
2009. Option awards were granted with exercise prices in Australian dollars. All 2007 amounts
were converted into US dollars using the average exchange rate for the fiscal year 2007 of
AU$1.00 = US$0.8384. All 2008 amounts were converted into US dollars using the average
exchange rate for the fiscal year 2008 of AU$1.00 = US$0.8530.  12




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(3)
    
    Statutory contributions of 9% of fees to a superannuation fund (i.e., pension) for Australian
directors only. These amounts are paid in AU$ and are converted into US dollars using the
average exchange rate for fiscal 2008 of AU$1.00 = US$0.8530.(4)
    
    On October 2, 2008 and in connection with Mr. Larkins appointment as a director, the Company
announced that it proposed to seek stockholder approval to grant Mr. Larkin 200,000 options
under the HeartWare Limited Employee Share Option Plan. Following redomiciliation, this grant
is equivalent to the Company issuing Mr. Larkin with 5,714 restricted stock units (applying a
35:1 ratio). The Board of Directors proposes to seek such stockholder approval, as required
by the listing rules of the Australian Securities Exchange, at its stockholder meeting to be
held in mid-2009. 
 Item 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS  
    
    each person, or group of affiliated persons, who is known by us to beneficially
own 5% or more of any class of our voting securities;
 
    
    each of our directors;
 
    
    each of our named executive officers; and
 
    
    all current directors and executive officers as a group.
    13




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Number ofShares
    
    
    Percent ofBeneficially
    
    
    SharesName and Address of Beneficial Owner
    
    Owned
    
    
    Outstanding5% Shareholders
Apple Tree Partners I, L.P.
    
    
    2,673,965
    (1)
    
    
    30.2
    %501 Kings Highway East, E-1
Fairfield, Connecticut 08625Muneer A. Satter
    
    
    1,371,428
    (2)
    
    
    15.5
    %71 S. Wacker Drive, Suite 500
Chicago, IL 60606FMR LLC
    
    
    862,942
    (3)
    
    
    9.7
    %82 Devonshire Street
Boston, MA 02109Directors and Named Executive OfficersRobert Thomas
    
    
    133,486
    (4)
    
    
    1.5
    %Dr. Seth Harrison
    
    
    2,673,965
    (5)
    
    
    30.2
    %Dr. Denis Wade
    
    
    48,608
    (6)
    
    
    
    *Dr. Christine Bennett
    
    
    9,999
    (7)
    
    
    
    *Robert Stockman
    
    
    15,713
    (8)
    
    
    
    *Timothy Barberich
    
    
    2,857
    
    
    
    
    *C. Raymond Larkin
    
    
    
    
    
    
    
    *Douglas Godshall
    
    
    90,454
    (9)
    
    
    1.0
    %David McIntyre
    
    
    50,179
    (10)
    
    
    
    *Jeffrey LaRose
    
    
    75,474
    (11)
    
    
    
    *All directors and executive officers as a group (15 persons)
    
    
    3,126,691
    (12)
    
    
    35.3
    %
 
 *
    
    Indicates less than 1%(1)
    
    Information based on Schedule 13G/A filed with the SEC on February 10, 2009 by Apple Tree Partners I, L.P. (the Fund), Apple
Tree Ventures I, LLC, which is the sole general partner of the Fund (the GP), and Seth L. Harrison (Harrison), the sole
managing member of the GP. As the sole general partner of the Fund, the GP may be deemed to own beneficially the reported
shares. As the sole managing member of the GP, Harrison may also be deemed to beneficially own these shares.(2)
    
    Information based on Schedule 13G/A filed with the SEC by Muneer A. Satter on February 17, 2009. Represents shares owned by the
following entities of which Muneer A. Satter or a member of his immediate family is the trustee or investment advisor: (i)
Muneer A. Satter Revocable Trust, (ii) Satter Childrens Trust, (iii) Satter Family Trust, (iv) Kristen Hayler Hertel Revocable
Trust, (v) Gordon and Barbara Anne Hertel Insurance Trust (vi) Albus Satter Insurance Trust (vii) Anne-Carole Wtiort Insurance
Trust (vi) Albus Satter Insurance Trust (vii) Anne-Carole Witort Insurance Trust, (viii) Rose Shereen Fuqua Insurance Trust,
(ix) Rabi H. Satter Insurance Trust and (x) The Satter Foundation. Mr. Satter expressly disclaims beneficial ownership of all
such shares other than as attributed to him as a result of his sole voting and dispositive power of each trust.(3)
    
    Information based on Schedule 13G filed with the SEC by FMR LLC and Edward C. Johnson 3d on February 17, 2009. Fidelity
Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR LLC, is the beneficial owner of the reported shares
as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company
Act of 1940. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of
the reported shares. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the
voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds Boards of Trustees. Fidelity
carries out the voting of the shares under written guidelines established by the Funds Boards of Trustees.(4)
    
    Includes 36,117 shares subject to options exercisable within 60 days of March 31, 2009, 61,427 shares held in trust and 17,142
shares held by Mr. Thomas spouse. Mr. Thomas disclaims beneficial ownership of shares held by his spouse.(5)
    
    Represents shares held by Apple Tree Partners I, L.P., the Companys largest shareholder. Dr. Harrison is Managing General
Partner in Apple Tree Partners I, L.P. Dr. Harrison disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest therein.(6)
    
    Represents 41,466 shares held by a family trust and 7,142 shares subject to options exercisable within 60 days of March 31, 2009.(7)
    
    Includes 7,142 shares subject to options exercisable within 60 days of March 31, 2009.(8)
    
    Includes 1,428 shares subject to options exercisable within 60 days of March 31, 2009.(9)
    
    Includes 87,589 shares subject to options exercisable within 60 days of March 31, 2009.(10)
    
    Represents 49,379 shares subject to options exercisable within 60 days of March 31, 2009 and 800 shares held by Mr. McIntyres
spouse.(11)
    
    Represents shares subject to options exercisable within 60 days of March 31, 2009.(12)
    
    Includes 289,799 shares subject to options exercisable within 60 days of March 31, 2009.  14




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##### Table of Contents



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
   Director Independence
  
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2008
    
    
    2007Audit Fees 1
    
    $
    218,002
    
    
    $
    220,885Audit-related Fees 2
    
    
    59,254
    
    
    
    24,164Tax Fees 3
    
    
    10,181
    
    
    
    16,402$
    287,437
    
    
    $
    261,451
 
 1
    
    Audit fees are fees on an accrual basis for professional services rendered in
connection with our annual audit, interim reviews, statutory filings and registration
statements. Fees billed in 2007 include fees to Grant Thornton LLP in the US and Grant
Thornton NSW in Australia.2
    
    Audit-Related fees include services related to assistance with compliance with
regulatory requirements and other services, including redomiciliation to the United States.3
    
    Tax fees are fees for tax services related to tax compliance, tax planning and tax advice.  15




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##### Table of Contents



Audit Committees pre-approval policy
  
 Part IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial Statements:Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Comprehensive LossConsolidated Statement of Shareholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements2.
    
    Financial Statement Schedules:Required schedule information is included in the Notes to Consolidated
Financial Statements or is omitted because it is either not required
or not applicable.3.
    
    Exhibits:See Exhibit Index
  16




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##### Table of Contents



HeartWare LimitedDate: April 29, 2009
    By:
    /s/ Douglas GodshallName:
    Douglas GodshallTitle:
    Chief Executive Officer




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Description2.1
    
    
    Implementation Agreement, dated as of August 5, 2008, between HeartWare International, Inc. and HeartWare Limited. (14)2.2
    
    
    Agreement and Plan of Merger, dated as of February 12, 2009, among HeartWare International, Inc., Thoratec Corporation, Thomas
Merger Sub I, Inc. and Thomas Merger Sub II, Inc. (15)3.1
    
    
    Certificate of Incorporation of HeartWare International, Inc.(4)3.2
    
    
    Bylaws of HeartWare International, Inc. (4)10.01
    
    
    Convertible Note between HeartWare Limited and Apple Tree Partners I, L.P. dated December 15, 2004 (1)10.02
    
    
    Securities Exchange Agreement between Apple Tree Partners I, L.P., Anthony Low-Beer, Edward Nerssissian, Garrett and Carol
Thunen, HeartWare, Inc. and HeartWare Limited dated December 13, 2004 (1)10.03
    
    

Lease
Agreement, dated as of April 17, 2008, between JDRP Associates
No. 1, Ltd. and HeartWare,
Inc. (11)10.04
    
    
    Lease extension, dated as of February 23, 2004, between Sunbeam Properties, Inc. and HeartWare, Inc. (1)10.05
    
    
    Second lease extension, dated as of February 20, 2005, between Sunbeam Properties, Inc. and HeartWare, Inc. (1)10.06
    
    
    Sublease Agreement, dated June 1, 2006, between Starkey Laboratories, Inc. and HeartWare, Inc. (1)10.07
    
    
    Addendum to Sublease Agreement, dated as of June 1, 2006, between Starkey Laboratories, Inc. and HeartWare, Inc. (1)10.08
    
    
    Employment Agreement, dated as of December 5, 2008, between HeartWare International, Inc. and Douglas Godshall (6) +10.09
    
    
    Employment Agreement, dated as of December 5, 2008, between HeartWare International, Inc and David McIntyre (6) +10.10
    
    
    Employment Agreement, dated as of December 5, 2008, between HeartWare International, Inc. and Jeffrey LaRose (6) +10.11
    
    
    Employment Agreement, dated as of December 5, 2008, between HeartWare International, Inc. and James Schuermann (6) +10.12
    
    
    Employment Agreement, dated as of December 5, 2008, between HeartWare International, Inc. and Ramon Paz (6) +10.13
    
    

Employment
Agreement, dated as of April 21, 2008 between HeartWare Inc. and
David R. Hathaway, M.D. (5)
+10.14
    
    
    Separation Agreement between HeartWare, Inc. and Dozier Rowe dated May 13, 2008 (12) +10.15
    
    
    Clinical Investigation Agreement, dated as of March 21, 2006 between Medical University of Vienna and HeartWare, Inc. (1)10.16
    
    
    Clinical Investigation Agreement, dated as of February 17, 2006, between Royal Perth Hospital and HeartWare, Inc. (1)10.17
    
    
    Clinical Investigation Agreement, dated as of October 23, 2006, between Royal Brompton & Harefiled NHS Trust and HeartWare,
Inc. (1)10.18
    
    
    Clinical Investigation Agreement, dated as of May 17, 2006, between Hannover Medical School and HeartWare, Inc. (1)10.19
    
    
    Production Services Agreement, dated August 17, 2006, between Minnetronix, Inc. and HeartWare, Inc. (2)10.20
    
    
    Servicing Agreement, dated August 17, 2006, between Minnetronix, Inc. and HeartWare, Inc. (1)10.21
    
    
    Sustaining Services and Clinical Support Agreement, dated August 17, 2006, between Minnetronix, Inc. and HeartWare, Inc. (1)10.22
    
    
    Form of Deed of Indemnity, Access and Insurance Agreement for directors and executive
officers (1) +10.23
    
    
    Letter of Appointment as a Director of the Company dated December 1, 2006 between HeartWare Limited and Robert Stockman (1) +10.24
    
    
    Letter of Appointment as a Director of the Company dated December 15, 2004 between HeartWare Limited and Robert Thomas (1) +10.25
    
    
    Letter of Appointment as a Director of the Company dated December 15, 2004 between HeartWare Limited and Christine Bennett (1)
+10.25
    
    
    Letter of Appointment as a Director of the Company dated December 15, 2004 between HeartWare Limited and Denis Wade (1) +10.27
    
    
    Letter of Appointment as a Director of the Company dated October 3, 2008 between HeartWare International, Inc. and Ray Larkin
(13) +




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##### Table of Contents



ExhibitNo.
    
    Description10.28
    
    
    Letter of Appointment as a Director of the Company dated April 29, 2008 between HeartWare International, Inc. and Timothy J.
Barberich (13) +10.29
    
    
    HeartWare Limited Employee Share Option Plan Rules (1) +10.30
    
    
    HeartWare Limited Share Performance Rights Plan  Plan Rules (3) +10.31
    
    
    Incentive Option Agreement between HeartWare Limited and Dr Christine Bennett (13)10.32
    
    
    Incentive Option Agreement between HeartWare Limited and Dr Denis Wade (13)10.33
    
    
    Incentive Option Agreement between HeartWare Limited and Inteq Limited (13)10.34
    
    
    Incentive Option Agreement between HeartWare Limited and Robert Thomas (13)10.35
    
    
    HeartWare International, Inc. 2008 Stock Incentive Plan (7)10.36
    
    
    HeartWare International, Inc. Employee Stock Option Plan (8)10.37
    
    
    HeartWare International, Inc. Restricted Stock Unit Plan (9)10.38
    
    
    Form of HeartWare International, Inc. Incentive Option Terms (10)10.39
    
    

Business
Lease, dated December 27, 2006, between HeartWare, Inc. and
Atlantic-Philadelphia Realty LLC
(13)10.40
    
    
    Loan Agreement, dated as of February 12, 2009, among HeartWare International, Inc., the Guarantors thereto and Thoratec
Corporation (15)10.41
    
    
    Investors Rights Agreement, dated as of February 12, 2009, between HeartWare International, Inc. and Thoratec Corporation (15)10.42
    
    
    Retention Bonus Agreement, dated as of February 12, 2009 by and among HeartWare, Inc. and Douglas Godshall. (16) +10.43
    
    
    Retention Bonus Agreement, dated as of February 12, 2009 by and among HeartWare, Inc. and David McIntyre. (17) +10.44
    
    
    Retention Bonus Agreement, dated as of February 12, 2009 by and among HeartWare, Inc. and Jeffrey LaRose. (18) +21.1
    
    
    List of Subsidiaries (19)23.1
    
    
    Consent of Independent Registered Public Accounting Firm (20)31.1
    
    
    Certificate pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of Chief Executive Officer *31.2
    
    
    Certificate pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of Chief Financial Officer *32.1
    
    
    Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief
Executive Officer *32.2
    
    
    Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief
Financial Officer *




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##### Table of Contents



(1)
    
    Incorporated by reference to the respective exhibits filed with the Companys Registration
Statement on Form 10 (File No. 000-52595) filed with the Securities and Exchange Commission on
April 30, 2007.(2)
    
    Incorporated by reference to Exhibit 10.22 filed with Amendment No. 2 to the Companys
Registration Statement on Form 10 (File No. 000-52595) filed with the Securities and Exchange
Commission on July 13, 2007.(3)
    
    Incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8
(File No. 333-147506) filed with the Securities and Exchange Commission on November 19, 2007.(4)
    
    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.(5)
    
    Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on April 28, 2008.(6)
    
    Incorporated by reference to Exhibit 99 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 5, 2008.(7)
    
    Incorporated by reference to Appendix 12 to the Information Memorandum contained in the
Companys Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on
September 22, 2008.(8)
    
    Incorporated by reference to Appendix 9 to the Information Memorandum contained in the
Companys Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on
September 22, 2008.(9)
    
    Incorporated by reference to Appendix 10 to the Information Memorandum contained in the
Companys Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on
September 22, 2008.(10)
    
    Incorporated by reference to Exhibit 99.4 to the Companys Registration Statement on Form S-8
(File No. 333-155359) filed with the Securities and Exchange Commission on November 13, 2008.(11)
    
    Incorporated by reference to Exhibit 10.01 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on April 18, 2008.(12)
    
    Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 15, 2008.(13)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 28, 2008.(14)
    
    Incorporated by reference to Appendix 1 to the Information Memorandum contained in the
Companys Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on
September 22, 2008.(15)
    
    Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 13, 2009.(16)
    
    Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 6, 2009.(17)
    
    Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 6, 2009.(18)
    
    Incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 6, 2009.(19)
    
    Incorporated by reference to Exhibit 21.1 to the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 26, 2009.(20)
    
    Incorporated by reference to Exhibit 23.1 to the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 26, 2009.*
    
    Filed herewith+
    
    Management contract or compensatory plan or arrangement.