CardioThoracic Systems, Inc.
Ticker: CTSI 3280 Alpine Road
Exchange: NASDAQ-National Market Portola Valley, California 94028
Industry: Manufacturing (415) 529-0250

Type of Shares:Common Shares Filing Date:3/1/96
U.S. Shares:4,450,000 Offer Date:4/18/96
Non-U.S. Shares:0 Filing Range:$16.00 - $18.00
Primary Shares:4,450,000 Offer Price:$18.00
Secondary Shares:0 Gross Spread:$1.26
Offering Amount: $75,650,000 Selling:$0.76
Expenses:$850,000 Reallowance:$0.10
Shares Out After:12,276,663

ManagerTierPhone
UBS Securities Inc.Lead Manager (212) 230-4000
Dillon, Read & Co. Inc.Co-manager (212) 906-7000
Montgomery SecuritiesCo-manager 4156272220
Piper Jaffray IncorporatedCo-manager (612) 342-6000

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95 12/31/95
Revenue:$0.00Assets:$3.39
Net Income:-$1.00Liabilities:$0.17
EPS:-$0.11Equity:$3.21

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is developing proprietary, disposable instruments and systems for performing minimally invasive cardiothoracic surgery. The company's products are being designed to enable the majority of cardiothoracic surgeons to perform Minimally Invasive Direct Coronary Artery Bypass (MIDCAB) 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 surgery (CABR), while providing long-term procedural success rates comparable to CABR surgery.

Use of Proceeds
The proceeds from the proposed offering will be used to fund product introduction, to build a sales and marketing organization, to develop and sponsor surgeon training programs, to continue investing in research and development, to purchase manufacturing and engineering equipment and to fund working capital and other general corporate purposes.

Last updated: 10/28/96

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