Heartport, Inc.
Ticker: HPRT 200 Chesapeake Drive
Exchange: NASDAQ-National Market Redwood City, California 94063
Industry: Manufacturing (415) 306-7900

Type of Shares:Common Shares Filing Date:3/4/96
U.S. Shares:5,000,000 Offer Date:4/25/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:5,000,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.47
Offering Amount: $75,000,000 Selling:$0.90
Expenses:$1,100,000 Reallowance:$0.10
Shares Out After:23,444,667

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
Cowen & CompanyCo-manager (212) 495-6000
Goldman, Sachs & Co.Co-manager (212) 902-1172

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$0.00$0.00$0.00Assets:$11.43
Net Income:-$9.35-$4.13-$1.71Liabilities:$6.74
EPS:-$0.47-$0.21Equity:$4.69

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

Business Description
The company has developed proprietary systems and novel procedures that are designed to enable cardiac surgeons to perform the full range of heart surgeries in minimally invasive manner through small incisions, or ports, without opening the chest. Although fundamentally changing the means of providing access to the heart, the company's Port-Access surgical procedures closely parallel the conventional procedures that have been used in heart surgery since the mid-1950's. The company believes that its systems and procedures have the potential to offer efficacy equal to that of conventional heart surgery, but with the benefits of reduced trauma and complications, reduced pain and suffering, shorter hospital stays, reduced convalescence time, and lower overall cost. To date, the company's systems have been used in fourteen POrt-Access coronary artery bypass graft procedures and four Port-Access mitral valve replacement procedures. The company believes that its Port-Access systems and procedures such as laparoscopy revolutionized general surgery and arthroscopy revolutionized orthopedic surgery.

Use of Proceeds
The proceeds from the proposed offering will be used for funding of research and development, clinical trials, initial sales and marketing activities, expansion of facilities, working capital, and general corporate purposes.

Last updated: 10/28/96

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