SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

March 12, 2012

Date of report (Date of earliest event reported)

 

SUNSHINE HEART, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-35312

 

68-0533453

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

12988 Valley View Road
Eden Prairie, Minnesota

 

55344

(Address of Principal Executive Offices)

 

(Zip Code)

 

(952) 345-4200

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01.              Regulation FD Disclosure

 

On March 12, 2012 we issued a press release announcing that we posted Frequently Asked Questions on our website to provide information on our dual listing on the NASDAQ Capital Market and the Australian Securities Exchange.  In particular, the Frequently Asked Questions provide information to holders of its CHESS Depositary Instruments (CDIs) who may be interested in converting or transmuting CDIs into common stock.  The Frequently Asked Questions are available on our website at http://www.sunshineheart.com/investor-faq/.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

 

Item 9.01.             Financial Statements and Exhibits

 

(d)           Exhibits

 

99            Press Release dated March 12, 2012

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SUNSHINE HEART, INC.

 

 

 

 

Date: March 12, 2012

By:

/s/ Jeffrey Mathiesen

 

 

Jeffrey Mathiesen

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

No.

 

Description

 

Manner of Filing

99

 

Press Release dated March 12, 2012

 

Filed Electronically

 

4


Exhibit 99

 

 

Sunshine Heart Provides FAQ Regarding Transmutation of CDIs to Common Stock

 

Sydney, Australia and Eden Prairie, MN: March 12, 2012: Sunshine Heart, Inc. (NASDAQ: SSH / ASX: SHC) today announced that it has posted Frequently Asked Questions on its website to provide information on its dual listing on the NASDAQ Capital Market and the Australian Securities Exchange.  In particular, the Frequently Asked Questions provide information to holders of its CHESS Depositary Instruments (CDI’s) who may be interested in converting or transmuting CDIs into common stock.  The Frequently Asked Questions are available on Sunshine Heart’s website at http://www.sunshineheart.com/investor-faq/.

 

As discussed in more detail in the Frequently Asked Questions, CDI holders will need to complete Sunshine Heart’s Notice of Transmutation Form in order to convert their CDIs into common stock. A copy of the form may be downloaded from the website listed above or you may call Link Market Services on +612 8280 7181 or email registrars@linkmarketservices.com.au and Link will be able to either email, fax or post a copy of this form to you depending on your preference.  Holders of CDIs may convert CDIs into common stock at any time; provided, that the holder meets the necessary requirements. Before submitting a conversion request, please read the Frequently Asked Questions regarding tradability of the shares on the NASDAQ Capital Stock.

 

About Sunshine Heart®

 

Sunshine Heart is a global medical device company committed to the commercialization of the C-Pulse Heart Assist System, an implantable, non-blood contacting, heart assist therapy for the treatment of moderate to severe heart failure which can be implanted using a minimally invasive procedure. C-Pulse is designed to relieve the symptoms of heart failure through the use of counter-pulsation technology which enables an increase in cardiac output, an increase in coronary blood flow and a reduction in the heart’s pumping load. The Company has completed enrollment of an approved U.S. Food and Drug Administration (FDA) 20 patient feasibility clinical trial with the C-Pulse System. Sunshine Heart is a Delaware corporation headquartered in Minneapolis with a subsidiary presence in Australia. The Company has been listed on the ASX since September 2004. For more information, please visit www.sunshineheart.com.

 

Forward-Looking Statements

 

This announcement contains forward-looking statements that are based on management’s beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation, our expectations with respect to product development and commercialization efforts, results of clinical trials, expected timing of regulatory filings and approvals, regulatory acceptance of our filings and research and development activities, ultimate clinical outcomes and benefits of our products to patients, market and physician acceptance of the products, intellectual property protection, competitive product offerings and the other risk factors described in our filings with the SEC and ASX could cause actual events to adversely differ from the expectations indicated in these forward looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. Sunshine Heart does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Sunshine Heart may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation, the possibility regulatory authorities do not accept our application or approve the marketing of the C-Pulse® Heart Assist System, the possibility we may be unable to raise the funds necessary for the development and commercialization of our products, and those described in our filings with the ASX.  We may update our risk factors from time to time.

 

For further information, please contact:

 

Jeff Mathiesen

Chief Financial Officer

+1 952 345 4200