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WHRT > SEC Filings for WHRT > Form 8-K on 31-Oct-2008All Recent SEC Filings

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Form 8-K for WORLD HEART CORP


31-Oct-2008

Material Modification to Rights of Security Holders, Change in Directors or Prin


Item 3.03 Material Modification to Rights of Security Holders

See Item 5.03 below for information related to a reverse stock split effected by the Company.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 30, 2008, the Company, and Mr. David Pellone, the Company's acting Vice President, Finance and Chief Financial officer, agreed to amend the Consulting Agreement dated June 19, 2008 between the Company's wholly-owned subsidiary World Heart Inc. and Pellone Enterprises Incorporated, a company controlled by Mr. Pellone. The Consulting Agreement was previously disclosed in the Company's Current Report on Form 8-K filed July 1, 2008. The amendment extends the period of Mr. Pellone's consulting services under the Consulting Agreement until March 31, 2009 and provides for a retention bonus of $15,000 to Mr. Pellone, to be paid upon completion of the Company's 2008 financial filings. All other terms of the Consulting Agreement are unchanged. Mr. Pellone will continue to serve as acting Vice President, Finance and Chief Financial Officer of the Company. A copy of the amendment to the Consulting Agreeement is attached as Exhibit 10.1 and incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws

On October 27, 2008, the Company filed Articles of Amendment with Industry Canada, under the Canada Business Corporations Act, to effect the one-for-thirty reverse stock split and commenced trading on the NASDAQ Capital Market on a post-consolidation basis on October 28, 2008. The reverse stock split was previously approved by the Company's Board of Directors and shareholders. The text of the Articles of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated herein by reference. The reverse split will affect all holders of our common shares uniformly and will not affect any shareholder's percentage ownership interest in us, except to the extent that the reverse stock split results in any of the Company's shareholders owning a fractional share. In accordance with the Articles of Amendment, any fractional shares will be eliminated and shareholders will not be compensated for such fractional shares.

On October 29, 2008, the Company issued a press release announcing the effectiveness of the reverse stock split. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1    Article of Continuance, dated December 14, 2005 (incorporated by
               reference to the Company's Current Report on Form 8-K filed
               December 16, 2005 (Commission File No. 000-28882)).

Exhibit 3.2    Amendment to Articles, dated October 28, 2008.

Exhibit 10.1   Consulting Agreement Amendment, dated October 30, 2008, between World
               Heart Inc. and Pellone Enterprises Incorporated.

Exhibit 99.1   Press Release, dated October 29, 2008, announcing the effectiveness
               of a reverse stock split of 30-to-1.

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