-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DkTO2j/cf1J4+F/Hs2rqCP9Sgg8Ahxr9Sf6+VsxJpNuPh0M5S9MOA9K8eLCxwcWw S4btPKdjFiMe9GCBm0F8Ag== 0000950005-05-000569.txt : 20050808 0000950005-05-000569.hdr.sgml : 20050808 20050808171455 ACCESSION NUMBER: 0000950005-05-000569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 GROUP MEMBERS: MEDQUEST PRODUCTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD HEART CORP CENTRAL INDEX KEY: 0001024520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50628 FILM NUMBER: 051006624 BUSINESS ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 BUSINESS PHONE: 510-563-5000 MAIL ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MedQuest Products, Inc. CENTRAL INDEX KEY: 0001335613 IRS NUMBER: 870516638 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4750 WILEY POST WAY, SUITE 120 CITY: SALT LAKE CITY STATE: UT ZIP: 84116 BUSINESS PHONE: 801-355-6255 MAIL ADDRESS: STREET 1: 4750 WILEY POST WAY, SUITE 120 CITY: SALT LAKE CITY STATE: UT ZIP: 84116 SC 13D 1 p19471_13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* World Heart Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 980905-20-2 ----------- (CUSIP Number) Ms. Barbara R. Madsen MedQuest Products, Inc. 4750 Wiley Post Way, Suite 120 Salt Lake City, Utah 84116 (801) 355-6255 - -------------------------------------------------------------------------------- (Name/Address/Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 2005 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------------------- --------------------------- CUSIP No.980905-20-2 Page 2 of 4 - ---------------------------------- --------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) MedQuest Products, Inc. - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [ ] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Utah - ------------------------- ---------- ------------------------------------------- 7 SOLE VOTING POWER Number of 9,300,000 shares ---------- ------------------------------------------- beneficially 8 SHARED VOTING POWER owned by each ---------- ------------------------------------------- reporting 9 SOLE DISPOSITIVE POWER person with 9,300,000 ---------- ------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------- ---------- ------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,300,000 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------ ------------------------------------------------------------------- Item 1. Security and Issuer This Schedule 13D relates to the Common Shares of World Heart Corporation ("WorldHeart"). The address of the principal executive office of WorldHeart is 7799 Pardee Lane, Oakland, California 94621. Item 2. Identity and Background This Schedule 13D is filed by MedQuest Products, Inc., a Utah corporation (the "Company"). The Company's business is to develop medical device products. The Company's principal address is 4750 Wiley Post Way, Suite 120, Salt Lake City, Utah 84116. During the last five years, the Company has not been convicted in a criminal proceeding. In addition, during the last five years the Company has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration WorldHeart issued 9,300,000 Common Shares to the Company in exchange for substantially all of the Company's assets, pursuant to the Asset Purchase Agreement dated January 31, 2005 between the Company and WorldHeart, as amended (the "Asset Purchase Agreement"). The Company has not used any of its own funds to purchase WorldHeart's Common Shares. Item 4. Purpose of Transaction The Company acquired WorldHeart Common Shares in exchange for substantially all of its assets. The Company has approved a plan of liquidation and intends to distribute the WorldHeart Common Shares to its shareholders in the future. The Company has no present plans or intentions relating to the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) The Company owns 9,300,000 Common Shares, which represents approximately 16.7% of the outstanding Common Shares. (b) The Company has the sole power to direct the vote of and to dispose of 9,300,000 Common Shares. (c) During the 60 days prior to the date of this filing, the Company has not affected any transactions in the Common Shares. (d) No person other than the Company has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares. Ten percent of the Common Shares owned by the Company are subject to the terms of an Escrow Agreement, as described below. (e) N/A. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Under the terms of the Escrow Agreement dated July 29, 2005 by and among WorldHeart, the Company and CIBC Mellon Trust Company, 10% of the 9,300,000 Common Shares issued to the Company will be held in escrow until July 31, 2006 and WorldHeart may make a claim against those Common Shares for any damages suffered by WorldHeart arising as a result of a breach by the Company of the Asset Purchase Agreement. Item 7. Material to be Filed as Exhibits N/A. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 5, 2005 /s/ BARBARA R. MADSEN - --------------------------- ---------------------------------------- Date Signature Barbara R. Madsen, Vice President & CFO ---------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----