As filed with the Securities and Exchange Commission
on July 1, 1994
Registration No.______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
St. Jude Medical, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-1276891
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
One Lillehei Plaza
St. Paul, Minnesota 55117
(Address of principal executive offices and zip code)
ST. JUDE MEDICAL, INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
Stephen L. Wilson
Vice President, Finance and Chief Financial Officer
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
(612) 483-2000
(Name, address and telephone number of agent for service)
Copy to:
Thomas H. Garrett III
Lindquist & Vennum
4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-3211
This Form S-8 consists of 22 pages
(including exhibits). The index to
exhibits is set forth on page 7.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock 4,000,000 shares $28.375 $113,500,000 $39,137.93
$.10 Par Value
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices of the Company's Common Stock on the NASDAQ National Market
System on June 24, 1994.
PART I
Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1993.
(b) The Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1994.
(c) The Definitive Proxy Statement dated March 28, 1994 for the 1994
Annual Meeting of Shareholders held on May 4, 1994.
(d) The Current Report on Form 8-K dated January 4, 1994.
(e) The description of the Company's Preferred Stock Purchase Rights as
set forth in the Company's Registration Statement on Form 8-A dated
June 10, 1987, as amended August 9, 1989 and subsequently amended as of
July 6, 1990.
The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $.10 per share, and 25,000,000 shares of Preferred Stock, par value
$1.00 per share. No share of Common Stock is entitled to preference over any
other share, and each share is equal to any other share in all respects. In any
distribution of capital assets, whether voluntary or involuntary, holders of
Common Stock have no preemptive rights. There is no cumulative voting for the
election of directors. Accordingly, the owners of a majority of Common Stock
outstanding may elect all of the directors, if they choose to do so, and the
owners of the balance of such shares will not be able to elect any directors.
The Board of Directors is authorized to determine, without any further
action by the holders of the Company's Common Stock, the voting rights, dividend
rights, dividend rate, redemption rights or privileges, rights on liquidation or
dissolution, conversion rights and privileges, sinking or purchase fund rights
and other preferences, privileges, and restrictions of any series of Preferred
Stock, the number of shares constituting any such series, and the designation
thereof. Should the Board of Directors elect to exercise its authority, the
rights, preferences and privileges of holders of the Company's Common Stock
would be made subject to the rights, preferences and privileges of the Preferred
Stock.
The Board of Directors may utilize the Company's capital stock in
defensive tactics designed to make more difficult or thwart a takeover of the
Company. In addition, other provisions of the Company's Articles of
Incorporation have an anti-takeover effect. Article IX of the Articles of
Incorporation provides for a classified Board of Directors. The Board of
Directors is divided into three classes with approximately one-third of the
directors to stand for election each year for a three-year term. In addition,
the directors may be removed only for cause and only upon the affirmative vote
of the holders of 80% of the outstanding voting power of the Company. Article IX
may moderate the pace of any change in the Board of Directors by extending the
time required to replace a majority of the incumbent directors. Article XIII of
the Articles of Incorporation includes a "fair price" provision which will make
it more difficult for a person to stage a "two-tier" acquisition of the Company
if the second tier of the acquisition is at a lower price than the first tier. A
75% shareholder vote is required for such a two-tier merger that is not approved
by a majority of the continuing directors. Article XIII is an attempt to assure
that shareholders will receive the same price as received in the first-tier
acquisition or a minimum price under the formula contained in the fair price
provision.
Certain of the provisions described above could delay or frustrate the
assumption of control by the holder of a large block of the Company's capital
stock or the removal of incumbent Directors even if such assumption or removal
would be beneficial to the shareholders as a whole, and could make more
difficult or discourage a merger, tender offer or proxy contest even if such
event would be favorable to the interest of the shareholders. By discouraging a
takeover attempt, these provisions may have the incidental effect of inhibiting
the temporary fluctuations of the market price of the Company's shares of Common
Stock which may result from actual or rumored takeover attempts.
On March 11, 1987, the Company adopted a shareholders' rights plan, the
terms of which are set forth in a Rights Agreement dated as of March 11, 1987,
amended as of July 24, 1989 and amended and restated as of June 26, 1990,
between the Company and Norwest Bank Minnesota, N.A. Upon the occurrence of
certain events, the plan entitles the registered holder of each outstanding
share of Common Stock to purchase one-tenth of a share of Series A Junior
Participating Preferred Stock at $150 per one-tenth of a share. This plan is
described in the Company's Registration Statement on Form 8-A dated June 10,
1987, as amended August 9, 1989 and subsequently amended as of July 6, 1990. The
Form 8-A Registration Statement and the amendments thereto are incorporated by
reference into this Form S-8.
(f) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Thomas H. Garrett III, Secretary and Director of the Company, is a
partner in Lindquist & Vennum, the law firm passing on the validity of the
securities issued under the St. Jude Medical, Inc. 1994 Stock Option Plan.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall indemnify any
person made or threatened to be made a party to any threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including a proceeding by or in the right of the corporation, by
reason of the former or present official capacity of the person, provided the
person seeking indemnification meets five criteria set forth in Section 302A.521
of the Minnesota Business Corporation Act.
The Company's Bylaws also authorize the Board of Directors, to the
extent permitted by applicable law, to indemnify any person or entity not
described in the Bylaws pursuant to, and to the extent described in, an
agreement between the Company and such person, or as otherwise determined by the
Board of Directors in its discretion.
The Company has entered into indemnification agreements with each of
its directors and officers, which agreements provide for indemnification against
certain costs incurred by each director and officer made or threatened to be
made a party to a proceeding because of his or her official capacity as a
director or officer. The indemnification agreements provide for indemnification
to the full extent permitted by Minnesota law.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person who was or is made or is
threatened to be made a party to any proceeding by reason of the former or
present official capacity of such person against judgments, penalties, fines
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding if, with respect to the acts or omissions or such
person complained of in the proceeding, such person (i) has not been indemnified
by another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii) received
no improper personal benefit and Section 302A.255 (regarding conflicts of
interest), if applicable, has been satisfied; (iv) in the case of a criminal
proceeding, has no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions by persons in their official capacity for the
corporation, reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions by persons in their
capacity for other organizations, reasonably believed that the conduct was not
opposed to the best interests of the corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Page
4(a).St. Jude Medical, Inc.
1994 Stock Option Plan . . . . . . . . . . . . 12
5(a). Opinion and Consent of Lindquist & Vennum
as to the legality of the securities being
registered . . . . . . . . . . . . . . . . . . 20
23(a). Consent of Lindquist & Vennum (included in
Exhibit 5(a)) . . . . . . . . . . . . . . . . . 20
23(b). Consent of independent auditors . . . 21
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on June 29, 1994.
St. Jude Medical, Inc.
By /s/ Ronald A. Matricaria
Ronald A. Matricaria
President and Chief Executive
Officer
POWER OF ATTORNEY
The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Ronald A. Matricaria and Lawrence A. Lehmkuhl with power
to act one without the other, our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/ Ronald A. Matricaria President, Chief Executive June 29, 1994
Ronald A. Matricaria Officer and Director (Principal
Executive Officer)
/s/ Stephen L. Wilson Vice President, Finance June 29, 1994
Stephen L. Wilson and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ Lawrence A. Lehmkuhl Chairman of the Board June 29, 1994
Lawrence A. Lehmkuhl of Directors
/s/ Frank A. Ehmann Director June 29, 1994
Frank A. Ehmann
/s/ Thomas H. Garrett III Director June 29, 1994
Thomas H. Garrett III
/s/ William R. Miller Director June 29, 1994
William R. Miller
/s/ Charles V. Owens, Jr. Director June 29, 1994
Charles V. Owens, Jr.
/s/ Walter L. Sembrowich Director June 29, 1994
Walther L. Sembrowich
/s/ Roger G. Stoll Director June 29, 1994
Roger G. Stoll
/s/ James S. Womack Director June 29, 1994
James S. Womack
July 1, 1994
1994 STOCK OPTION PLAN
SECTION 1. General Purpose of Plan and Definitions.
The name of this plan is the St. Jude Medical, Inc. 1994 Stock Option
Plan (the "Plan"). The purpose of the Plan is to enable St. Jude Medical, Inc.
(the "Company") and its Subsidiaries to retain and attract executives, key
employees and consultants who contribute to the Company's success by their
ability, ingenuity and industry, and to enable such individuals to participate
in the long-term success and growth of the Company by giving them a proprietary
interest in the Company.
For purposes of the Plan, the following terms shall be defined as
set forth below:
a. "Board" means the Board of Directors of the Company.
b. "Cause" means a felony conviction of a participant or the
failure of a participant to contest prosecution for a felony,
or a participant's willful misconduct or dishonesty, any of
which is directly and materially harmful to the business or
reputation of the Company.
c. "Code" means the Internal Revenue Code of 1986, as amended.
d. "Committee" means the Committee referred to in Section 2 of
the Plan. If at any time no Committee shall be in office, then
the functions of the Committee specified in the Plan shall be
exercised by the Board.
e. "Company" means St. Jude Medical, Inc., a corporation
organized under the laws of the State of Minnesota (or any
successor corporation).
f. "Disability" means permanent and total disability as
determined by the Committee.
g. "Disinterested Person" shall have the meaning set forth in
Rule 16b-3 as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any
successor definition adopted by the Commission.
h. "Early Retirement" means retirement, with consent of the
Committee at the time of retirement, from active employment
with the Company or any Subsidiary corporation.
i. "Fair Market Value" means the value of the Stock on a given
date as determined in accordance with Section 422(c)(7) of the
Code and any applicable Treasury Department regulations
promulgated thereunder.
j. "Incentive Stock Option" means any Stock Option intended to
be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
k. "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option, and is intended to be and is
designated as a "Non-Qualified Stock Option."
l. "Normal Retirement" means retirement from active employment
with the Company or any Subsidiary corporation on or after age
65.
m. "Outside Director" shall have the meaning set forth in
Treasury Regulation section 1.162-27(e)(3), as proposed by the
Treasury Department on December 20, 1993, and as it may be
amended from time to time.
n. "Retirement" means Normal Retirement or Early Retirement.
o. "Stock" means the common stock, $.10 par value per share, of
the Company.
p. "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5 below.
q. "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company
if, at the time of the granting of a Stock Option, each of the
corporations (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in the chain, as provided in Section 424(f) of the
Code.
SECTION 2. Administration.
The Plan shall be administered by the Board or by a Committee of
not less than two directors, all of whom are Outside Directors and Disinterested
Persons, who shall be appointed by the Board and who shall serve at the pleasure
of the Board.
The Committee shall have the power and authority to grant Stock
Options to eligible persons, pursuant to the terms of the Plan.
In particular, the Committee shall have the authority:
(a) to select the officers and other key employees of the
Company or its Subsidiaries, and consultants and other persons
having a contractual relationship with the Company or its
Subsidiaries, to whom Stock Options may from time to time be
granted hereunder;
(b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, or a combination of the
foregoing, are to be granted hereunder;
(c) to determine the number of shares to be covered by each
such award granted hereunder; and
(d) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder and
to amend such terms and conditions (including, but not limited
to, any amendment which accelerates the exercisability of any
award).
The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and provisions
of the Plan and any award issued under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the Plan. The
Committee may delegate its authority to the President and Chief Executive
Officer of the Company for the purposes of selecting employees who are not
officers of the Company for purposes of (a) above, and of making the
determinations described in (b), (c) and (d) above with respect to those
optionees.
All decisions made by the Committee pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
Plan participants.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 4,000,000 shares, subject to increase or
decrease in the event of any adjustment required in the paragraph below. Such
shares may consist, in whole or in part, of authorized and unissued shares. If
any shares that have been optioned cease to be subject to Options, such shares
shall again be available for distribution in connection with future awards under
the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split (reverse or other), other change
in corporate structure affecting the Stock, or spin-off or other distribution of
assets to shareholders, such substitution or adjustment shall be made in the
aggregate number of shares reserved for issuance under the Plan and in the
number and option price of shares subject to outstanding options granted under
the Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.
SECTION 4. Eligibility.
Officers, other key employees of the Company or its Subsidiaries,
and consultants and other persons having a contractual relationship with the
Company or its Subsidiaries who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company and its
Subsidiaries are eligible to be granted Stock Options under the Plan. The
optionees under the Plan shall be selected from time to time by the Committee,
in its sole discretion, from among those eligible, and the Committee shall
determine, in its sole discretion, the number of shares covered by each award.
SECTION 5. Stock Options.
Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.
The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock
Options shall be granted under the Plan after February 10, 2004.
The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of options.
To the extent that any option does not qualify as an Incentive Stock Option, it
shall constitute a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of
this Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code. The preceding sentence shall not preclude any
modification or amendment to an outstanding Incentive Stock Option, whether or
not such modification or amendment results in disqualification of such Option as
an Incentive Stock Option, provided the optionee consents in writing to the
modification or amendment.
Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be no less than 100% of the Fair Market Value of a
share of Stock on the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary corporation and an Incentive Stock Option
is granted to such employee, the option price shall be no less than 110% of the
Fair Market Value of the Stock on the date the option is granted.
(b) Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
Subsidiary corporation and an Incentive Stock Option is granted to such
employee, the term of such option shall be no more than five years from the date
of grant.
(c) Exercisability. Stock Options shall be exercisable at such time
or times as determined by the Committee at or after grant. If the Committee
provides, in its discretion, that any option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time. Installment exercise restrictions may be based upon the lapse of time,
the attainment of specified performance goals, or a combination of each.
Notwithstanding the foregoing, any Stock Option granted under this Plan shall be
exercisable in full, without regard to any installment exercise provisions, for
a period specified by the Company, but not to exceed sixty (60) days, prior to
the occurrence of any of the following events: (i) dissolution or liquidation of
the Company other than in conjunction with a bankruptcy of the Company or any
similar occurrence, (ii) any merger, consolidation, acquisition, separation,
reorganization, or similar occurrence, where the Company will not be the
surviving entity or (iii) the transfer of substantially all of the assets of the
Company or more than 50% of the outstanding Stock of the Company.
(d) Method of Exercise. Stock Options may be exercised in whole or
in part at any time during the option period by giving written notice of
exercise to the Company specifying the number of shares to be purchased. Such
notice shall be accompanied by payment in full of the purchase price, either by
certified or bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's purpose and
applicable law, including promissory notes or a properly executed exercise
notice together with irrevocable instructions to a broker acceptable to the
Company to promptly deliver to the Company the amount of sale or loan proceeds
to pay the exercise price. Payment in full or in part also may be made in the
form of unrestricted Stock already owned by the optionee (based on the Fair
Market Value of the Stock on the date the option is exercised). No shares of
Stock shall be issued until full payment therefor has been made.
(e) Non-transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.
(f) Termination by Death. If an optionee's employment by the
Company or any Subsidiary corporation terminates by reason of death, the Stock
Option may thereafter be immediately exercised in full by the legal
representative of the estate or by the legatee of the optionee under the will of
the optionee, for a period of one year from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.
(g) Termination by Reason of Disability. If an optionee's
employment by the Company or any Subsidiary corporation terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised
in full, but may not be exercised after one year from the date of such
termination of employment or the expiration of the stated term of the option,
whichever period is the shorter. In the event of termination of employment by
reason of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, the option will thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. If an optionee's
employment by the Company or any Subsidiary corporation terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
to the extent it was exercisable at the time of such Retirement, but may not be
exercised after one year from the date of such termination of employment or the
expiration of the stated term of the option, whichever period is the shorter. In
the event of termination of employment by reason of Retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, the option will thereafter be
treated as a Non-Qualified Stock Option.
(i) Other Termination. Unless otherwise determined by the
Committee, if an optionee's employment by the Company or any Subsidiary
corporation terminates for any reason other than death, Disability or
Retirement, any Stock Option held by such optionee may thereafter be exercised
to the extent it was exercisable at such termination, but may not be exercised
after three months from the date of such termination of employment or the
expiration of the stated term of the option, whichever period is the shorter;
provided, however, that if the optionee's employment is terminated for Cause,
all rights under the Stock Option shall terminate and expire upon such
termination.
(j) Annual Limit on Incentive Stock Options. The aggregate Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Incentive Stock Option under this Plan or any other plan of
the Company or any Subsidiary corporation is exercisable for the first time by
an optionee during any calendar year shall not exceed $100,000.
(k) Annual Limit on all Stock Options. No eligible person may be
granted any Stock Options for more than 200,000 shares of Stock in the aggregate
during any calendar year period. For this purpose, each calendar year period
shall begin on January 1 and shall end on the following December 31.
SECTION 6. Transfer, Leave of Absence, etc.
For purposes of the Plan, the following events shall not be deemed
a termination of employment:
(a) a transfer of an employee from the Company to a Subsidiary
corporation, or from a Subsidiary corporation to the Company, or from one
Subsidiary corporation to another;
(b) a leave of absence, approved in writing by the Committee, for
military service or sickness, or for any other purpose approved by the Company
if the period of such leave does not exceed ninety (90) days (or such longer
period as the Committee may approve, in its sole discretion); and
(c) a leave of absence in excess of ninety (90) days, approved in
writing by the Committee, but only if the employee's right to reemployment is
guaranteed either by a statute or by contract, and provided that, in the case of
any leave of absence, the employee returns to work within 30 days after the end
of such leave.
SECTION 7. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made (i) which would impair
the rights of an optionee under a Stock Option theretofore granted, without the
optionee's consent, or (ii) which without the approval of the shareholders of
the Company would cause the Plan to no longer comply with rules promulgated by
the Securities and Exchange Commission under authority granted in Section 16 of
the Securities Exchange Act of 1934, as amended, Section 422 of the Code or any
other regulatory requirements.
The Committee may amend the terms of any option theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously granted options,
including previously granted options having higher option prices.
SECTION 8. Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a optionee by the
Company, nothing contained herein shall give any such optionee any rights that
are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Stock
hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
SECTION 9. General Provisions.
(a) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any employee of the Company or any Subsidiary
corporation any right to continued employment with the Company or a Subsidiary
corporation, as the case may be, nor shall it interfere in any way with the
right of the Company or a Subsidiary corporation to terminate the employment of
any of its employees at any time.
(b) Each participant shall, no later than the date as of which any
part of the value of an award first becomes includible as compensation in the
gross income of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee regarding payment
of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to the award. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements and the Company and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the participant. With
respect to any award under the Plan, a participant may elect by written notice
to the Company to satisfy part or all of the withholding tax requirements
associated with the award by (i) authorizing the Company to retain from the
number of shares of Stock that would otherwise be deliverable to the
participant, or (ii) delivering to the Company from shares of Stock already
owned by the participant, that number of shares having an aggregate Fair Market
Value equal to part or all of the tax payable by the participant under this
Section 9(b). Any such election shall be in accordance with, and subject to,
applicable tax and securities laws, regulations and rulings.
SECTION 10. Effective Date of Plan.
The Plan shall be effective on February 11, 1994 (the date of
approval by the Board), subject to approval by a vote of the holders of a
majority of the Stock present and entitled to vote at the Annual Meeting of the
Company's shareholders on May 4, 1994 and shall expire (unless terminated
earlier) as of February 10, 2004. Awards may be granted under the Plan prior to
shareholder approval, provided such awards are made subject to shareholder
approval.
Exhibit 5(b)
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
Re: Opinion of Counsel as to Legality of 4,000,000 Shares of
Common Stock to be registered under the Securities Act of
1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 4,000,000 shares of Common Stock, $.10 par
value, of St. Jude Medical, Inc. (the "Company") offered to officers, employees
and consultants of the Company pursuant to the St. Jude Medical, Inc. 1994 Stock
Option Plan (the "Plan").
As general counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 4,000,000 shares of Common Stock to
be offered to officers, employees, and consultants by the Company under the
Plan, will, when paid for and issued, be validly issued and lawfully
outstanding, fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement with respect to said shares of Common Stock under the Securities Act
of 1933.
Very truly yours,
LINDQUIST & VENNUM
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the St. Jude Medical, Inc. 1994 Stock
Option Plan of our report dated February 4, 1994, with respect to the
consolidated financial statements and schedules of St. Jude Medical, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Minneapolis, Minnesota
July 1, 1994
