As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 333-_______
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE LILLEHEI PLAZA
ST. PAUL, MINNESOTA 55117
(Address of Principal Executive Offices and zip code)
----------------------------
ST. JUDE MEDICAL, INC.
STOCK OPTION GRANTED TO OFFICER OF DAIG CORPORATION
(Full title of the Plan)
----------------------------
Kevin T. O'Malley, Esq.
Vice President and General Counsel
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, MN 55117
(612)483-2000
(Name, address, including zip code and telephone number of agent for service)
Copy to:
Martin R. Rosenbaum, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612)371-3278
----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock 83,422 shares(1) $21.10 $1,760,204.20 $609.97
($.10 par value)
</TABLE>
(1) Pursuant to an Agreement and Plan of Merger dated January 29, 1996 among
the Company, Partner Acquisition Corp., a Minnesota corporation and a
wholly-owned subsidiary of the Company, and Daig Corporation, a Minnesota
corporation ("Daig"), the Company has assumed a Non-Qualified Stock Option
Agreement (the "Daig Option") effective March 1, 1995 between Daig
Corporation ("Daig") and John Heinmiller, an officer of Daig. The Daig
Option previously represented an option to purchase 128,000 shares of Daig
common stock. This assumption was effective as of the effective date of
the merger of Partner Acquisition Corp. with and into Daig, at which time
the Daig Option became an option to purchase 83,422 shares of the
Company's Common Stock at an exercise price of $21.10 per share. The Daig
Option will terminate 30 days after the effective date of the merger,
which occurred on May 31, 1996.
---------------------------------------------------
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, 1995, as amended by amendments on Form
10-K/A filed on April 1, 1996 and April 26, 1996.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1996;
(c) The Current Report of the Company on Form 8-K dated January
29, 1996;
(d) The description of the capital stock of the Company as set
forth in the Company's Form S-8 Registration Statement filed
with the Securities and Exchange Commission on June 28, 1991
(Reg. No. 33-41459), including any amendments or reports filed
for the purpose of updating such information.
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
hereby 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.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Thomas H. Garrett III, Secretary and Director of the Company, is a
partner in Lindquist & Vennum P.L.L.P., the law firm passing on the validity of
the securities to be issued under this Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws require indemnification of its directors and
officers to the fullest extent permitted by Minnesota law. The 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
5(a) Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the
legality of the securities being registered
23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit
5(a))
23(b) Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
99(a) Non-Qualified Stock Option Agreement effective March 1, 1995
between Daig Corporation and John Heinmiller.
99(b) Agreement and Plan of Merger, dated as of January 29, 1996,
between the Registrant, Partner Acquisition Corp. and Daig
Corporation (incorporated by reference to Exhibit 2.1 to the
Registration Statement of Registrant on Form S-4, File No.
333-2713).
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, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 in connection 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 May 29, 1996.
ST. JUDE MEDICAL, INC.
By /s/ Ronald A. Matricaria
Ronald A. Matricaria
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
The undersigned officers and directors of St. Jude Medical, Inc. hereby
consitute and appoint Ronald A. Matricaria, Stephen L. Wilson and Kevin T.
O'Malley, or any of them, 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 on the 29th day of May, 1996, by the
following persons in the capacities indicated.
Signature Title
/s/ Ronald A. Matricaria President, Chief Executive Officer and
Ronald A. Matricaria Chairman of the Board and Director
(principal executive officer)
/s/ Stephen L. Wilson Vice President, Finance and Chief Financial Officer
Stephen L. Wilson (principal financial and accounting officer)
/s/Paul J. Chiapparone Director
Paul J. Chiapparone
/s/ Thomas H. Garrett III Director
Thomas H. Garrett III
/s/ Kenneth G. Langone Director
Kenneth G. Langone
/s/ Charles V. Owens, Jr. Director
Charles V. Owens, Jr.
/s/ Walter L. Sembrowich Director
Walter L. Sembrowich
/s/ Roger G. Stoll Director
Roger G. Stoll
/s/ Gail R. Wilensky Director
Gail R. Wilensky
INDEX TO EXHIBITS
5(a) Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the legality
of the securities being registered
23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5(a))
23(b) Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
99(a) Non-Qualified Stock Option Agreement effective March 1, 1995 between
Daig Corporation and John Heinmiller.
99(b) Agreement and Plan of Merger, dated as of January 29, 1996, between the
Registrant, Partner Acquisition Corp. and Daig Corporation
(incorporated by reference to Exhibit 2.1 to the Registration Statement
of Registrant on Form S-4, File No. 333-2713).
EXHIBIT 5(a)
May 31, 1996
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
Re: Opinion of Counsel as to Legality of 83,422 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 up to 83,422 shares of Common Stock, $.10
par value, of St. Jude Medical, Inc. (the "Company") offered to John Heinmiller
pursuant to the Non-Qualified Stock Option Agreement effective March 1, 1995
between Daig Corporation and John Heinmiller (the "Daig Option"). Pursuant to
the Agreement and Plan of Merger dated January 29, 1996 among the Company,
Partner Acquisition Corp. and Daig, the Daig Option, which represented an option
to purchase 128,000 shares of Daig common stock, has been assumed by the Company
as of the effective date of the merger of Partner Acquisition Corp. with and
into Daig and has become an option to purchase 83,422 shares of the Company's
Common Stock at a purchase price of $21.10 per share.
As 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 83,422 shares of Common Stock issuable under the
Daig Option, when paid for and issued, will 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 P.L.L.P.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the St. Jude Medical, Inc.
Stock Option Granted to Officer of Daig Corporation of our reports dated
February 5, 1996, with respect to the consolidated financial statements and
related financial statement schedule of St. Jude Medical, Inc. included in its
Annual Report (Form 10K/A) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
May 29, 1996
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into effective the 1st day of March, 1995
between Daig Corporation, a Minnesota corporation (the "Company"). and John
Heinmiller ("Optionee").
WHEREAS, the Company desires the Optionee to secure stock ownership
in the Company as a form of long term incentive compensation, in order to
increase Optionee's effectiveness and personal interest in the Company;
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements set forth below, it is mutually agreed as follows:
1. GRANT OF OPTION. The company hereby grants to Optionee a
nonqualified option to purchase from the Company all or any part of an aggregate
amount of 160,000 shares of the voting common stock of the Company, par value
$.01 per share. The price at which optionee may exercise this option is the
published "ask" price on the date of grant, which is $13.75 per share (already
adjusted for the stock split as of the record date February 24, 1995). The
number of shares subject to this option shall be adjusted to prevent dilution
due to future stock splits, if any.
2. EXERCISE PERIOD. This option will vest and may be exercised by the
Optionee according to the following schedule except as is otherwise provided
below in paragraph 4 or paragraph 6.
Date Exercisable Number of Shares Date of Expiration
---------------- ---------------- ------------------
March 1, 1995 32,000 March 1, 2001
March 1, 1996 32,000 March 1, 2001
March 1, 1997 32,000 March 1, 2001
March 1, 1998 32,000 March 1, 2001
March 1, 1999 32,000 March 1, 2001
3. EXERCISE OF OPTION. This option may be exercised only by written
notice of intent to the Company at its office at 14901 DeVeau Place, Minnetonka,
Minnesota 55345. Such notice shall state the number of shares of the option
being exercised and shall be accompanied by payment for such shares in cash,
certified or cashier's check or by personal check, if acceptable to the Board of
Directors, or in such other manner as approved by the Board of Directors.
4. ACCELERATED VESTING. The parties have agreed that if the Company
or the majority of the shares of stock of the Company that are issued and
outstanding are to be sold or the subject of a merger, the exercise dates for
all shares covered by this Agreement will accelerate so that optionee may elect
to exercise his option for all remaining shares prior to such sale or merger.
The Company agrees to take all steps appropriate to accelerate the "date
exercisable" in accordance with this intent in the event of a sale or merger of
the Company.
5. EXPIRATION OF OPTION. This option expires in its entirety without
further notice or action by either party at the earlier of (1) six years from
the date of grant, (2) 30 days following termination of Optionee's employment,
or (3) 30 days following the merger or sale of the Company or of a majority of
the shares of stock of the Company that are issued and outstanding.
6. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in this
Agreement shall obligate the Company or any subsidiary corporation of the
Company to continue employment of Optionee for any particular period or
interfere with the right of the Company or any such subsidiary to terminate
Optionee's employment at any time.
7. NO SHAREHOLDER RIGHTS. Optionee shall have no rights as a
stockholder with respect to any shares of common stock subject to this option
prior to the date of issuance of a certificate or certificates for such shares.
8. INVESTMENT REPRESENTATION. Notice of the exercise of this option
shall include a representation that any of the option shares purchased shall be
acquired as an investment and not with a view to, or for sale in connection
with, any public distribution.
9. COMPLIANCE WITH LAW AND REGULATIONS. The Optionee acknowledges
that this option may not be exercised until the Company has taken all actions
then required to comply with all applicable federal and state laws, rules and
regulations and any exchange on which the stock may then be listed. Unless the
shares are issued under a prior registration, the certificates representing the
shares purchased upon the exercise of this option shall bear a legend in
substantially the following form:
These shares have not been registered either under any applicable
federal law or rules and resale will not be permitted under state
law unless the shares are first registered under the Minnesota
Securities Law. Further, no sale, offer to sell, or transfer of
these shares shall be made unless a registration statement under the
federal Securities Act of 1933, as amended, with respect to such
shares is then in effect or an exemption from the registration
requirements of such Act is then in fact applicable to such shares.
10. NON-TRANSFERABILITY. This option shall not be transferable and
shall be exercisable only by the Optionee.
11. DISPUTE OR DISAGREEMENT. As a condition of the granting of this
option, the Optionee agrees that any dispute or disagreement which may arise
under or as a result of or pursuant to this agreement or the Plan shall be
determined by the Board of Directors in its sole discretion, and that any
interpretation by the Board of Directors of the terms of this Agreement or the
Plan shall be final, binding and conclusive.
12. OTHER ASSISTANCE. Upon the exercise of this option the Optionee
must execute any document or make any representation or give any commitment
which the Board of Directors, in its discretion, deems necessary or advisable by
reason of the securities laws of the United States or any state, or pay any sum
of money in respect of taxes or undertake to pay or have paid any such sum which
the Board of Directors, in its discretion, deems necessary be reason of the Code
or any rule or regulation thereunder, or by reason of the tax laws of any state.
13. BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the legal representatives, executors, administrators,
successors and assigns of each party to this Agreement.
14. COMPLETE AQREEMENT. This Agreement sets for the entire
understanding of the parties hereto and shall not be amended, changed or
terminated except by an instrument in writing signed by the parties to this
Agreement.
15. COUNTERPARTS AND GOVERNING LAW. This agreement may be executed in
counterparts, and its validity, construction and performance, shall be
governed by the laws of the state of Minnesota.
IN WITNESS WHERE OF, the parties have executed this Agreement to be
effective the date first above written.
Daig Corporation
By: /s/ John Fleischhacker
Name: John Fleischhacker
Title: CEO
/s/ Johm C. Heinmiller
Optionee
