As filed with the Securities and Exchange Commission on December 22, 1997.
Registration No. 333-_____________
UNITED STATES
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.
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------------
KEVIN T. O'MALLEY, ESQ.
ST. JUDE MEDICAL, INC.
VICE PRESIDENT AND GENERAL COUNSEL
ONE LILLEHEI PLAZA
ST. PAUL, MINNESOTA 55117
(612) 483-2000
COPY TO:
MARTIN R. ROSENBAUM
LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 371-3211
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 6,000,000 SHARES $27.1875(1) $163,125,000(1) $48,122
$.10 PAR VALUE
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
PURSUANT TO RULE 457(c) AND (h) AND BASED UPON THE AVERAGE OF THE HIGH AND
LOW PRICES OF THE COMPANY'S COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON
DECEMBER 16, 1997.
PART I
Pursuant 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.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1996.
(b) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997.
(c) The Definitive Proxy Statement dated March 24, 1997 for the
Annual Meeting of Shareholders held on May 1, 1997.
(d) The description of the Company's Common Stock contained in the
Company's registration statements on Form 8-A dated April 28,
1978 and June 10, 1987, as amended, including any amendment or
report filed for the purpose of updating such description.
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
completion or termination of this offering of shares of Common Stock 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the Company may
indemnify each director or officer, whether or not then in office (and such
person's heirs, executors, and administrators) against reasonable costs and
expenses incurred in connection with any action, suit or proceeding to which
such person may be made a party by reason of such person's being or having been
a director or officer, except in relation to any actions, suits, or proceedings
in which such person has been adjudged liable because of willful malfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office. The bylaws further provide that such rights and
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an
<PAGE>
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 of 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 Minnesota Statutes, 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. In addition,
Section 302A.521, subd. 3, of the Minnesota Statutes requires payment or
reimbursement by the corporation, upon written request, of reasonable expenses
(including attorneys' fees) incurred by a person in advance of the final
disposition of a proceeding in certain instances if a decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the shareholders
or by a court.
In addition, the Company has entered into indemnification agreements
with each of its directors and officers, which agreements provide for
indemnification to the full extent permitted by Minnesota law.
Item 7. Exemption from Registration Claimed.
The options that have been granted under the Plan were all granted to
employees, directors and consultants of the Company and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
Item 8. Exhibits. (Filed electronically herewith)
Exhibit
-------
4.1 1997 Stock Option Plan
5.1 Opinion of Lindquist & Vennum P.L.L.P
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
(included on signature page)
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:
<PAGE>
(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 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
Securities and Exchange 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 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.
<PAGE>
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 December 18, 1997.
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
constitute and appoint Kevin T. O'Malley and Ronald A. Matricaria, or either 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 or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her 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 on
the date and in the capacities indicated.
Signature
- ---------
/s/ Ronald A. Matricaria Dated: December 18, 1997
- ------------------------------------------------
Ronald A. Matricaria, President, Chief Executive
Officer and Chairman of the Board of Directors
and Director (Principal Executive Officer)
/s/Robert E. Munzenrider Dated: December 18, 1997
- ------------------------------------------------
Robert E. Munzenrider, Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
/s/ Thomas H. Garrett III Dated: December 18, 1997
- ------------------------------------------------
Thomas H. Garrett III, Director
/s/ Roger G. Stoll Dated: December 18, 1997
- ------------------------------------------------
Roger G. Stoll, Director
/s/ Paul J. Chiapparone Dated: December 18, 1997
- ------------------------------------------------
Paul J. Chiapparone, Director
/s/ William R. Miller Dated: December 18, 1997
- ------------------------------------------------
William R. Miller, Director
/s/ Kenneth G. Langone Dated: December 18, 1997
- ------------------------------------------------
Kenneth G. Langone, Director
/s/ Gail R. Wilensky Dated: December 18, 1997
- ------------------------------------------------
Gail R. Wilensky, Director
/s/ Walter F. Mondale Dated: December 18, 1997
- ------------------------------------------------
Walter F. Mondale, Director
/s/ Daniel J. Starks Dated: December 18, 1997
- ------------------------------------------------
Daniel J. Starks, Director
/s/ Walter L. Sembrowich Dated: December 18, 1997
- ------------------------------------------------
Walter L. Sembrowich, Director
/s/ Fred B. Parks Dated: December 18, 1997
- ------------------------------------------------
Fred B. Parks, Director
EXHIBIT 4.1
ST. JUDE MEDICAL, INC.
1997 STOCK OPTION PLAN
<PAGE>
SECTION CONTENTS PAGE
- ------- -------- ----
1. General Purpose of Plan; Definitions............................A-1
2. Administration..................................................A-3
3. Stock Subject to Plan...........................................A-4
4. Eligibility.....................................................A-4
5. Stock Options...................................................A-4
6. Transfer, Leave of Absence, etc.................................A-8
7. Amendments and Termination......................................A-9
8. Unfunded Status of Plan.........................................A-9
9. General Provisions..............................................A-9
10. Effective Date of Plan.........................................A-10
<PAGE>
ST. JUDE MEDICAL, INC.
1997 STOCK OPTION PLAN
SECTION 1. General Purpose of Plan; Definitions.
The name of this plan is the St. Jude Medical, Inc. 1997 Stock Option Plan
(the "Plan"). The purpose of the Plan is to enable St. Jude Medical, Inc. and
its Subsidiaries (hereinafter, the "Company") to retain and attract executives
and other key employees, non-employee directors 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 as it may be
comprised from time to time.
b. "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, willful misconduct, dishonesty
or intentional violation of a statute, rule or regulation, any of which, in the
judgment of the Company, is harmful to the business or reputation of the
Company.
c. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute.
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, unless the Plan
specifically states otherwise.
e. "Consultant" means any person, including an advisor, engaged by the
Company, the Parent Corporation or a Subsidiary of the Company to render
services and who is compensated for such services and who is not an employee of
the Company, the Parent Corporation or any Subsidiary of the Company. A
Non-Employee Director may serve as a Consultant.
f. "Company" means St. Jude Medical, Inc., a corporation organized under
the laws of the State of Minnesota (or any successor corporation).
g. "Disability" means permanent and total disability as determined by the
Committee.
<PAGE>
h. "Early Retirement" means retirement, with consent of the Committee at
the time of retirement, from active employment with the Company and any
Subsidiary or Parent Corporation of the Company.
i. "Fair Market Value" of Stock on any given date shall be determined by
the Committee as follows: (a) if the Stock is listed for trading on the New York
Stock Exchange or one of more national securities exchanges, the last reported
sales price on the New York Stock Exchange or such principal exchange on the
date in question, or if such Stock shall not have been traded on such principal
exchange on such date, the last reported sales price on the New York Stock
Exchange or such principal exchange on the first day prior thereto on which such
Stock was so traded; or (b) if (a) is not applicable, by any means fair and
reasonable by the Committee, which determination shall be final and binding on
all parties.
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-Employee Director" means a "Non-Employee Director" within the
meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.
l. "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"or an Incentive Stock Option that ceases to so
qualify due to an amendment to such Stock Option.
m. "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary or Parent Corporation of the Company on or after age
65.
n. "Outside Director" means a Director who: (a) is not a current employee
of the Company or any member of an affiliated group which includes the Company;
(b) is not a former employee of the Company who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year; (c) has not been an officer of the Company; (d) does not receive
remuneration from the Company, either directly or indirectly, in any capacity
other than as a director, except as otherwise permitted under Code Section
162(m) and regulations thereunder. For this purpose, remuneration includes any
payment in exchange for good or services. This definition shall be further
governed by the provisions of Code Section 162(m) and regulations promulgated
thereunder.
o. "Parent Corporation" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if each of the
corporations (other than the Company) 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.
p. "Retirement" means Normal Retirement or Early Retirement.
<PAGE>
q. "Stock" means the Common Stock of the Company.
r. "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5 below.
s. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if 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.
SECTION 2. Administration.
The Plan shall be administered by the Board of Directors or by a Committee
appointed by the Board of Directors of the Company consisting of at least two
Directors, all of whom shall be Outside Directors and Non-Employee Directors,
who shall serve at the pleasure of the Board.
The Committee shall have the power and authority to grant to eligible
employees or Consultants, pursuant to the terms of the Plan: (i) Incentive Stock
Options, and (ii) Non-Qualified Stock Options.
In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the Company and its
Subsidiaries and other eligible persons to whom Stock Options may from time
to time be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options and
Non-Qualified Stock Options, or a combination of each, are to be granted
hereunder;
(iii) to determine the number of shares to be covered by each such award
granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder (including, but not limited to,
any restriction on any Stock Option and/or the shares of Stock relating
thereto), which authority shall be exclusively vested in the Committee (and
not the Board); provided, however, that in the event of a merger or asset
sale, the applicable provisions of Sections 5(c) of the Plan shall govern
the acceleration of the vesting of any Stock Option;
(v) to determine whether, to what extent and under what circumstances Stock
and other amounts payable with respect to an award under this Plan shall be
deferred either automatically or at the election of the participant.
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
<PAGE>
relating thereto); and to otherwise supervise the administration of the Plan.
The Committee may delegate to the President and/or Chief Executive Officer of
the Company the authority to exercise the powers specified in (i), (ii), (iii),
(iv) and (v) above with respect to persons who are not either the chief
executive officer of the Company or the four highest paid officers of the
Company other than the chief executive officer.
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 6,000,000. 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 Stock Options, or if any shares that have been optioned are
forfeited, 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, 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 any Parent Corporation or
Subsidiary, members of the Board of Directors, and Consultants who are
responsible for or contribute to the management, growth and profitability of the
business of the Company and its Subsidiaries are eligible to be granted Stock
Options under the Plan. The optionees and participants 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.
Notwithstanding the foregoing, no person shall receive grants of Stock
Options under this Plan which exceed 500,000 shares during any fiscal year of
the Company.
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.
<PAGE>
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 January 21, 2007.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, NonQualified 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 Stock 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 Fair Market Value 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 Parent
Corporation or Subsidiary and an Incentive Stock Option is granted to such
employee, the option price shall be no less than 110% of 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
Parent Corporation or Subsidiary 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, subject to the
restrictions stated in Section 5(b) above. 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. Notwithstanding
anything contained in the Plan to the contrary, the Committee may, in its
discretion, extend or vary the term of any Stock Option or any installment
thereof, whether or not the optionee is then employed by the Company, if such
action is deemed to be in the best interests of the Company; provided, however,
that in the event of a merger or sale of assets, the provisions of this Section
5(c) shall govern vesting acceleration. Notwithstanding the foregoing, unless
the Stock Option provides otherwise, any Stock
<PAGE>
Option granted under this Plan shall be exercisable in full, without regard to
any installment exercise provisions, for a period specified by the Committee,
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 50% or more of the
outstanding Stock of the Company.
The grant of an option pursuant to the Plan shall not limit in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
exchange or consolidate or to dissolve, liquidate, sell or transfer all or any
part of its business or assets.
(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 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. As
determined by the Committee at the time of grant or exercise, in its sole
discretion, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee (which in the case of Stock
acquired upon exercise of an option have been owned for more than six months on
the date of surrender) or, in the case of the exercise of a Non-Qualified Stock
Option, restricted stock or deferred stock previously awarded to the optionee
(based, in each case, on Fair Market Value of the Stock on the date the option
is exercised, as determined by the Committee), provided, however, that, in the
case of an Incentive Stock Option, the right to make a payment in the form of
already owned shares may be authorized only at the time the option is granted,
and provided further that in the event payment is made in the form of shares of
restricted stock under another plan of the Company, the optionee will receive a
portion of the option shares in the form of, and in an amount equal to, the
restricted stock tendered as payment by the optionee. If the terms of an option
so permit, an optionee may elect to pay all or part of the option exercise price
by having the Company withhold from the shares of Stock that would otherwise be
issued upon exercise that number of shares of Stock having a Fair Market Value
equal to the aggregate option exercise price for the shares with respect to
which such election is made. No shares of Stock shall be issued until full
payment therefor has been made. An optionee shall generally have the rights to
dividends and other rights of a shareholder with respect to shares subject to
the option when the optionee has given written notice of exercise, has paid in
full for such shares, and, if requested, has given the representation described
in paragraph (a) of Section 9.
(e) Non-transferability of Options. No Incentive Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all such Incentive Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee. Non-
<PAGE>
Qualified Stock Options may be transferred by gift, without consideration, by
the optionee under a written instrument acceptable to the Committee, to a member
of the optionee's family, as defined in Section 267 of the Code, or to a trust
or similar entity whose sole beneficiaries are the optionee and/or members of
the optionee's family; provided, however, that such transfer and the exercise
thereof shall not violate any federal or state securities laws. Upon the
transfer, the donee shall have all rights of the optionee and shall be subject
to all the terms and conditions imposed on such Options.
(f) Termination by Death. If an optionee's employment by the Company and
any Subsidiary or Parent Corporation terminates by reason of death, any
Incentive Stock Option may thereafter be exercised, to the extent then
exercisable, by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, but may not be exercised after twelve
months from the date of such death or the expiration of the stated term of the
option, whichever period is shorter. In the event of termination of employment
by reason of death, if, pursuant to its terms, any 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.
(g) Termination by Reason of Disability. If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by reason of
Disability, any Incentive Stock Option held by such optionee may thereafter be
exercised, to the extent it was exercisable at the time of termination due to
Disability, but may not be exercised after twelve months 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, pursuant to its terms, any 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 and any Subsidiary or Parent Corporation terminates by reason of
Retirement, any Incentive Stock Option held by such optionee may thereafter be
exercised, to the extent it was exercisable at the time of termination due to
Retirement, but may not be exercised after twelve months 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, pursuant to its terms, any 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. If an optionee's continuous status as an employee or
Consultant terminates (other than upon the optionee's death, Disability or
Retirement), any Incentive Stock Option held by such optionee may thereafter be
exercised to the extent it was exercisable at the time of such termination, but
may not be exercised after 90 days after such termination, or the expiration of
the stated term of the option, whichever period is the shorter. In the event of
termination of employment by reason other than death, Disability or Retirement
and if pursuant to its terms any 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. In
<PAGE>
the event an Optionee's employment with the Company is terminated for Cause, all
unexercised Options granted to such Optionee shall immediately terminate.
(j) Annual Limit on Incentive Stock Options. The aggregate Fair Market
Value (determined as of the time the Stock Option is granted) of the Common
Stock with respect to which an Incentive Stock Option under this Plan or any
other plan of the Company and any Subsidiary or Parent Corporation is
exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000.
(k) Grants of Stock Options to Non-Employee Directors. Each Non-Employee
Director who, after January 21, 1997 is (i) elected, re-elected or serving an
unexpired term as a Director of the Company at any annual meeting of holders of
the common Stock of the Company; or (ii) elected as a Director of the Company at
any special meeting of holders of common Stock of the Company, shall, as of the
date of such election, re-election or annual or special meeting, automatically
be granted a Stock Option to purchase 3,000 shares of Stock at an option price
per share equal to 100% of Fair Market Value of the Company's Stock on such
date. In the case of a special meeting, the action of the holders of shares in
electing a Non-Employee Director shall constitute the granting of the Stock
Option to such Director and, in the case of an annual meeting, the action of the
holders of shares in electing or re-electing a Non-Employee Director shall
constitute the granting of the Stock Option to such Director and to any other
Non-Employee Director who shall be designated as serving an unexpired term as a
Director of the Company in the notice or proxy materials for the meeting; and
the date when the holders of shares shall take such action shall be the date of
grant of the Stock Option. All such Options shall be designated as Non-Qualified
Stock Options and shall be subject to the same terms and provisions as are then
in effect with respect to the grant of Non-Qualified Stock Options to officers
and key employees of the Company, except that (1) the term of each such Option
shall be equal to ten years, which term shall not expire upon the termination of
service as a Director; and (2) the Option shall become exercisable beginning six
months after the date the Option is granted. Upon termination of such Director's
service as a Director of the Company, the unvested portion of an Option held by
such Director shall not thereafter be exercisable. Subject to the foregoing, all
provisions of this Plan not inconsistent with the foregoing shall apply to
Options granted pursuant to this Section 5(k), except that any Options granted
to a Non-Employee Director shall be administered in accordance with the terms of
this Plan solely by the Board of Directors and not by the Committee. Options
issued under this Section 5(k) shall be in lieu of and in substitution for any
new awards of Options in accordance with the St. Jude Medical, Inc. 1991 Stock
Plan from and after January 21, 1997. Nothing herein shall limit the right of
the Board of Directors to issue Stock Options to any Non-Employee Director under
the terms of this Plan in addition to those provided for under this Section
5(k), provided that no Non-Employee Director shall be granted Stock Options
under this Plan, including the Options awarded under this Section 5(k), in
excess of 5,000 shares in any calendar year.
<PAGE>
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 Parent Corporation or
Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or from
one Subsidiary 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 or participant under a Stock Option theretofore granted, without
the optionee's or participant's consent, or (ii) which without the approval of
the stockholders of the Company would cause the Plan to no longer comply with
Rule 16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code or
any other regulatory requirements.
The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively to the extent such amendment is
consistent with the terms of this Plan, but no such amendment shall impair the
rights of any holder without his or her consent except to the extent authorized
under the Plan. 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 and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or 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 or payments in lieu of or with respect to awards
hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
<PAGE>
SECTION 9. General Provisions.
(a) The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder 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
any right to continued employment with the Company or a Subsidiary, as the case
may be, nor shall it interfere in any way with the right of the Company, Parent
Corporation or a Subsidiary to terminate the employment of any of its employees
at any time.
(c) 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, Parent Corporation
and a Subsidiary 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, if the terms of such award so permit,
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(c). Any such election shall be in accordance
with, and subject to, applicable tax and securities laws, regulations and
rulings.
<PAGE>
SECTION 10. Effective Date of Plan
The Plan shall be effective on January 21, 1997 (the date of approval by
the Board of Directors), subject to the approval by shareholders of the Company.
If the Plan is not so approved by the shareholders on or before one year after
this Plan's adoption by the Board of Directors, this Plan shall not come into
effect. The offering of the shares hereunder shall be also subject to the
effecting by the Company of any registration or qualification of the shares
under any federal or state law or the obtaining of the consent or approval of
any governmental regulatory body which the Company shall determine, in its sole
discretion, is necessary or desirable as a condition to or in connection with,
the offering or the issue or purchase of the shares covered thereby. The Company
shall make every reasonable effort to effect such registration or qualification
or to obtain such consent or approval.
EXHIBIT 5.1
December 22, 1997
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
RE: OPINION OF COUNSEL AS TO LEGALITY OF 6,000,000 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 6,000,000 shares of Common Stock, $.10 par
value per share, of St. Jude Medical, Inc. (the "Company") offered to key
employees, directors and consultants pursuant to the St. Jude Medical, Inc. 1997
Stock 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 6,000,000 shares of Common Stock to
be offered to employees, directors 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 consents 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.
/s/ Lindquist & Vennum P.L.L.P.
EXHIBIT 23.2
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. 1997 Stock Option
Plan of our reports dated February 5, 1997, with respect to the consolidated
financial statements of St. Jude Medical, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Minneapolis, Minnesota
December 19, 1997
