SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 15, 1997
Date of Report (Date of earliest event reported)
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in charter)
Minnesota 0-8672 41-1276891
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Lillehei Plaza, St. Paul, MN 55117
(Address of principal executive offices) (Zip Code)
(612) 483-2000
Registrant's telephone number including area code
Not applicable
Former name or former address, if changed since last report
ITEM 5. OTHER EVENTS
On May 15, 1997, St. Jude Medical, Inc. ("St. Jude") announced the
completion of the merger of Ventritex, Inc. ("Ventritex") into its Pacesetter
subsidiary. Under the terms of the merger, Ventritex stockholders will exchange
their shares of common stock for approximately 10.4 million shares of St. Jude
Medical common stock at an exchange ratio of .5 share of St. Jude Medical common
stock for each share of Ventritex common stock. Ventritex, of Sunnyvale,
California, is a leading global manufacturer of implantable cardioverter
defibrillator (ICD) systems.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ST. JUDE MEDICAL, INC.
Date May 15, 1997 By /s/ Stephen L. Wilson
---------------------
Stephen L. Wilson
Vice President - Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 "ST. JUDE MEDICAL COMPLETES VENTRITEX MERGER" news release.
Contacts: Paul Vetter Peter Gove Steve Wilson
Investor Relations Media Relations V.P. Finance & CFO
(612) 481-7791 (612) 481-7790 (612) 481-7542
ST. JUDE MEDICAL COMPLETES VENTRITEX MERGER
St. Paul, MN, May 15, 1997 -- St. Jude Medical, Inc. (NYSE:STJ) announced today
it has completed the merger of Ventritex, Inc. (NASDAQ:VNTX) into its Pacesetter
subsidiary. Under the terms of the merger, Ventritex stockholders will exchange
their shares of common stock for approximately 10.4 million shares of St. Jude
Medical common stock at an exchange ratio of .5 share of St. Jude Medical common
stock for each share of Ventritex common stock. Ventritex, of Sunnyvale,
California, is a leading global manufacturer of implantable cardioverter
defibrillator (ICD) systems.
St. Jude Medical now offers a broad range of products and services, including
Ventritex ICDs, for the treatment of all types of heart arrhythmias to its
global cardiac rhythm management customers. Cardiac rhythm management is one of
the largest and fastest growing medical technology markets. St. Jude Medical has
assembled in less than three years one of the largest cardiac rhythm management
businesses in the world.
Commenting on the completion of the Ventritex merger, Ronald A. Matricaria,
Chairman, President and CEO of St. Jude Medical, Inc., said, "The long-awaited
completion of the Ventritex merger is the capstone of a strategy we have
implemented since 1994 to assemble a leadership position in cardiac rhythm
management. Ventritex is a leader in ICD therapy and brings to our Cardiac
Rhythm Management Division extensive technology, experienced management and
customer relationships. We welcome the customers, employees and stockholders of
Ventritex to St. Jude Medical.
"There could not be a better time for St. Jude Medical to enter the ICD market.
The therapy is proven and demand for these life-saving, sophisticated devices is
very strong, in part because of the results of two recent clinical studies that
confirmed the efficacy of ICDs. Ventritex is a significant participant in the
worldwide ventricular tachycardia and ventricular fibrillation (VT/VF) market,
and its products are highly regarded by electrophysiologists. The combination of
Pacesetter, Daig, Telectronics and Ventritex positions St. Jude Medical's
Cardiac Rhythm Management Division for leadership in the treatment of heart
arrhythmias. This division will be a significant contributor to the Company's
growth this year and in the years to come," Matricaria added.
St. Jude Medical, Inc. develops, manufactures and distributes
medical devices for the global cardiovascular market. The Company serves
patients and its physician customers worldwide with the highest quality products
and services including heart valves, cardiac rhythm management systems,
specialty catheters and other cardiovascular devices.
