UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
INCONTROL, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
45336L103
(CUSIP Number)
Ronald A. Matricaria
President and Chief Executive Officer
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
Telephone: (612) 483-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Kevin T. O'Malley, Esq. Martin R. Rosenbaum, Esq.
St. Jude Medical, Inc. Lindquist & Vennum P.L.L.P.
One Lillehei Plaza 4200 IDS Center
St. Paul, Minnesota 55117 Minneapolis, Minnesota 55402
Telephone: (612) 483-2000 (612) 371-3278
June 20, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- -------------------------
CUSIP No. 45336L103
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ST. JUDE MEDICAL, INC.
41-1276891
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions)
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (See instructions) N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA
NUMBER OF (7) SOLE VOTING POWER 650,000
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 650,000
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 0
WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 650,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See instructions [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
(14) TYPE OF REPORTING PERSON (See instructions) CO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Amendment No. 1 to
Schedule 13D relates is the Common Stock, par value $.01 per share (the "Common
Stock"), of InControl, Inc. (the "Company"). The address of the principal
executive office of the Company is 6675 185th Avenue N.E., Redmond, Washington
98052.
Item 2. Identity and Background.
This statement is being filed by St. Jude Medical, Inc., a corporation
organized under the laws of the State of Minnesota ("St. Jude"). St. Jude has
its principal office at One Lillehei Plaza, St. Paul, Minnesota 55117. St.
Jude's principal business is developing, manufacturing and distributing medical
devices for the cardiovascular market.
The directors and executive officers of St. Jude are set forth on
Schedule I, attached hereto. Schedule I sets forth the following information
with respect to each such person:
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(iv) citizenship.
During the last five years, neither St. Jude nor any person named in
Schedule I attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and a
as result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Except as disclosed on Schedule I, none of the persons listed on
Schedule I own any shares of Common Stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
On September 15, 1994, the Issuer completed a public offering of
2,700,000 shares of its Common Stock in an underwritten offering through Invemed
Associates, Inc. On October 5, 1994, the Issuer announced that Invemed
Associates, Inc. had exercised a portion of its overallotment
<PAGE>
option and acquired an additional 257,200 shares of Common Stock. The shares
were sold to the public at a price of $11.00 per share.
In the offering, St. Jude acquired 370,000 shares of the Issuer's
Common Stock for an aggregate purchase price of $4,070,000. The funds for the
purchase of the Common Stock came from the working capital of St. Jude.
Item 4. Purpose of Transaction.
The following description of the purpose of the transaction was
provided in the original Schedule 13D filed by St. Jude on November 8, 1994 and
is provided herein pursuant to Rule 13d- 2(c). This description remains
accurate, provided that St. Jude has made the sale described in Item 5.
On August 17, 1993, St. Jude acquired 1,526,717 shares of Series E
Preferred Stock of the Issuer in a private transaction pursuant to a Series E
Preferred Stock Purchase Agreement dated as of that date. Under the terms of the
Series E Preferred Stock Purchase Agreement, the Issuer sold an additional
1,710,683 shares to other investors. Each share of Series E Preferred Stock was
convertible into one share of Common Stock.
On June 29, 1994, the Issuer effected a three-for-four reverse stock
split which resulted in the 1,526,717 shares of Series E Preferred Stock
becoming converted into 1,145,037 shares of Series E Preferred Stock.
Pursuant to the terms of the Series E Stock Purchase Agreement, upon
the closing of the initial public offering of the Issuer, all the Series E
Preferred Stock was automatically converted into the Common Stock of the Issuer.
Accordingly, the shares of Series E Preferred Stock held by St.
Jude converted into 1,145,037 shares of Common Stock.
Immediately prior to the initial public offering, St. Jude's beneficial
ownership of 1,145,037 shares of Common Stock on an "as converted" basis was
equal to 12.4% of the beneficial ownership of the Issuer. If St. Jude had not
acquired additional shares of Common Stock, its percentage ownership of Common
Stock would have decreased to approximately 9.6%. St. Jude acquired 370,000
additional shares of Common Stock in the offering to maintain its equity
ownership of the Issuer at a level approximately equal to the level it had prior
to the offering.
St. Jude originally acquired the Series E Preferred Stock of the Issuer
as an investment. In addition, as noted above, St. Jude acquired the additional
shares of Common Stock in the offering in order to maintain its ownership of the
Company at a pro rata level equal to its ownership prior to the initial public
offering.
In addition, St. Jude from time to time intends to review its
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and
<PAGE>
prospects, general economic and industry conditions, the securities markets in
general and those for the Issuer's securities in particular, as well as other
developments and other investment opportunities. Based upon such review, St.
Jude will take such actions in the future as St. Jude may deem appropriate in
light of the circumstances existing from time to time. If St. Jude believes that
further investment in the Issuer is attractive, whether because of the market
price of the Issuer's securities or otherwise, it may acquire shares of Common
Stock or other securities of the Issuer either in the open market or in
privately negotiated transactions. Similarly, depending on market and other
factors, St. Jude may determine to dispose of some or all of the Common Stock
currently owned by St. Jude or otherwise acquired by St. Jude, either in the
open market or in privately negotiated transactions.
Except as set forth in this Item 4 and in Item 6 below, St. Jude has
not formulated any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer; (e) any material change in the Issuer's capitalization or dividend
policy; (f) any other material change in the Issuer's business or corporate
structure; (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of the Issuer's
securities to be deregistered or delisted; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration; or (j) any action
similar to any of those enumerated above.
In connection with the initial public offering of the Issuer, St. Jude,
together with a number of holders of the Issuer's Common Stock that had acquired
stock in connection with private placements, agreed that they would not, without
the prior written consent of Invemed Associates, Inc., sell or otherwise dispose
of any shares of the Issuer's Common Stock for a period of two years from
September 9, 1994, the effective date of the offering. This undertaking on
behalf of St. Jude does not, however, apply to the 370,000 shares that St. Jude
acquired in connection with the public offering.
Item 5. Interest in Securities of the Issuer.
As a result of its purchase of the Common Stock and the conversion of
its Series E Preferred Stock into Common Stock reported by St. Jude in the
original filing of this Schedule 13D, St. Jude became the beneficial owner of
1,515,037 shares of Common Stock of the Issuer. According to its Prospectus
dated September 9, 1994, the Issuer had 11,909,217 shares of Common Stock
outstanding, after giving effect to the offering. On October 5, 1994, after
exercise of the over allotment option of the 257,200 additional shares, the
total shares outstanding were 12,166,417. The 1,515,037 shares beneficially
owned by St. Jude at the time of the original filing of this Schedule 13D
represented approximately 12.5% of the outstanding shares of Common Stock of the
Issuer.
<PAGE>
The purpose of this amendment is to report the sale by St. Jude of
865,037 shares of Common Stock of the Issuer. As a result of the sale, the
remaining 650,000 shares beneficially owned by St. Jude represent approximately
3.8% of the currently outstanding shares of Common Stock of the Issuer. St. Jude
has sole voting and dispositive power with respect to all the shares of Common
Stock of the Issuer owned by it.
Except as described herein and in Item 6, neither St. Jude nor any
other person referred to in Schedule I attached hereto has acquired or disposed
of any shares of Common Stock during the past sixty days. St. Jude disclaims any
beneficial ownership in any securities of the Issuer held by any person listed
in Schedule I. Attached hereto as Schedule II is a summary of transactions by
St. Jude reflecting sales of Common Stock of the Issuer in 1996 and 1997. These
sales reflecting the resulting decrease in beneficial ownership of the Issuer's
Common Stock by St. Jude to 650,000 shares or 3.8% of the currently outstanding
shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the execution of the Series E Preferred Stock
Purchase Agreement dated August 17, 1993, and a Restated Stockholder Rights
Agreement dated August 17, 1993, St. Jude, together with certain other
shareholders of the Issuer, has certain demand and piggyback registration rights
with respect to the Common Stock that was issued upon conversion of the Series E
Preferred Stock. As noted above, however, in connection with the initial public
offering of the Issuer, St. Jude, together with certain other shareholders of
the Issuer agreed that for a period of two years it would not sell any shares of
the Company's Common Stock except with the consent of Invemed Associates, Inc.
In addition, in connection with the public offering, the President and
CEO of St. Jude, Ronald A. Matricaria, agreed to become a director of the
Issuer. Mr. Matricaria was elected to the Board of Directors of the Issuer on
September 30, 1994. In connection with his election to the Board of Directors of
the Issuer, as a non-employee director of the Issuer, Mr. Matricaria received an
option to purchase 10,000 shares of the Issuer's Common Stock, which will become
exercisable in three equal installments beginning one year from the date of the
issuance. St. Jude disclaims any beneficial ownership in the options or shares
of Common Stock held by Mr. Matricaria or any other officer or director of St.
Jude.
In addition, both the Issuer and St. Jude are engaged in the
manufacture and sale of medical device products. St. Jude anticipates that
opportunities may arise in the future under which St. Jude and the Issuer will
enter into one or more agreements with respect to development, manufacture or
distribution of medical device products. Although the companies have discussed
such possible arrangements in the past, there are currently no such agreements
in place at the present time.
<PAGE>
Item 7. Exhibits
The following exhibits are incorporated herein by reference to and are
included in the original filing of this Schedule 13D:
Exhibit 1 Series E Preferred Stock Purchase Agreement dated
August 17, 1993.
Exhibit 2 Restated Stockholder Rights Agreement.
Exhibit 3 Lockup Letter dated September 7, 1994 from St. Jude
Medical, Inc. to Invemed Associates, Inc.
Exhibit 4 Letter Agreement dated September 7, 1994, between St.
Jude Medical, Inc. and Invemed Associates, Inc. with
respect to Registration Rights.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ST. JUDE MEDICAL, INC.
Date: September 3, 1997 By /s/ Kevin T. O'Malley
------------------------
Name: Kevin T. O'Malley
Title: Vice President and General Counsel
<PAGE>
SCHEDULE I
Directors and Executive Officers of St. Jude Medical, Inc.
The name and position of each of the executive officers and members of
the Board of Directors of St. Jude are set forth below. Except for William R.
Miller, who is a citizen of the United Kingdom, each of these persons is a
citizen of the United States.
<TABLE>
<CAPTION>
Position with
St. Jude Medical,
Inc. and Principal
Name Occupation Business Address
---- ------------------ ----------------
Executive Officers:
<S> <C> <C>
Ronald A. Matricaria President, CEO and Director One Lillehei Plaza
St. Paul, MN 55117
Patrick P. Fourteau President, Cardiac Rhythm 15900 Valley View Court
Management Division Sylmar, CA 91392-9211
Terry L. Shepherd President, St. Jude Medical Division One Lillehei Plaza
and International St. Paul, MN 55117
John P. Berdusco Vice President, Administration One Lillehei Plaza
St. Paul, MN 55117
Kevin T. O'Malley Vice President and One Lillehei Plaza
General Counsel St. Paul, MN 55117
Robert E. Munzenrider Vice President, Finance and One Lillehei Plaza
Chief Financial Officer St. Paul, MN 55117
Peter L. Gove Vice President, Corporate Relations One Lillehei Plaza
St. Paul, MN 55117
Daniel J. Starks Chief Executive Officer 14901 DeVeau Place
Daig Corporation Minnetonka, MN 55345
<PAGE>
Position with
St. Jude Medical,
Inc. and Principal
Name Occupation Business Address
---- ------------------ ----------------
Directors:
Ronald A. Matricaria Chairman of the Board, President One Lillehei Plaza
and Director St. Paul, MN 55117
Thomas H. Garrett III Director; Business Consultant 540 Wentworth Avenue W.
St. Paul, MN 55118
Kenneth G. Langone Director; Managing Director, 375 Park Avenue, Suite 2205
Invemed Associates, Inc. New York, NY 10152
William R. Miller Director; Director of various 150 East 52nd Street, Floor 12
companies New York, NY 10022
Walter L. Director; President Aviex, Inc. 80 South Eighth Street
Sembrowich, Ph.D. Minneapolis, MN 55402
Roger G. Stoll, Ph.D. Director; CEO and President, 110 Allen Road
Ohmeda, Inc. P. O. Box 804
Liberty Corner, NJ 07938-0804
Gail R. Wilensky, Ph.D. Director; Senior Fellow, 7500 Old Georgetown Road
Project Hope Suite 600
Bethesda, MD 20814
Paul J. Chiapparone Director; Executive Vice President, 5400 Legacy Drive
Electronic Data Systems Corp. Plano, TX 75024
Daniel J. Starks Director; CEO, Daig 14901 DeVeau Place
Corporation Minnetonka, MN 55345
Walter F. Mondale Director; Partner, 220 South 6th Street
Dorsey & Whitney Minneapolis, MN 55402
</TABLE>
<PAGE>
SCHEDULE I
Directors and Executive Officers of St. Jude Medical, Inc. (continued)
Common Stock of the Issuer Beneficiary
Name Owned by Persons Listed on Schedule I
--------------------------------------------------
Kenneth G. Langone (1) 49,687 shares
Invemed Associates, Inc. (1) 125,752 shares
40,821 warrants
- ------------------------------
(1) Mr. Langone is Managing Director of Invemed Associates, Inc., the
underwriter in the Issuer's initial public offering in September 1994,
and may be deemed to share voting and dispositive power with respect to
the shares held by Invemed Associates, Inc.
<PAGE>
SCHEDULE II
Sales by St. Jude Medical, Inc.
of Common Stock of
InControl, Inc.
Date No. of Shares Price
---- ------------- -----
11/12/96 5,000 $10.00
02/07/97 7,500 $10.00
03/07/97 30,000 $10.00
03/10/97 75,000 $10.00
06/05/97 52,500 $10.00
06/19/97 55,000 $10.00
06/19/97 25,000 $10.0625
06/20/97 265,037 $10.00
06/20/97 7,500 $10.125
06/20/97 110,000 $10.25
06/20/97 40,000 $10.50
06/20/97 10,000 $10.25
06/20/97 10,000 $10.50
06/23/97 20,000 $10.125
07/10/97 21,200 $10.00
07/11/97 40,000 $10.00
07/14/97 10,000 $10.00
07/15/97 5,000 $10.00
07/16/97 5,000 $10.00
07/21/97 5,000 $10.00
07/22/97 25,000 $10.00
07/23/97 10,000 $10.00
07/25/97 5,000 $10.00
07/30/97 15,000 $10.00
07/30/97 5,000 $10.0625
07/31/97 6,300 $10.00
--------
Total 865,037
Remaining Shares Held: 650,000 (3.8%)
