As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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) (Zip Code)
ST. JUDE MEDICAL, INC. 2000 EMPLOYEE STOCK PURCHASE SAVINGS PLAN
(Full title of the plan)
Kevin T. O'Malley, Esq.
Vice President and General Counsel
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
(Name and address of agent for service)
(651) 483-2000
(Telephone number, including area code, of agent for service)
Copy to:
Gary L. Tygesson, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-8753
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
securities Amount maximum offering maximum aggregate Amount of
being registered to be registered(1) price per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock
($.10 par value) 1,000,000 shares $40.125 $40,125,000 $10,593
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</TABLE>
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. This registration
statement shall also cover any additional shares of common stock which shall
become issuable under the 2000 Employee Stock Purchase Savings Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the outstanding shares of the registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the registrant's common stock, as reported on the New York Stock
Exchange on July 28, 2000.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by St. Jude Medical, Inc.
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2000;
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 28, 1978, including any
amendment or report filed for the purpose of updating such description filed
prior to the termination of the offering described herein.
All documents the Company has filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates 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 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
<PAGE>
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.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company, as amended (incorporated
herein by reference to Exhibit No. 3.2 to the Registrant's Form
10-K, filed on March 27, 1997).
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit
No. 3 (ii) to the Registrant's Form 10-Q, filed on November 12,
1997).
5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities
(filed herewith).
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith).
24.1 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
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 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;
<PAGE>
Provided, however, that paragraphs (1)(i) and (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 section15(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.
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 section13(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.
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.
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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 July 31, 2000.
ST. JUDE MEDICAL, INC.
By: /s/ Terry L. Shepherd
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Terry L. Shepherd
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Kevin T. O'Malley and Terry L. Shepherd, 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 in
the capacities and on the date indicated.
SIGNATURE AND TITLE DATE
/s/ Terry L. Shepherd July 31, 2000
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Terry L. Shepherd
President, Chief Executive Officer and Director
(principal executive officer)
/s/ John C. Heinmiller July 31, 2000
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John C. Heinmiller
Vice President - Finance and
Chief Financial Officer
(principal accounting and financial officer)
/s/ Ronald A. Matricaria July 31, 2000
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Ronald A. Matricaria
Director
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/s/ Lowell C. Anderson July 31, 2000
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Lowell C. Anderson
Director
/s/ Stuart M. Essig July 31, 2000
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Stuart M. Essig
Director
/s/ Thomas H. Garrett III July 31, 2000
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Thomas H. Garrett III
Director
/s/ Walter L. Sembrowich July 31, 2000
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Walter L. Sembrowich
Director
/s/ Daniel J. Starks July 31, 2000
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Daniel J. Starks
Director
/s/ Roger G. Stoll July 31, 2000
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Roger G. Stoll
Director
/s/ David A. Thompson July 31, 2000
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David A. Thompson
Director
July __, 2000
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Gail R. Wilensky
Director
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EXHIBIT INDEX
Page
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4.1 Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit No. 3.2 to the
Registrant's Form 10-K, filed on March 27, 1997).
4.2 Bylaws of the Company (incorporated herein by reference to
Exhibit No. 3 (ii) to the Registrant's Form 10-Q, filed on
November 12, 1997).
5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities
(filed herewith).
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith).
24.1 Powers of Attorney (included on signature page).
