As filed with the Securities and Exchange Commission on September 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0793183
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 CENTRAL AVENUE N.E. 55432
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of principal executive offices)
MEDTRONIC, INC.
1994 STOCK AWARD PLAN
(Full title of the plan)
RONALD E. LUND
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
MEDTRONIC, INC.
7000 CENTRAL AVENUE N.E.
MINNEAPOLIS, MN 55432
(Name and address of agent for service)
(612) 574-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
without par value (2) 2,800,000 Shares $96.5625 $270,375,000 $93,232.76
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based
on the average of the high and low sale prices of the registrant's Common Stock
on August 25, 1994 as reported by the New York Stock Exchange.
(2) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the registrant's Shareholder Rights Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 1-7707) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference, as of their respective dates, and made a
part hereof:
(1) The Annual Report on Form 10-K of Medtronic, Inc. (the
"Company") for the fiscal year ended April 30, 1994 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (1) above; and
(3) The description of the Company's Common Stock contained in
a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the shares of Common Stock offered have
been sold or which deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and to be a part of
this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 4.1 of the Company's Bylaws provides that the Company shall
indemnify its directors and officers to the full extent required or permitted by
Minnesota Statutes or by other provisions of law. Section 302A.521 of the
Minnesota Business Corporation Act provides in substance that, unless prohibited
or limited by its articles of incorporation or bylaws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his official capacity against judgments, penalties,
fines, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
seeking indemnification, are (a) that such person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements, and
expenses; (b) that such person acted in good faith; (c) that no improper
personal benefit was obtained by such person and certain statutory conflicts of
interest provisions have been satisfied, if applicable; (d) that, in the case of
a criminal proceeding, such person had no reasonable cause to believe that the
conduct was unlawful; and (e) that such person acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceeding under consideration, by special legal
counsel, by the shareholders who are not parties to the proceeding, or by a
court.
Section 5.2 of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for dividends and
other distributions made in violation of Minnesota law or for violations of the
Minnesota securities laws, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission occurring
prior to the effective date of the provision limiting such liability in the
Company's Articles of Incorporation. This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
4.1 Medtronic Restated Articles of Incorporation, as
amended to date, incorporated herein by reference to
exhibit 3.1 in Medtronic's Annual Report on Form 10-K
for the year ended April 30, 1990, filed with the
Commission under cover of Form SE dated July 20,
1990.
4.2 Medtronic Bylaws, as amended to date,
incorporated herein by reference to exhibit 3.2 in
Medtronic's Annual Report on Form 10-K for the year
ended April 30, 1991, filed with the Commission under
cover of Form SE dated July 24, 1991.
4.3 Form of Rights Agreement dated as of June 27,
1991 between Medtronic and Norwest Bank Minnesota,
National Association, including as Exhibit A thereto
the form of Preferred Stock Purchase Right
Certificate, incorporated by reference to Exhibit (1)
of Medtronic's Form 8-A Registration Statement dated
June 27, 1991 and filed with the Commission on June
28, 1991.
5 Opinion of Ronald E. Lund, General Counsel of the Company.
23.1 Consent of Price Waterhouse
23.2 Consent of Ronald E. Lund (included in Exhibit 5)
24 Powers of Attorney
99 1994 Stock Award Plan, incorporated herein by
reference to Appendix A of the Company's 1994 Proxy
Statement as filed with the Commission on July 27,
1994.
</TABLE>
ITEM 9. UNDERTAKINGS
A. The Company 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 this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and
the information required to
II-3
<PAGE>
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 herein, 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 this offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<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 Minneapolis, State of Minnesota, on August 31, 1994.
MEDTRONIC, INC.
Dated: August 31, 1994 BY: /s/ WILLIAM W. GEORGE
------------------------
WILLIAM W. GEORGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated: August 31, 1994 BY: /s/ WILLIAM W. GEORGE
------------------------
WILLIAM W. GEORGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: August 31, 1994 BY: /s/ Robert L. Ryan
---------------------
ROBERT L. RYAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
F. CALEB BLODGETT
ARTHUR D. COLLINS, JR.
WILLIAM W. GEORGE
ANTONIO M. GOTTO, JR., M.D.
BERNADINE P. HEALY, M.D.
VERNON H. HEATH
THOMAS E. HOLLORAN
EDITH W. MARTIN, PH.D. DIRECTORS
GLEN D. NELSON, M.D.
RICHARD L. SCHALL
JACK W. SCHULER
GERALD W. SIMONSON
GORDON M. SPRENGER
RICHARD W. SWALIN, PH.D.
WINSTON R. WALLIN
Ronald E. Lund, Senior Vice President, General Counsel and Secretary of
the Registrant, by signing his name hereto, does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to powers
of attorney duly executed by such persons.
Dated: August 31, 1994 BY: /s/ RONALD E. LUND
--------------------
RONALD E. LUND
ATTORNEY-IN-FACT
<PAGE>
INDEX TO EXHIBITS
Exhibit
4.1 Medtronic Restated Articles of Incorporation, as amended to
date, incorporated herein by reference to exhibit 3.1 in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1990, filed with the Commission under cover of Form SE
dated July 20, 1990.
4.2 Medtronic Bylaws, as amended to date, incorporated herein by
reference to exhibit 3.2 in Medtronic's Annual Report on Form
10-K for the year ended April 30, 1991, filed with the
Commission under cover of Form SE dated July 24, 1991.
4.3 Form of Rights Agreement dated as of June 27, 1991 between
Medtronic and Norwest Bank Minnesota, National Association,
including as Exhibit A thereto the form of Preferred Stock
Purchase Right Certificate, incorporated by reference to
Exhibit (1) of Medtronic's Form 8-A Registration Statement
dated June 27, 1991 and filed with the Commission on June 28,
1991.
5 Opinion of Ronald E. Lund, General Counsel of the Company.
23.1 Consent of Price Waterhouse
23.2 Consent of Ronald E. Lund (included in Exhibit 5)
24 Powers of Attorney
99 1994 Stock Award Plan, incorporated herein by reference to
Appendix A of the Company's 1994 Proxy Statement as filed with
the Commission on July 27, 1994.
<PAGE>
EXHIBIT 5
August 31, 1994
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, MN 55432
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the offering
of up to 2,800,000 shares of Common Stock, $ .10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant to the
Medtronic, Inc. 1994 Stock Award Plan, I have examined such corporate records
and other documents, including the Registration Statement, and have reviewed
such matters of law as I have deemed relevant hereto and, based upon such
examination and review, it is my opinion that all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Shares and that, when issued and sold as contemplated in the Registration
Statement, the Shares will be legally issued, fully paid and nonassessable under
the current laws of the State of Minnesota.
I am admitted to the practice of law in the State of Minnesota and the foregoing
opinions are limited to the laws of that state and the federal laws of the
United States of America.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Ronald E. Lund
Ronald E. Lund
Senior Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 23, 1994 appearing on
page 40 of the 1994 Annual Shareholder Report of Medtronic, Inc., which is
incorporated by reference in Medtronic's Annual Report on Form 10-K for the year
ended April 30, 1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules which appears on page 12 of such
Annual Report of Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
August 30, 1994
<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of
Medtronic, Inc., a Minnesota corporation, hereby constitute and appoint each of
William W. George and Ronald E. Lund, acting individually or jointly, their true
and lawful attorney-in-fact and agent, with full power to act for them and in
their name, place and stead, in any and all capacities, to do any and all acts
and things and execute any and all instruments which either said attorney and
agent may deem necessary or desirable to enable Medtronic, Inc. to comply with
the Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with said Commission of the Registration Statement on
Form S-8 for Medtronic's 1994 Stock Award Plan, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the names of the undersigned directors to the Form S-8 and to any instruments
and documents filed as part of or in connection with said Form S-8 or amendments
thereto; and the undersigned hereby ratify and confirm all that each said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have set their hands this 31st day
of August, 1994.
/s/ F. Caleb Blodgett /s/ Glen D. Nelson, M.D.
F. Caleb Blodgett Glen D. Nelson, M.D.
/s/ Arthur D. Collins, Jr. /s/ Richard L. Schall
Arthur D. Collins, Jr. Richard L. Schall
/s/ William W. George /s/ Jack W. Schuler
William W. George Jack W. Schuler
/s/ Antonio M. Gotto, Jr., M.D. /s/ Gerald W. Simonson
Antonio M. Gotto, Jr., M.D. Gerald W. Simonson
/s/ Bernadine P. Healy, M.D. /s/ Gordon M. Sprenger
Bernadine P. Healy, M.D. Gordon M. Sprenger
/s/ Vernon H. Heath /s/ Richard A. Swalin, Ph.D.
Vernon H. Heath Richard A. Swalin, Ph.D.
/s/ Thomas E. Holloran /s/ Winston R. Wallin
Thomas E. Holloran Winston R. Wallin
/s/ Edith W. Martin, Ph.D.
Edith W. Martin, Ph.D.
<PAGE>
