As filed with the Securities and Exchange Commission on October 30, 1995
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.
1995 EMPLOYEES STOCK PURCHASE 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, $.10 6,000,000 Shares $55.50 $333,000,000 $114,827.59
par value (2)
</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 October 23, 1995 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.
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, 1995 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 Section 12 of 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.
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. Subject to exclusions and
limitations, Medtronic maintains certain insurance coverage against liability
which any director or officer may incur in his or her capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
4.1 Medtronic Restated Articles of Incorporation, as
amended to date, incorporated herein by reference to
Exhibit 3.1 in Medtronic's Quarterly Report on Form
10-Q for the quarter ended July 28, 1995, filed with
the Commission on September 8, 1995.
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 1995 Employees Stock Purchase Plan, incorporated
herein by reference to Appendix B of the Company's
1995 Proxy Statement as filed with the Commission on
July 25, 1995.
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 be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission 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
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 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.
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 October 30, 1995.
MEDTRONIC, INC.
Dated: October 30, 1995 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: October 30, 1995 BY: /s/ William W. George.
WILLIAM W. GEORGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: October 30, 1995 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: October 30, 1995 BY: /s/ Ronald E. Lund
RONALD E. LUND
ATTORNEY-IN-FACT
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 Quarterly Report on Form 10-Q for the quarter
ended July 28, 1995, filed with the Commission on September 8,
1995.
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 1995 Employees Stock Purchase Plan, incorporated herein by
reference to Appendix B of the Company's 1995 Proxy Statement
as filed with the Commission on July 25, 1995.
EXHIBIT 5
October 30, 1995
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 6,000,000 shares of Common Stock, $ .10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant to the
Medtronic, Inc. 1995 Employees Stock Purchase 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
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 22, 1995 appearing on page 38 of
the 1995 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,
1995. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule which appears on page 11 of such Annual Report on
Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
October 30, 1995
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 1995 Employees Stock Purchase 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 30th day of
August, 1995.
/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.
