MEDTRONIC INC
8-K, 1996-02-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                       Date of Report - February 13, 1996


                                 MEDTRONIC, INC.
             (Exact name of registrant as specified in its charter)


         Minnesota                      1-7707                   41-0793183
(State or other Jurisdiction        (Commission File           (IRS Employer
      of incorporation)                 Number)             Identification No.)




                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of principal executive offices and zip code)



                                 (612) 574-4000
              (Registrant's telephone number, including area code)





<PAGE>



ITEM 5.  Other Events

         On February 13, 1996, the registrant issued a press release  announcing
         its  financial  results  for the three  and nine  month  periods  ended
         January 31,  1996.  The full text of the press  release is set forth in
         Exhibit 99  attached  hereto and is  incorporated  in this report as if
         fully set forth herein.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            MEDTRONIC, INC.
                                            (Registrant)


Date:  February 14, 1996                    By:  /s/ Robert L. Ryan
                                            Robert L. Ryan
                                            Senior Vice President and Chief
                                               Financial Officer          



                                  EXHIBIT INDEX


         Exhibit No.           Description

            99                 Press release dated February 13, 1996






[Medtronic logo]                                               NEWS RELEASE

Medtronic, Inc.                                        Contact:
7000 Central Avenue N.E.                               Dale Beumer
Minneapolis, Minnesota  55432-3576                     Investor Relations
Telephone: (612) 574-4000                              612-574-3038

                                                       Dick Reid
                                                       Public Relations
                                                       612-574-3052

FOR IMMEDIATE RELEASE

         MEDTRONIC REPORTS NET INCOME ROSE 52.8 PERCENT
         ON RECORD QUARTERLY REVENUES OF $529.2 MILLION

         MINNEAPOLIS,  MN,  February 13, 1996 -- Led by continuing  market-share
gains in its  Bradycardia  Pacing  and  Tachyarrhythmia  Management  businesses,
Medtronic,  Inc. (NYSE: MDT) today reported that third-quarter net earnings rose
52.8  percent  to $109.0  million,  or $0.47 per share,  from the $71.4  million
($0.31 per share) earned in fiscal 1995.

         Quarterly revenues were $529.2 million, up 27.9 percent from the $413.7
million recorded last year.  Excluding effects of foreign currency  translation,
revenues  rose 26.2 percent,  the company's  largest  single  quarterly  revenue
increase in nearly eight years. It was the seventh  consecutive quarter in which
revenues and net earnings increased more than 20 percent.

         For nine  months,  Medtronic  net  earnings  rose 51.5 percent to total
$312.4 million on revenues of $1.6 billion,  compared with $206.2 million earned
on revenues of $1.2 billion in the first three quarters a year ago.

         President  and Chief  Executive  Officer  William  W.  George  said the
quarter "strongly validates  Medtronic's major financial  commitment to research
and   development.   Two  recent  products  of  that  strategy  -  the  Thera(R)
'i-series'(TM)  pacemakers  and the Jewel(R)  defibrillator  with Active Can(TM)
technology -- drove market-share gains from competitors worldwide."

         George  noted that  innovative  successors  to these  products -- a new
family of advanced pacemakers and the Micro Jewel(TM) implantable  defibrillator
- -- have entered clinical  evaluation in Europe.  He also said the growing use of
Medtronic  pacemaker and ablation products for treatment of atrial  fibrillation
through what is known as an "ablate and pace"  procedure  was  accelerating  the
sales growth of the Pacing business.

         Medtronic  tachyarrhythmia  product  sales more than  doubled  over the
comparable  quarter a year ago. Sales of bradycardia  pacing products  continued
their sales growth rate in the high teens,  primarily  attributable to worldwide
medical acceptance of Thera and Thera-i pacemakers.

         Medtronic  recorded very strong growth in its  Interventional  Vascular
and Neurological  businesses.  Led by the Wiktor(R) coronary stent in Europe and
Japan,   interventional   vascular   sales   increased  more  than  45  percent.
Neurological  revenues  grew 50 percent,  led by new  stimulation  products  and
contributions  from the  recent  acquisitions  of PS  Medical,  Inc.,  and Micro
Interventional  Systems,  Inc.  Revenues from the Cardiac Surgery  business were
flat with those of the prior year.

         George said Medtronic expects to continue its strong sales and earnings
momentum  for the year  ending  April 30,  although  the  strengthening  of U.S.
currency on foreign exchange markets would likely result in unfavorable currency
translation in the fourth quarter.

         Medtronic,  Inc., headquartered in Minneapolis,  is the world's leading
medical technology company. Its Internet address is http://www.medtronic.com.

                              (tabulation follows)


<PAGE>



                                 MEDTRONIC, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                    Three months ended              Nine months ended
                                 January 26,    January 27,    January 26,    January 27,
                                    1996           1995            1996         1995
                                               (in thousands, except per share data)


<S>                                      <C>            <C>            <C>            <C>
Net sales                        $   529,203    $   413,723    $ 1,573,011    $ 1,225,670

Costs and expenses:

    Cost of products sold            143,194        129,186        439,837        383,345

    Research and development
      expense                         61,203         46,756        167,870        135,891

    Selling, general, and
      administrative expense         162,977        132,181        502,919        398,476

    Interest expense                   1,739          2,049          5,721          6,765

    Interest income                   (6,368)        (3,780)       (20,283)        (8,850)
                                 -----------    -----------    -----------    -----------

      Total costs and expenses       362,745        306,392      1,096,064        915,627
                                 -----------    -----------    -----------    -----------



Earnings before income taxes         166,458        107,331        476,947        310,043

Provision for income taxes            57,428         35,955        164,547        103,864
                                 -----------    -----------    -----------    -----------

Net earnings                     $   109,030    $    71,376    $   312,400    $   206,179
                                 ===========    ===========    ===========    ===========

Weighted average shares              233,592        230,096        232,835        230,346
    outstanding


Net earnings per share           $      0.47    $      0.31    $      1.34    $      0.90
                                 ===========    ===========    ===========    ===========
</TABLE>


The first two quarters of FY96 have been  restated to reflect the November  1995
acquisition of Micro Interventional  Systems,  Inc. which was accounted for as a
pooling of interests.  Prior years  activity has not been restated as the impact
of the  business  combination  in prior  years is not  considered  material  and
restatement is therefore not required.






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