MEDTRONIC INC
8-K, 1996-11-22
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 - November 19, 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 November 19, 1996, the registrant issued a press release  announcing
         financial results for its fiscal second quarter ended November 1, 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:  November 22, 1996         By: /s/ Robert L. Ryan
                                     Robert L. Ryan, Senior Vice President and
                                     Chief Financial Officer












<PAGE>



                                  EXHIBIT INDEX


 Exhibit No.                            Description

    99                                  Press release dated November 19, 1996





Exhibit 99
[Medtronic Logo]
                                                      NEWS RELEASE

Medtronic, Inc.                                       Contact:
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432-3576
Telephone (612) 574-4000                              Dale Beumer
                                                      612/574-3038
                                                      Christopher O'Connell
                                                      612/574-4971
                                                      Investor Relations

                                                      Dick Reid
                                                      612/574-3052
                                                      Public Relations

FOR IMMEDIATE RELEASE

              MEDTRONIC REPORTS QUARTERLY EARNING UP 24.8 PERCENT;
                PACING BUSINESSES AGAIN SCORE DOUBLE-DIGIT GAINS

     MINNEAPOLIS, MN, November 19, 1996 -- Medtronic, Inc. (MDT: NYSE) announced
today that net earnings for the quarter ended  November 1, 1996,  increased 24.8
percent to $128.3  million as revenues  totaled $598.2  million,  a 15.0 percent
increase  over  revenues  in the  period a year  earlier.  Excluding  effects of
foreign currency translation, revenues for the quarter grew 16.5 percent.

     Earnings  per share of $0.54  were 25.6  percent  above the $0.43 per share
posted on  earnings of $102.8  million in the  quarter a year ago when  revenues
were  $520.0  million.  It  was  the  tenth  consecutive  quarter  during  which
Medtronic's net earnings rose more than 20 percent.

     Earnings  for the first half of fiscal  1997 were $255.8  million  ($1.07 a
share),  an increase of 27.8  percent  over the $200.1  million  ($0.85 a share)
recorded in the  comparable  period of fiscal  1996.  First-half  revenues  were
$1.199  billion,   an  increase  of  14.7  percent  --  or  17.6  percent  on  a
constant-currency  basis -- over the  $1.045  billion  of the  comparable  prior
period.

     Bradycardia  pacemakers and leads scored their tenth consecutive quarter of
double-digit  percentage  growth in revenue  and unit  sales.  Revenues  rose 16
percent  in the  United  States  as  Medtronic  Thera(R)  and  Thera  "i-series"
pacemakers,  combined  with  Medtronic  CapSure(R)  pacing  leads,  continued to
comprise the pacing systems of choice.


<PAGE>



     Primarily  on the strength of the  Medtronic  Micro  Jewel(TM)  implantable
defibrillator,  tachyarrhythmia  revenues rose 17 percent on a constant-currency
basis,  led by a 20 percent  increase in the highly  competitive  United  States
medical marketplace.  On November 8, 1996, the U.S. Food and Drug Administration
cleared the successor  product,  Medtronic Micro Jewel II, the world's  smallest
and lightest defibrillator,  for commercial marketing. Worldwide shipments began
in mid-November.

     Medtronic's  Neurological  Business  again  recorded the most rapid revenue
growth,  nearly 40 percent on a  constant-currency  basis. Sales were spurred by
increasing  worldwide  acceptance of the company's  Intrathecal Baclofen Therapy
for the treatment of spasticity,  by the broadening medical  indications for use
of the Medtronic Itrel(R) 3 neurostimulation device, and by the contributions of
hydrocephalic shunts and other products from Medtronic PS Medical.

     Revenues   of  the   Vascular   Business   rose  nearly  20  percent  on  a
constant-currency basis, driven by sales of the Medtronic Wiktor(R) and Wiktor-i
coronary stents in international markets and sales of the Medtronic Millenia(TM)
high-pressure  balloon catheter in the last month of the quarter. On November 7,
Medtronic announced the European launch of the Medtronic  beStent(TM),  a unique
new coronary stent.

     Cardiac Surgery sales grew modestly,  led by prosthetic heart valves and by
cannulae from  Medtronic  DLP.  Unit sales of heart valves  increased 24 percent
worldwide.  Sales of cardiopulmonary  and blood management  products were nearly
flat compared with last year's comparable quarter.

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

                              (tabulation follows)


<PAGE>


<TABLE>
<CAPTION>

                                                                               MEDTRONIC, INC.
                                                                   CONSOLIDATED STATEMENT OF EARNINGS
                                                                                  (Unaudited)

                                                              Three months ended                   Six months ended
                                                          Nov. 1,          Oct 27,             Nov. 1,           Oct. 27,
                                                           1996             1995                1996               1995
                                                       ------------     -------------      ---------------    ------------ 
                                                                       (in thousands, except per share data)
<S>                                                    <C>              <C>                <C>                 <C>    


Net sales                                              $   598,152      $   519,980        $   1,199,022       $  1,044,923

Costs and expenses:
 Cost of products sold                                     151,060          146,023              306,641            297,070
 Research and development expense                           68,257           55,946              133,928            109,720
 Selling, general, and
  administrative expense                                   188,964          166,245              380,674            341,438
 Interest expense                                            2,588            2,243                4,611              4,008
 Interest income                                            (8,663)          (8,166)             (17,321)           (14,575)
                                                         ----------       ----------            ---------          ---------
   Total costs and expenses                                402,206          362,291              808,533            737,661
                                                         ----------        ---------            ---------          --------

Earnings before income taxes                               195,946          157,689              390,489            307,262

Provision for income taxes                                  67,602           54,881              134,719            107,133
                                                         ---------        ---------            ---------           --------

Net earnings                                           $   128,344      $   102,808        $     255,770        $   200,129
                                                         =========        =========            =========          =========

Weighted average shares outstanding                        239,742          236,682              239,590            236,066

Earnings per share                                     $      0.54      $      0.43        $        1.07        $      0.85
                                                         =========         ========             ========           ========
</TABLE>



The  FY96  amounts  have  been  restated  to  reflect  the  May  and  June  1996
acquisitions  of AneuRx,  Inc.  and InStent  Inc.  which were  accounted  for as
poolings of interests.




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