As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0793183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Central Avenue, N.E.
Minneapolis, Minnesota 55432-3576
(612) 574-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Ronald E. Lund
Senior Vice President, General Counsel and Secretary
Medtronic, Inc.
7000 Central Avenue, N.E.
Minneapolis, Minnesota 55432-3576
(612) 574-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions and other factors. Pursuant to Rule 429 under the Securities
Act of 1933, the Prospectus which constitutes part of this Registration
Statement relates to the resale of an additional 26,864 shares of the
Registrant's common stock registered by this Registration Statement and also
relates to the resale of 1,218,885 shares of the Registrant's common stock
registered on Form S-3, Registration No. 33-64521.
<PAGE>
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being offered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. |_| ___________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registration
Securities to be Registered Registered(1) Unit(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock to be offered by 26,864 $62.25 $1,672,284.00 $576.65
Selling Shareholders (3)
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement relates to the resale of an additional 26,864
shares of the registrant's common stock issued in connection with the
same transaction, and to be resold in the same offering, as 1,218,885
shares of the registrant's common stock which are already registered
for resale on Form S-3, Registration No. 33-64521. In connection with
such prior Registration Statement, a filing fee of $21,146.60 was paid
on November 22, 1995.
(2) For purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, such amount is based upon the
average of the high and low prices of the registrant's Common Stock on
September 16, 1996 (a date within five business days prior to the date
of filing).
(3) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the registrant's Shareholder Rights Plan.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
MEDTRONIC, INC.
1,245,749 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,245,749 shares of
Common Stock (the "Shares"), par value of $.10, of Medtronic, Inc., a Minnesota
corporation (the "Company") issued in connection with the Company's acquisition
of Micro Interventional Systems, Inc. ("MIS") on November 3, 1995 (the "MIS
Merger"). 1,218,885 of such Shares were issued to the Selling Shareholders at
the closing of the MIS Merger, and 26,864 Shares were held in escrow and
distributed to the Selling Shareholders in September, 1996. The Selling
Shareholders may offer their Shares from time to time through or to brokers at
market prices prevailing at the time of sale or in one or more negotiated
transactions at prices acceptable to the Selling Shareholders or upon such other
terms in such manner as is acceptable to the particular Selling Shareholder.
(See "Plan of Distribution"). Each Share includes a Preferred Stock Purchase
Right pursuant to the Company's Shareholder Rights Plan. These rights currently
are not exercisable and are not transferable separately from the Shares. The
Company will not receive any proceeds from sales of the Shares.
The Company will bear all expenses of the offering (estimated to be
$45,000, including up to $25,000 of fees and expenses of counsel to the Selling
Shareholders), except that the Selling Shareholders will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes, as
well as any fees and disbursements of counsel for the Selling Shareholders in
excess of $25,000. The Company and the Selling Shareholders have agreed to
indemnify each other against certain liabilities, including liabilities arising
under the Securities Act of 1933 (the "Securities Act").
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "MDT." The last reported price of the Company's Common Stock on
September __, 1996, as reported by the New York Stock Exchange, was $___ per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September __, 1996.
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549,
and at the Commission's regional offices in New York (75 Park Place, New York,
New York 10007) and Chicago (500 West Madison, Suite 1400, Chicago, Illinois
60661). Copies of such material can be obtained from the Public Reference
Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock Exchange. Copies
of reports, proxy statements and other information concerning the Company can be
inspected at the offices of such Exchange.
The Company has filed with the Commission two Registration Statements on
Form S-3 under the Securities Act of 1933 with respect to the securities offered
hereby. For further information with respect to the Company and such securities,
reference is made to such Registration Statements and to the exhibits thereto.
Any statement contained or incorporated by reference herein concerning the
provisions of any document is qualified in its entirety by reference to the copy
of such document filed as an exhibit to the Registration Statements or otherwise
filed with the Commission.
- 2 -
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed by the Company with the Commission pursuant
to the Exchange Act, are hereby incorporated by reference in this Prospectus and
shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1996 (Commission File No. 1-7707).
2. The Company's Quarterly Report on Form 10-Q for the quarter ended August 2,
1996 (Commission File No. 1-7707).
3. The Company's Current Reports on Form 8-K dated May 23, 1996, June 28,
1996, and August 19, 1996.
4. The description of the Company's Common Stock, $.10 par value, which is
contained or incorporated by reference in the Company's Registration
Statement on Form 8-A (Commission File No. 1-7707) filed under the Exchange
Act, including any amendments or reports filed for the purpose of updating
such description.
5. The description of the Company's Preferred Stock Purchase Rights attached
to its Common Stock contained in the Company's Registration Statement on
Form 8-A (Commission File No. 1-7707) filed under the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for all purposes of this Prospectus to the extent that
a statement contained herein, therein or in any subsequently filed document
which also is incorporated or 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Investor Relations
Department, Medtronic, Inc., 7000 Central Avenue, N.E., Minneapolis, Minnesota
55432, telephone (612) 574-4000.
- 3 -
<PAGE>
THE COMPANY
Medtronic, Inc. (the "Company" or "Medtronic"), a Minnesota corporation, is
the issuer of the Shares offered hereby. The Company's principal executive
offices are located at 7000 Central Avenue N.E., Minneapolis, Minnesota
55432-3576, and its telephone number is (612) 574-4000. Medtronic is the world's
leading medical technology company specializing in implantable and invasive
therapies. Primary products include implantable pacemaker systems used for
treatment of bradycardia, implantable tachyarrhythmia management systems,
mechanical and tissue heart valves, balloons and guiding catheters used in
angioplasty, stents, implantable neurostimulation and drug delivery systems, and
perfusion systems including blood oxygenators, centrifugal blood pumps, cannula
products, and autotransfusion and blood monitoring systems.
USE OF PROCEEDS
The Company will receive no proceeds from sales of Shares by the Selling
Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders include the former shareholders of MIS listed
below for whom the Shares were issued in November 1995 pursuant to the MIS
Merger, and may also include, to the extent permitted by law, individuals or
entities, including charitable institutions, to whom such former MIS
shareholders may make pledges, gifts, partnership distributions, or trust
distributions of Shares. The Selling Shareholders may choose to sell or transfer
less than all or none of the Shares. The following table sets forth certain
information with respect to the beneficial ownership of the Company's Common
Stock by those Selling Shareholders who received Shares in the MIS Merger, prior
to any pledges, gifts, trust or partnership distributions, or other transfers by
such Selling Shareholders. The following table indicates which Selling
Shareholders are officers of Medtronic's MIS subsidiary.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Name Before Offering Shares Offered After Offering
<S> <C> <C> <C>
AMECO GmbH 27,732 27,732 -0-
Brentwood Associates VI, L.P. 288,879 288,879 -0-
Gerri Chantelain 1,779 1,779 -0-
Ruediger Dahle 9,252 9,252 -0-
Delphi BioVentures II, L.P. 287,408 287,408 -0-
Delphi BioInvestments II, L.P. 1,470 1,470 -0-
J.A.C. Deuss 3,696 3,696 -0-
Martin Dieck 2,772 2,772 -0-
Ronald Dieck1 129,418 129,418 -0-
Dubo Enterprise, Inc. 6,470 6,470 -0-
Glynn Ventures III 19,411 19,411 -0-
David A. Golden 6,470 6,470 -0-
Harvey M. Goldstein 6,470 6,470 -0-
Claude Jacquillard 3,881 3,881 -0-
Richard Jaraczewski1 129,418 129,418 -0-
Matt Mackowski 57,312 57,312 -0-
Erin McGurk1 129,418 129,418 -0-
Nicolai GmbH & Co. KG 9,242 9,242 -0-
David Norman 53,152 53,152 -0-
Roger Perkins 2,772 2,772 -0-
Piper Jaffray Healthcare
Capital Ltd. Partnership 32,354 32,354 -0-
Richard Rottman M.D., Inc. 5,545 5,545 -0-
Robert Shepler 27,732 27,732 -0-
WS Investment Company 93E 3,696 3,696 -0-
</TABLE>
1 Officer of Medtronic's MIS subsidiary.
- 5 -
<PAGE>
PLAN OF DISTRIBUTION
The sale or transfer of all or a portion of the Shares offered hereby by
the Selling Shareholders or by their pledgees, donees or other applicable
transferees or successors in interest may be effected from time to time at
prevailing market prices at the time of such sales, at prices related to such
prevailing prices, at fixed prices (that may be changed) or at negotiated
prices. The Selling Shareholders may effect such transactions by selling
directly to purchasers in negotiated transactions, to dealers acting as
principals or through one or more brokers, or any combination of these methods
of sale. In addition, Shares may be transferred in connection with partnership
or trust distributions by the Selling Shareholders or in connection with the
settlement of call options, short sales or similar transactions that may be
effected by the Selling Shareholders. Dealers or brokers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders. The Company and the Selling Shareholders may agree to
indemnify such brokers or dealers against certain liabilities, including
liabilities under the Securities Act. In addition, the Company has agreed to
indemnify the Selling Shareholders and any underwriter with respect to the
shares of Common Stock offered hereby against certain liabilities, including,
without limitation certain liabilities under the Securities Act. The Company has
agreed to pay certain costs and expenses incurred in connection with the
registration of the shares of Common Stock offered hereby. The Selling
Shareholders shall be responsible for all selling commissions, transfer taxes
and related charges in connection with the offer and sale of such shares.
- 6 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering are as follows:
Securities and Exchange Commission Filing Fee.............$21,723.25(1)
Printing and Engraving Fees and Expenses ......................2,000*
Legal Fees and Expenses.......................................20,000*
Accounting Fees and Expenses...................................... 0*
Miscellaneous...............................................1,276.75*
__________
Total Expenses..............................................$ 45,000*
==========
(1)Includes $21,146.60 SEC registration fee previously paid in connection with a
Registration Statement on Form S-3, Registration No. 33-64521, pursuant to which
1,218,885 shares of the Registrant's common stock were registered in connection
with this offering, and $576.65 SEC registration fee related to the additional
shares of the Registrant's common stock registered by this Registration
Statement.
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is threatened to be made a
party to any proceeding by reason of the former or present official capacity of
such person, against judgments, penalties and 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 has not been indemnified by another
organization or employee benefit plan for the same expenses with respect to the
same acts or omissions, acted in good faith, received no improper personal
benefit and Section 302A.255 (which pertains to director conflicts of interest),
if applicable, has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by person 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 for other
organizations, reasonably believed that the conduct was not opposed to the best
interests of the corporation. The Registrant's Articles of Incorporation and
Bylaws do not limit the Registrant's obligation to indemnify such persons.
The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws, or (v) any
transaction from which the director derives an improper personal benefit.
Liability under federal securities law is not limited by the Registrant's
Articles of Incorporation.
Subject to exclusions and limitations, the Registrant maintains certain
insurance coverage against liability which a director or officer may incur in
his or her capacity as such.
II-1
<PAGE>
Item 16. Exhibits.
Exhibit
Number Item
4.1 Articles of Incorporation, as amended to date (incorporated by
reference to Exhibit 3.1 to Registrant's Form 10-Q for the fiscal
quarter ended July 28, 1995).
5.1 Opinion of Ronald E. Lund, Senior Vice President, General Counsel
and Secretary of Medtronic, Inc.
23.1 Consent of Price Waterhouse, LLP
23.2 Consent of Ronald E. Lund, Senior Vice President, General Counsel
and Secretary of Medtronic, Inc. (included in opinion filed as
Exhibit 5.1).
24 Power of Attorney from certain directors and officers.
Item 17. Undertakings.
(a) 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)Toinclude 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;
(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;
Provided, however, that paragraphs (a)(1)(i)and (a)(1)(ii)do
not apply if 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 Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
II-2
<PAGE>
(2) That, for the purposes 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.
(b) 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 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 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.
(c) 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 final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 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 September 19,
1996.
MEDTRONIC, INC.
By:/s/ William W. George
William W. George, Chairman of the Board
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.
Signature Title
/s/ William W. George Chairman of the Board, Chief
William W. George Executive Officer and Director
(principal executive officer)
/s/ Robert L. Ryan Senior Vice President and Chief
Robert L. Ryan Financial Officer (principal
financial and accounting officer)
F. Caleb Blodgett* Director
F. Caleb Blodgett
Arthur D. Collins, Jr.* Director
Arthur D. Collins, Jr.
Antonio M. Gotto, Jr., M.D.* Director
Antonio M. Gotto, Jr., M.D.
Bernadine P. Healy, M.D.* Director
Bernadine P. Healy, M.D.
Thomas E. Holloran* Director
Thomas E. Holloran
(Signatures continued on next page)
II-4
<PAGE>
Glen D. Nelson, M.D.* Director
Glen D. Nelson, M.D.
Richard L. Schall* Director
Richard L. Schall
Jack W. Schuler* Director
Jack W. Schuler
Gerald W. Simonson* Director
Gerald W. Simonson
Gordon M. Sprenger* Director
Gordon M. Sprenger
Richard A. Swalin, Ph.D.* Director
Richard A. Swalin, Ph.D.
*By/s/ Ronald E. Lund
Ronald E. Lund, as Attorney-in Fact
Dated: September 19, 1996
II-5
<PAGE>
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
MEDTRONIC, INC.
Exhibit
Number Item
4.1 Articles of Incorporation, as amended to date (incorporated by
reference to Exhibit 3.1 to Registrant's Form 10-Q for the
fiscal quarter ended July 28, 1995).
5.1 Opinion of Ronald E. Lund, Senior Vice President, General
Counsel and Secretary of Medtronic, Inc.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ronald E. Lund, Senior Vice President, General
Counsel and Secretary of Medtronic, Inc. (included in opinion
filed as Exhibit 5.1).
24 Power of Attorney from certain directors and officers.
EXHIBIT 5.1
September 19, 1996
Medtronic, Inc.
7000 Central Avenue NE
Minneapolis, MN 55432
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the offering
of up to 26,864 shares of Common Stock, $.10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), to be sold by certain
shareholders, 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 the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 22, 1996, which appears on page 61 of the 1996 Annual Report to Shareholders
of Medtronic, Inc., which is incorporated by reference in Medtronic, Inc.'s
Annual Report on Form 10-K for the fiscal year ended April 30, 1996. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule which appears on page 12 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
September 19, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Medtronic, Inc., a Minnesota corporation ("Medtronic"), hereby
constitutes and appoints WILLIAM W. GEORGE and RONALD E. LUND, or either of
them, their true and lawful attorneys-in-fact and agents, each with full power
and authority to act as such without the other, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to do any and all acts and things and to
execute any and all instruments that any of said attorneys and agents may deem
necessary or advisable in connection with Medtronic's acquisition of Micro
Interventional Systems, Inc. ("MIS") to enable the shareholders of MIS receiving
Medtronic common stock in connection with such acquisition (including but not
limited to option holders under the MIS 1993 Stock Plan, as amended, who will
receive Medtronic common stock upon any exercise of options under such plan) to
receive registered Medtronic common stock or to resell such Medtronic common
stock in compliance with the Securities Act of 1933, as amended, with any
regulations, rules or requirements of the Securities and Exchange Commission
thereunder, and with any state Blue Sky laws or regulations in connection
therewith, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the undersigned to the
Registration Statement on Form S-3 (or other appropriate Form) and the
Registration Statement on Form S-8 therefor, to any amendment to such
Registration Statements, and to any instrument or document filed with said
Commission as a part of or in connection with such Registration Statements or
any amendment thereto; and the undersigned hereby ratify and confirm all that
said attorneys and agents, or their substitutes or resubstitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed there presents
effective as of the 12th day of October, 1995.
By /s/ F. Caleb Blodgett By /s/ Edith W. Martin, Ph.D.
F. Caleb Blodgett Edith W. Martin, Ph.D.
By /s/ Arthur D. Collins, Jr. By /s/ Glen D. Nelson, M.D.
Arthur D. Collins, Jr. Glen D. Nelson, M.D.
By /s/ Gary L. Ellis By /s/ Robert L. Ryan
Gary L. Ellis Robert L. Ryan
By /s/ William W. George By /s/ Richard L. Schall
William W. George Richard L. Schall
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