MEDTRONIC INC
8-K, 1996-08-20
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 - August 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 August 19, 1996,  the registrant  issued a press release  announcing
         financial  results for its fiscal first  quarter  ended August 2, 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:  August 20, 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 August 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
                                                 Investor Relations
                                                 612/574-3038

                                                 Dick Reid
                                                 Public Relations
                                                 612/574-3052
FOR IMMEDIATE RELEASE


                   RECORD QUARTERLY REVENUES OF $600.9 MILLION
              DRIVE MEDTRONIC NET EARNINGS INCREASE OF 30.9 PERCENT


         MINNEAPOLIS, MN, August 19, 1996 -- Led by solid contributions from all
businesses  and  geographic  areas,  first-quarter  revenues of Medtronic,  Inc.
(NYSE:  MDT),  reached  $600.9  million,  an  increase  of  18.7  percent  on  a
constant-currency  basis.  Net earnings were $127.4  million,  or $0.53 a share,
30.9 percent and 29.3  percent,  respectively,  above figures of a year earlier.
Quarterly earnings last year were $97.3 million,  or $0.41 a share.  Unfavorable
foreign  currency  translation of $22.0 million  reduced  revenue growth to 14.5
percent above the $524.9 million reported a year ago.

         (Prior-year  financial  results are  restated to reflect  results  from
AneuRx,   Inc.,  and  InStent  Inc.,  which  were  acquired  in  May  and  June,
respectively.)

         William W. George,  president and chief executive  officer,  noted that
revenues from outside the United States increased more than 20 percent, and that
productivity   gains  also  played  a  significant  role  in  Medtronic's  ninth
consecutive  quarter of earnings growth exceeding  revenue growth.  "Medtronic's
Pacing, Neurological,  and Vascular businesses showed excellent increases. It is
especially gratifying to see dramatic revenue gains from newer product lines and
emerging markets," he said.


<PAGE>

         Medtronic's  Pacing  Business  was  led  by its  bradycardia  pacemaker
product lines, which scored a ninth consecutive  quarter of double-digit  growth
in units and revenue.  Bradycardia  pacing  maintained  its strong  double-digit
percentage  growth  momentum as its Thera(R)  and Thera(R) i series(TM)  devices
continued  to  capture   worldwide   market   share.   Pacemakers   of  the  new
Medtronic.Kappa(TM)  generation,  offering  yet  higher  levels  of  therapeutic
automaticity and physician  efficiency,  entered  clinical  evaluation in Europe
shortly after the quarter ended.

         Following   clearance   for   marketing  by  the  U.S.  Food  and  Drug
Administration  of the Micro Jewel(TM)  Model 7221 device,  sales of implantable
defibrillators  increased  dramatically over sales in the comparable period last
year as physicians  opted for the diagnostic  capabilities and small size of the
new device.

         The Vascular Business reported revenue gains in excess of 40 percent on
a constant-currency  basis,  largely on the strength of Wiktor(R) coronary stent
sales in Europe and Japan.  Also  contributing  to Vascular  revenue growth were
strong  sales  gains  in  ablation   systems  and  devices  for   interventional
neuroradiology.  Solid  contributions  from  surgical  cannulae and tissue heart
valves led the Cardiac Surgery business to high single-digit growth.

         Neurological  Business  sales  were up more than 50  percent.  A strong
contributing  factor was rapid medical acceptance in Europe of  neurostimulation
for control of essential tremor or tremor  associated with Parkinson's  disease.
This therapy,  employing  leads  implanted in the thalamus and stimulation by an
implanted device, continues in U.S. clinical evaluation. Another significant new
therapy,  baclofen  intrathecal  delivered by the  SynchroMed(R)  drug  infusion
system for  spasticity of cerebral  origin,  received FDA  clearance  during the
quarter.  Medtronic PS Medical,  acquired in November, 1995, also contributed to
the strong growth.

         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>


                                 MEDTRONIC, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       Three months ended
                                                             August 2,                   July 28,
                                                               1996                         1995
                                                             (in thousands, except per share data)
<S>                                                         <C>                         <C>   

Net sales                                                    $ 600,870                    $ 524,943

Costs and expenses:
  Cost of products sold                                        155,581                      151,047
  Research and development expense                              65,671                       53,774
  Selling, general, and administrative expense                 191,710                      175,193
  Interest expense                                               2,023                        1,765
  Interest income                                              (8,658)                      (6,409)
                                                            ----------                   ----------
    Total costs and expenses                                   406,327                      375,370
                                                             ---------                    ---------

Earnings before income taxes                                   194,543                      149,573

Provision for income taxes                                      67,117                       52,252
                                                             ---------                    ---------

Net earnings                                                $  127,426                   $   97,321
                                                             =========                    =========

Weighted average shares outstanding                            239,429                      235,273

Earnings per share                                          $     0.53                   $     0.41
                                                            ==========                   ==========
</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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