SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 1996
Medtronic, Inc.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
1-7707 41-0793183
(Commission File Number) (I.R.S. Employer Identification No.)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(Address of principal executive offices) (Zip Code)
(612) 574-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 28, 1996, Medtronic, Inc. (the "Registrant") acquired all of
the outstanding stock of InStent Inc. ("InStent") through a merger of a
newly-created subsidiary of the Registrant with and into InStent. Pursuant to
the merger, the stockholders of InStent receive 0.3833 of a share of the
Registrant's common stock, par value $.10 per share ("Common Stock"), in
exchange for each of the 10,049,194 shares of InStent Common Stock outstanding
immediately prior to the time of the merger. In addition, holders of options to
purchase an aggregate 801,168 shares of InStent Common Stock outstanding at the
time of the merger are entitled to receive, upon exercise of such options,
0.3833 of a share of the Registrant's Common Stock. The aggregate consideration
paid by the Registrant is equivalent to approximately 4,158,900 shares of the
Registrant's Common Stock, including shares to be issued upon the exercise of
stock options assumed by the Registrant. Each share of the Registrant's Common
Stock includes a Preferred Stock Purchase Right pursuant to the Registrant's
Shareholder Rights Plan.
The InStent organization, of Eden Prairie, Minnesota, and Tel Aviv,
Israel, develops and manufactures self-expanding and balloon-expandable stents
used in medical procedures throughout the body. The InStent organization will
become part of the Registrant's Vascular sector.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
Not required because the business acquired pursuant to the
merger (which is being accounted for as a pooling of
interests) is not considered significant for purposes of Rule
3-05 of Regulation S-X.
(b) Pro Forma Financial Information:
Not required because the business acquired pursuant to the
merger (which is being accounted for as a pooling of
interests) is not considered significant for purposes of
Article 11 of Regulation S-X.
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(c) Exhibits:
(2) Agreement and Plan of Reorganization, dated March
22, 1996, by and among Medtronic, Inc., InStent Inc., and
BYR Acquisition Corp., including the Exhibits thereto --
incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form S-4, Reg. No. 333- 04591.
Pursuant to Item 601(b)(2) of Regulation S-K, upon the
request of the Commission, the Registrant undertakes to
furnish supplementally to the Commission a copy of any
schedules to the Agreement and Plan of Reorganization,
described as follows:
Schedule 3.1 Organization
Schedule 3.3 Capitalization
Schedule 3.5 Liabilities
Schedule 3.6 Consents and Approvals
Schedule 3.8 Litigation
Schedule 3.9 Material Adverse Changes
Schedule 3.10 Environmental
Schedule 3.11 Officers, Directors and Employees
Schedule 3.12 Taxes
Schedule 3.13 Contracts
Schedule 3.16 Intellectual Property Rights
Schedule 3.17 Benefits Plans
Schedule 3.19 List of Insurance
Schedule 3.20 List of Each Bank, Broker or
Other Depository
Schedule 3.21 Powers of Attorney
Schedule 3.22 Product Liability Claims
Schedule 3.23 Product and Service Warranties
Schedule 3.24 Inventories
Schedule 3.25 Customer Relations
Schedule 3.26 No Finders
Schedule 4.5 Medtronic Changes
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.
Date: July 11, 1996 By /s/ Michael D. Ellwein
Michael D. Ellwein
Vice President Corporate Development
and Associate General Counsel
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX
to
JUNE 28, 1996 FORM 8-K
MEDTRONIC, INC.
Exhibit Number Exhibit Description
(2) Agreement and Plan of Reorganization dated March 22,
1996, among the Registrant, BYR Acquisition Corp. and
InStent Inc. -- incorporated by reference to Exhibit 2
to the Registrant's Registration Statement on Form S-4,
Reg. No. 333-04591.
