PROSPECTUS Rule 424(b)(3)
File No. 333-04101
MEDTRONIC, INC.
1,154,255 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,154,255 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 AneuRx, Inc. ("AneuRx") on May 3, 1996 (the "AneuRx Merger"). 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
$50,000, 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 June
4, 1996, as reported by the New York Stock Exchange, was $56-5/8 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 June 5, 1996.
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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 and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C., 20549, and at the Commission's regional offices in New
York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago
(Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661). Copies of such documents can also be obtained at prescribed
rates from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
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, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement 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 Statement 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 Statement or otherwise
filed with the Commission.
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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, 1995, as amended (Commission File No. 1-7707).
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended July
28, 1995, October 27, 1995 and January 26, 1996 (Commission File No. 1- 7707).
3. The Company's Current Reports on Form 8-K dated February 13, 1996, March
25, 1996 and May 23, 1996 (Commission File No. 1-7707).
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.
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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 AneuRx listed
below for whom the Shares were issued in May 1996 pursuant to the AneuRx Merger,
and may also include, to the extent permitted or required by law, individuals or
entities, including charitable institutions, to whom such former AneuRx
shareholders may make pledges, gifts, or trust or partnership 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 AneuRx Merger, prior to any
pledges, gifts, trust or partnership distributions or other transfers by such
Selling Shareholders. The following table designates as "affiliates" those
Selling Shareholders who were an officer, director or 10% shareholder of AneuRx
at the time of the AneuRx Merger, and also indicates which Selling Shareholders
are officers of Medtronic's AneuRx subsidiary.
<TABLE>
<CAPTION>
Shares Owned Shares
Name Before Shares Owned After
Offering(1) Offered Offering
<S> <C> <C> <C>
Kimberly Beringer 1,008 1,008 -0-
Evelyn Breakstone 351 351 -0-
Brentwood Associates VI, L.P. 56,641 56,641 -0-
The Brody Family Trust UDT 1,148 348 800
8/15/86
Robert A. Clark, Jr.2 26,084 26,084 -0-
Robert D. & Beverly Clark 838 838 -0-
Robert D. Clark IRA Fund 1,210 1,210 -0-
Cindy Clifford 96 96 -0-
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Arthur P. Codling, Trustee 1,117 1,117 -0-
U/A DTD 1/15/86 Joshua Payne
Cornett Trust
Arthur P. Codling, Trustee 1,117 1,117 -0-
U/A DTD 1/15/86 Todd Collins
Cornett Trust
Comdisco, Inc. 11,498 11,498 -0-
Delphi Investments II, L.P.2 608 576 32
Delphi Ventures II, L.P.2 193,996 112,754 81,242
Fogarty Engineering2 94,589 94,589 -0-
Thomas J. Fogarty Separate Property 213,809 213,809 -0-
Trust dated 2/6/872
Donna Goyette 112 112 -0-
Jay Lenker(2) 9,548 9,548 -0-
Veronica & William Marsh 511 511 -0-
MedVentures Associates II, L.P. 23,289 23,289 -0-
Mohr Davidow Ventures III 81,951 81,951 -0-
Morgenthaler Venture Partners VI, L.P. 2 93,161 93,161 -0-
Patrick & Patricia Morris 465 465 -0-
New Enterprise Associates VI, L.P.2 139,742 139,742 -0-
NEA Ventures 1995, L.P. 465 465 -0-
ONSET Enterprise Associates, II, L.P. 93,161 93,161 -0-
Paine Webber Incorporated as IRA 758 558 200
Custodian for Robert D. Clark
Tim Ryan 3,347 3,347 -0-
Stanford University 3,105 3,105 -0-
Three Arch Associates, L.P.2 16,561 16,561 -0-
Three Arch Partners, L.P.2 68,495 68,495 -0-
VLG Investments 1994 1,241 1,241 -0-
JC Richard & EJ Blawie TTEE 310 310 -0-
Venture Law Group Retirement
Savings Plan
Evana B. Webb 931 931 -0-
Philip J. Webb 931 931 -0-
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Rodney A. White 2,095 2,095 -0-
Joshua Whittmore 279 279 -0-
J. Casey McGlynn, Trustee of Allan 8,570 8,570 -0-
R. Will and Heidi Will 1988
Irrevocable Trust
Allan R. Will2,3 78,822 78,822 -0-
James & Roberta Wilson 46 46 -0-
WS Investments Co. 1,236 1,164 72
WTI Ventures 1,164 1,164 -0-
Roderick A. Young 310 310 -0-
Zinta & Christopher Zarins 1,862 1,862 -0-
</TABLE>
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(1) The above table includes the total number of Shares issued to or for
the benefit of such Selling Shareholders in connection with the AneuRx
Merger, including an aggregate 34,966 shares issued and held in escrow for the
above-listed Selling Shareholders pro-rata and subject to reduction in certain
events, but excluding the Selling Shareholders' fractional interests in an
aggregate 23 escrow shares which are expected to be paid in cash in lieu of
fractional shares.
(2) An "affiliate" of AneuRx at the time of the AneuRx Merger.
(3) Officer of Medtronic's AneuRx subsidiary.
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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 on one
or more exchanges or in the over-the-counter market, or otherwise 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. Those
Selling Shareholders designated as "affiliates" of AneuRx in the table above
have agreed not to sell any of the shares of Common Stock offered hereby until
such date as Medtronic publishes financial results which include at least 30
days of post-merger combined operations, anticipated to be in August 1996. 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, in an exchange distribution in accordance with the
rules of such exchange, 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 call options,
short sales, loans or pledges of shares, hedging transactions or similar
transactions that may be effected by the Selling Shareholders directly or with
or through broker-dealers. 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.
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