As filed with the Securities and Exchange Commission on May 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.
<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 Unit(1) Price Fee
<S> <C> <C> <C> <C>
Common Stock to be 1,154,255 $54.8125 $63,267,602.19 $21,816.41
offered by Selling
Shareholders (3)
</TABLE>
(1) 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
May 14, 1996 (a date within five business days prior to the date of
filing).
(2) 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.
1,154,255 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
_______, 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 May ___, 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 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.
- 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, 1995 (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 and March 25, 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.
- 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 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 Owned
Name Before Offering(1) Shares Offered After 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-
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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 Engineering(2) 94,589 94,589 -0-
Thomas J. Fogarty Separate 213,809 213,809 -0-
Property Trust dated 2/6/87(2)
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 93,161 93,161 -0-
VI, L.P.(2)
Patrick & Patricia Morris 465 465 -0-
New Enterprise Associates VI, 139,742 139,742 -0-
L.P.(2)
NEA Ventures 1995, L.P. 465 465 -0-
ONSET Enterprise Associates, 93,161 93,161 -0-
II, L.P.
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 Venture 310 310 -0-
Law Group Retirement Savings Plan
Evana B. Webb 931 931 -0-
Philip J. Webb 931 931 -0-
Rodney A. White 2,095 2,095 -0-
Joshua Whittmore 279 279 -0-
</TABLE>
- 5 -
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
J. Casey McGlynn, Trustee of 8,570 8,570 -0-
Allan R. Will and Heidi Will
1988 Irrevocable Trust
Allan R. Will(2),(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>
-----------------------------
(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.
- 6 -
<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 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.
- 7 -
<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.......................$21,816
Printing and Engraving Fees and Expenses .............................2,000*
Legal Fees and Expenses..............................................25,000*
Accounting Fees and Expenses............................................. 0*
Miscellaneous.........................................................1,834*
Total Expenses.....................................................$ 50,000*
*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 Medtronic Restated Articles of Incorporation, as amended to date,
incorporated herein by reference to Exhibit 3.1 in Medtronic's
Quarterly Report on Form 10-Q for the quarter ended July 28, 1995,
filed with the Commission on September 8, 1995.
4.2 Medtronic Bylaws, as amended to date, incorporated herein by
reference to Exhibit 3.2 in Medtronic's Annual Report on Form 10-K
for the year ended April 30, 1991, filed with the Commission under
cover of Form SE dated July 24, 1991.
4.3 Form of Rights Amendment dated as of June 27, 1991 between Medtronic
and Norwest Bank Minnesota, National Association, including as
Exhibit A thereto the form of Preferred Stock Purchase Right
Certificate, incorporated by reference to Exhibit (1) of Medtronic's
Form 8-A Registration Statement dated June 27, 1991 and filed with
the Commission on June 28, 1991.
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) To include 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.
(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.
II-2
<PAGE>
(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 May 20, 1996.
MEDTRONIC, INC.
By:/s/ William W. George
William W. George, President
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 President, Chief Executive
William W. George 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.
Vernon H. Heath* Director
Vernon H. Heath
(Signatures continued on next page)
II-4
<PAGE>
Thomas E. Holloran* Director
Thomas E. Holloran
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.
Winston R. Wallin* Director
Winston R. Wallin
*By/s/ Ronald E. Lund
Ronald E. Lund, as Attorney-in Fact
Dated: May 20, 1996
II-5
<PAGE>
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
--------------------------
MEDTRONIC, INC.
--------------------------
Exhibit
Number Item
4.1 Medtronic Restated Articles of Incorporation, as amended to date,
incorporated herein by reference to Exhibit 3.1 in Medtronic's
Quarterly Report on Form 10-Q for the quarter ended July 28, 1995,
filed with the Commission on September 8, 1995.
4.2 Medtronic Bylaws, as amended to date, incorporated herein by
reference to Exhibit 3.2 in Medtronic's Annual Report on Form 10-K
for the year ended April 30, 1991, filed with the Commission under
cover of Form SE dated July 24, 1991.
4.3 Form of Rights Agreement dated as of June 27, 1991 between
Medtronic and Norwest Bank Minnesota, National Association,
including as Exhibit A thereto the form of Preferred Stock
Purchase Right Certificate, incorporated by reference to
Exhibit (1) of Medtronic's Form 8-A Registration Statement
dated June 27, 1991 and filed with the Commission on June 28, 1991.
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
May 20, 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 1,154,255 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 the Registration Statement on Form S-3 of our report dated
May 22, 1995 which appears on page 38 of the 1995 Annual Shareholder Report 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, 1995. We also consent to
the incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 11 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
May 17, 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 AneuRx,
Inc. ("AneuRx") to enable the shareholders of AneuRx receiving Medtronic common
stock in connection with such acquisition (including but not limited to option
holders under the AneuRx 1993 Incentive Stock Option, 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 2nd day of May, 1996.
By /s/ F. Caleb Blodgett By /s/ Glen D. Nelson, M.D.
F. Caleb Blodgett Glen D. Nelson, M.D.
By /s/ Arthur D. Collins, Jr. By /s/ Robert L. Ryan
Arthur D. Collins, Jr. Robert L. Ryan
By /s/ Gary L. Ellis By /s/ Richard L. Schall
Gary L. Ellis Richard L. Schall
By /s/ William W. George By /s/ Jack W. Schuler
William W. George Jack W. Schuler
By /s/ Antonio M. Gotto Jr., M.D. By /s/ Gerald W. Simonson
Antonio M. Gotto Jr., M.D. Gerald W. Simonson
By /s/ Bernadine P. Healy, M.D. By /s/ Gordon M. Sprenger
Bernadine P. Healy, M.D. Gordon M. Sprenger
By /s/ Vernon H. Heath By /s/ Richard A. Swalin, Ph.D.
Vernon H. Heath Richard A. Swalin, Ph.D.
By /s/ Thomas E. Holloran By /s/ Winston R. Wallin
Thomas E. Holloran Winston R. Wallin
