As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. 333-_________
================================================================================
UNITED STATES 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 Number)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(612) 514-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------------
Carol E. Malkinson, Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(612) 514-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
David C. Grorud, Esq. David B. Harms, Esq.
Melodie R. Rose, Esq. John Evangelakos, Esq.
Fredrikson & Byron, P.A. Sullivan & Cromwell
900 Second Avenue South, Suite 1100 125 Broad Street
Minneapolis, Minnesota 55402 New York, New York 10004
(612) 347-7000 (212) 558-4000
---------------------------
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.
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 registered 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, 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, please check the following box
and list the Securities Act registration statement number of the 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: [x]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================== ==================== =================== ==================== =================
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share (1) price (1) registration fee
============================================== ==================== =================== ==================== =================
<S> <C> <C> <C> <C>
Common Stock ($.10 per share par value)(2) 12,500,000 shares $ 65.34375 $ 816,796,875 $ 240,955.08
============================================== ==================== =================== ==================== =================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based
upon the average of the high and low sale prices for such stock as
reported by the New York Stock Exchange on July 20, 1998, which date was
within five business days of the date of this filing.
(2) Each share of Medtronic Common Stock includes a preferred share purchase
right pursuant to Medtronic's Shareholder Rights Plan.
---------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effectiveness 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 22, 1998
12,500,000 Shares
[Medtronic Logo]
Common Stock
Medtronic, Inc. (together with its subsidiaries, "Medtronic" or the
"Company") may from time to time offer up to 12,500,000 shares of common stock,
par value $0.10 per share (the "Common Stock"), in the aggregate, in amounts, at
prices and on terms to be determined at the time or times of offering. The
amount, prices and certain other terms for each such offering will be set forth
in a supplement to this Prospectus (a "Prospectus Supplement").
The Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol "MDT." Any Common Stock offered pursuant to a Prospectus Supplement
will be listed on such exchange, subject to official notice of issuance. This
Prospectus may not be used to consummate any sale of securities unless
accompanied by a Prospectus Supplement.
The Company may sell the Common Stock through underwriters or dealers,
directly to one or more purchasers, through agents or through a combination of
any such methods of sale. If any underwriters, dealers or agents are involved in
the sale of any of the Common Stock, their names, and any applicable purchase
price, fee, commission or discount arrangement with, between or among them, will
be reflected, to the extent required, in the applicable Prospectus Supplement.
See "Plan of Distribution."
------------------------------
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 , 1998
<PAGE>
AVAILABLE INFORMATION
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act") with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock offered hereby, reference is hereby made to such Registration
Statement, exhibits and schedules. Statements contained in this Prospectus as to
the contents of any contract or any other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement or such
other document, each such statement being qualified in all respects by such
reference.
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 or information statements and other information with the
Commission. Such reports, proxy or information statements and other information,
as well as the Registration Statement of which this Prospectus is a part and the
exhibits and schedules thereto, may be inspected by anyone without charge at the
principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, or at one of the Commission's regional offices: 500 West Madison, Suite
1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
York, New York, 10048. Copies of all or any part of such material are available
for inspection at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, and may be obtained upon payment of the
prescribed fees from the Public Reference Section of the Commission at 450 Fifth
Street, N.W. Washington, D.C. 20549. The public may obtain information on the
operation of the Commission's Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains a World Wide Website at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1998;
(2) The Company's Current Reports on Form 8-K filed July 8, 1998 and
July 16, 1998;
(3) The description of Medtronic's Common Stock contained in
Medtronic's Registration Statement on Form 8-A
filed under Section 12 of the Exchange Act; and
(4) The description of Medtronic's preferred share purchase rights
attached to its Common Stock contained in Medtronic's Registration
Statement on Form 8-A filed under Section 12 of the Exchange Act.
In addition, all subsequent documents filed with the Commission by
Medtronic pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus shall be deemed to be incorporated by
reference into this Prospectus or any Prospectus Supplement and to be a part
hereof or thereof from the date of filing such documents. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein or in any Prospectus Supplement shall be deemed to be modified or
superseded for purposes of this Prospectus and any such Prospectus Supplement to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is or is deemed to be incorporated by
<PAGE>
reference herein or in any Prospectus Supplement 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 or any
such Prospectus Supplement. The Company will provide without charge to each
person to whom this Prospectus or any Prospectus Supplement is delivered, upon a
written or oral request of such person, a copy of any or all of the foregoing
documents incorporated by reference into this Prospectus or any such Prospectus
Supplement (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to Investor Relations Department, M.S. 206, 7000
Central Avenue N.E., Minneapolis, Minnesota 55432, Telephone: (612) 514-3035.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus (including information
included or incorporated by reference herein) and other written and oral
statements made from time to time by Medtronic do not relate strictly to
historical or current facts. As such, they are considered "forward-looking
statements" which provide current expectations or forecasts of future events.
Such statements can be identified by the use of terminology such as
"anticipate," "believe," "estimate," "expect," "intend," "may," "could,"
"possible," "plan," "project," "will," "forecast" and similar words or
expressions. Medtronic's forward-looking statements generally relate to its
growth strategies, financial results, product development and regulatory
approval programs, and sales efforts. One must carefully consider
forward-looking statements and understand that such statements involve a variety
of risks and uncertainties, known and unknown, and may be affected by inaccurate
assumptions. Consequently, no forward-looking statement can be guaranteed and
actual results may vary materially. It is not possible to foresee or identify
all factors affecting the Company's forward-looking statements and investors
therefore should not consider any list of factors affecting the Company's
forward-looking statements to be an exhaustive statement of all risks,
uncertainties or potentially inaccurate assumptions. Medtronic undertakes no
obligation to update any forward-looking statement.
Although it is not possible to create a comprehensive list of all factors
that may cause actual results to differ from Medtronic's forward-looking
statements, such factors include, among others, (i) trends toward managed care,
healthcare cost containment and other changes in government and private sector
initiatives, in the U.S. and other countries in which Medtronic does business,
that are placing increased emphasis on the delivery of more cost-effective
medical therapies; (ii) the trend of consolidation in the medical device
industry as well as among customers of medical device manufacturers, resulting
in more significant, complex and long-term contracts than in the past and
potentially greater pricing pressures; (iii) the difficulties and uncertainties
associated with the lengthy and costly new product development and regulatory
approval processes, which may result in lost market opportunities or preclude
product commercialization; (iv) efficacy or safety concerns with respect to
marketed products, whether scientifically justified or not, that may lead to
product recalls, withdrawals or declining sales; (v) changes in governmental
laws, regulations and accounting standards and the enforcement thereof that may
be adverse to Medtronic; (vi) increased public interest in recent years in
product liability claims for implanted medical devices, including pacemakers and
leads; (vii) other legal factors including environmental concerns and patent
disputes with competitors; (viii) agency or government actions or investigations
affecting the industry in general or Medtronic in particular; (ix) the
development of new products or technologies by competitors, technological
obsolescence and other changes in competitive factors; (x) risks associated with
maintaining and expanding international operations; (xi) business acquisitions,
dispositions, discontinuations or restructurings by Medtronic; (xii) the
integration of businesses acquired by Medtronic; and (xiii) economic factors
over which Medtronic has no control, including changes in inflation, foreign
currency rates and interest rates. Medtronic notes these factors as permitted by
the Private Securities Litigation Reform Act of 1995.
<PAGE>
THE COMPANY
Medtronic is the world's leading medical technology company specializing in
implantable and interventional therapies. Its primary products include those for
bradycardia pacing, tachyarrhythmia management, atrial fibrillation management,
heart failure management, coronary and peripheral vascular disease, heart valve
replacement, extracorporeal cardiac support, minimally invasive cardiac surgery,
malignant and non-malignant pain, movement disorders, neurosurgery and
neurodegenerative disorders. The Company serves customers and patients in more
than 120 countries.
Medtronic, Inc. is a Minnesota corporation and was incorporated in 1957.
The Company's executive offices are located at 7000 Central Avenue N.E.,
Minneapolis, Minnesota 55432, and its telephone number is (612) 514-4000.
RECENT TRANSACTIONS
As discussed below, Medtronic has entered into agreements to acquire
Physio-Control International Corporation ("Physio-Control") and AVECOR
Cardiovascular Inc. ("AVECOR"). It is expected that each of these acquisitions
will be completed in the third or fourth quarter of the 1998 calendar year.
To be eligible to use the pooling of interests accounting method to account for
future acquisitions, including the pending Physio-Control acquisition, Medtronic
will sell in one or more transactions a number of shares equal to that number of
shares which are tainted for purposes of pooling of interests accounting and
were purchased by Medtronic in the open market pursuant to its share repurchase
program. The Company intends to account for the pending Physio-Control
acquisition as a pooling of interests. The pending acquisition of AVECOR is
intended to be accounted for using the purchase accounting method. The offering
of shares of Common Stock contemplated by this Prospectus is not subject to the
completion of the pending acquisitions and is expected to be completed prior to
their respective closings. There can be no assurance that either or both of
these pending acquisitions will be completed successfully.
Physio-Control
On June 29, 1998, Medtronic announced that it had entered into an agreement
to acquire Physio-Control, a company that designs, manufactures, markets and
services an integrated line of noninvasive emergency cardiac defibrillator and
vital sign assessment devices, disposable electrodes and data management
software. Physio-Control's products are used in both out-of-hospital and
hospital settings for the detection and treatment of life-threatening events
including trauma, heart attack and the acute heart rhythm disturbances of
ventricular fibrillation, tachycardia and bradycardia.
Pursuant to the acquisition agreement, upon the fulfillment or waiver of
certain conditions, a wholly owned subsidiary of Medtronic created for the
Physio-Control acquisition will merge with and into Physio-Control.
Physio-Control will then become a wholly owned subsidiary of Medtronic in a
stock-for-stock merger that is expected to be tax-free and accounted for as a
pooling of interests. In the Physio-Control merger, each outstanding share of
stock of Physio-Control will be exchanged for the right to receive the portion
of a share of Medtronic Common Stock equal to $27.50 divided by the average of
the daily closing sale prices of a share of Medtronic Common Stock as reported
on the NYSE Composite Tape, as reported in The Wall Street Journal, for the 19
<PAGE>
consecutive NYSE trading days ending on and including the first NYSE trading day
immediately preceding the effective time of the merger. Physio-Control has
approximately 21 million shares outstanding on a fully diluted basis. Medtronic
intends to account for the Physio-Control merger as a pooling of interests for
accounting and financial reporting purposes under generally accepted accounting
principles. Under the pooling of interests method, the recorded assets and
liabilities of the companies are carried forward to the combined corporation at
their recorded amounts and the income (loss) of the companies constitutes the
income (loss) of the combined corporation for the entire fiscal period in which
the combination occurs as well as for prior fiscal periods. If the
Physio-Control merger fails to qualify for pooling of interests for any reason
not within Medtronic's control, Medtronic will have the right to determine, in
its sole discretion, whether to proceed with the transaction. If the transaction
were accounted for using the purchase method of accounting, such accounting
method would not materially affect cash flow or the results of operations on a
continuing basis based on current and anticipated profitability levels. However,
the transaction could result in a one-time purchased in-process research and
development charge, which could be significant.
AVECOR
On July 13, 1998, Medtronic announced that it had entered into an agreement
to acquire AVECOR, a company that develops, manufactures and markets specialty
medical devices for heart/lung bypass surgery and long-term respiratory support.
Pursuant to the acquisition agreement, upon the fulfillment or waiver of certain
conditions, a wholly owned subsidiary of Medtronic created for the AVECOR
acquisition will merge with and into AVECOR. AVECOR will then become a wholly
owned subsidiary of Medtronic in a stock-for-stock merger that is expected to be
tax-free and accounted for using the purchase accounting method. In the AVECOR
merger, which is valued at approximately $91 million, each outstanding share of
stock of AVECOR will be exchanged for the right to receive the portion of a
share of Medtronic Common Stock equal to $11.125 divided by the average of the
daily closing sale prices of a share of Medtronic Common Stock as reported on
the NYSE Composite Tape, as reported in The Wall Street Journal, for the 18
consecutive NYSE trading days ending on and including the second NYSE trading
day immediately preceding the effective time of the merger.
USE OF PROCEEDS
Medtronic expects to use the net proceeds from the sale of Common Stock
offered hereby as working capital for general corporate purposes, including, but
not limited to, acquisitions and other uses historically made by the Company.
Management of the Company will have broad discretion with respect to the
application of the net proceeds from the offering of shares of Common Stock
contemplated by this Prospectus. Pending use of the net proceeds, Medtronic
anticipates investing such proceeds in short-term, interest-bearing,
investment-grade marketable securities.
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Common Stock through underwriters or dealers,
directly to one or more purchasers, through agents or through a combination of
any such methods of sale. Any such underwriter, dealer or agent involved in the
offer and sale of the Common Stock will be named in the applicable Prospectus
Supplement to the extent required.
The distribution of the Common Stock may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Such transactions may be
effected on the NYSE or otherwise and may involve crosses or block transactions.
In connection with the sale of the Common Stock, underwriters, dealers and
agents may receive compensation from the Company or from purchasers of the
Common Stock, for whom they may act as agents, in the form of discounts,
concessions or commissions. In addition, if underwriters sell the Common Stock
to or through dealers, such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Underwriters,
dealers and agents that participate in the distribution of the Common Stock may
be deemed to be underwriters under the Securities Act, and any discounts or
commissions they receive from the Company and any profit on the sale of the
Common Stock they realize may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Common Stock is listed on the NYSE. Any Common Stock sold pursuant to a
Prospectus Supplement will be listed on such exchange, subject to official
notice of issuance. It is possible that one or more underwriters may make a
market in such Common Stock, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. Therefore,
no assurance can be given as to the liquidity of the trading market for any
Common Stock.
Under agreements into which the Company may enter, underwriters, dealers
and agents who participate in the distribution of the Common Stock may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
In connection with any offering of Common Stock, the underwriters, dealers
or agents may purchase and sell the Common Stock in the open market. These
transactions may include over-allotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with such
offering. Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or retarding a decline in the market price of the Common
Stock, and syndicate short positions involve the sale by such underwriters,
dealers or agents of a greater number of shares of Common Stock than they are
required to purchase from the Company in such offering. Such underwriters,
dealers or agents also may impose a penalty bid, whereby selling concessions
allowed to syndicate members or other broker-dealers in respect of the Common
Stock sold in such offering for their account may be reclaimed by the syndicate
if such Common Stock is repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock, which may be higher than the price that might
otherwise prevail in the open market, and these activities, if commenced, may be
discontinued at any time. These transactions may be effected on the NYSE, in the
over-the-counter market or otherwise.
<PAGE>
VALIDITY OF SHARES
The validity of the Common Stock offered hereby will be passed upon for the
Company by Fredrikson & Byron, P.A. Members of such firm own, in the aggregate,
approximately 86,000 shares of Medtronic Common Stock.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Medtronic, Inc. for the year
ended April 30, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, any accompanying
Prospectus Supplement or the documents incorporated or deemed incorporated by
reference herein or therein, and any information or representations not
contained herein or therein may not be relied upon as having been authorized by
the Company or by any agent, dealer or underwriter. This Prospectus and any
accompanying Prospectus Supplement does not constitute an offer to sell or a
solicitation of an offer to buy the Common Stock in any circumstances in which
such offer or solicitation is unlawful. The delivery of this Prospectus or any
Prospectus Supplement at any time does not imply that the information herein or
therein is correct as of any time subsequent to the date of such information.
------------------------------
TABLE OF CONTENTS
Page
Available Information............................. 3
Incorporation of Certain Documents
by Reference................................... 3
Cautionary Statement Concerning
Forward-Looking Information.................... 4
The Company....................................... 5
Recent Transactions............................... 5
Use of Proceeds................................... 6
Plan of Distribution.............................. 7
Validity of Shares................................ 8
Experts........................................... 8
12,500,000 Shares
[Medtronic Logo]
Common Stock
---------------------
PROSPECTUS
---------------------
, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company in connection with the
distribution of the securities registered hereby and do not include underwriting
compensation, if any, to be paid by the Company. All of such expenses, except
for the SEC registration fee, are estimated.
SEC Registration Fee.......................................... $240,955
NYSE Listing Fee.............................................. 23,750
Legal Fees.................................................... 125,000
Accountants' Fees............................................. 75,000
Printing Expenses............................................. 40,000
Miscellaneous ................................................ 25,295
Total ................................................... $530,000
=======
Item 15. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions if such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit and statutory procedure has been followed in the case of any
conflict of interest by director; (4) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions occurring in the person's official capacity as a director,
officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of acts or
omissions occurring in the person's official capacity as a director, officer or
employee of the Company involving service as a director, officer, partner,
trustee, employee or agent of another organization or employee benefit plan,
reasonably believed that the conduct was not opposed to the best interests of
the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain circumstances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
The Company's Bylaws provide for indemnification to the full extent
permitted by the laws of the state of Minnesota, pursuant to Minnesota Statutes
Section 302A.521, as now enacted or hereafter amended, against and with respect
to threatened, pending or completed actions, suits or proceedings arising from,
or alleged to arise from, a party's actions or omissions as a director, officer,
employee or agent of the Company or any subsidiary of the Company or of any
other corporation, partnership, joint venture, trust or other enterprise which
has served in such capacity at the request of the Company if such acts or
omissions occurred or were or are alleged to have occurred, while said party was
a director or officer of the Company. Generally, under Minnesota law,
indemnification will only be available where an officer or director can
establish that he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Company. As
permitted by Section 302A.521 of the Minnesota Statutes, Medtronic's Restated
Articles of Incorporation provide that a director shall have no personal
liability to Medtronic or its shareholders for breach of his or her fiduciary
duty as a director, to the fullest extent permitted by law.
<PAGE>
In addition to providing indemnification as outlined above, Medtronic also
purchases individual insurance coverage for its directors and officers. Subject
to the stated conditions, the policy insures the directors and officers of
Medtronic against liability arising out of actions taken in their official
capacities. To the extent that such actions cannot be indemnified by the
Company, the policy provides individual liability insurance protection to the
officers and directors of the Company.
Item 16. Exhibits and Financial Statements Schedules.
Exhibit Description
4.1 Medtronic Restated Articles of Incorporation, as amended to date (a)
4.2 Medtronic Bylaws, as amended to date (b)
4.3 Form of Rights Agreement dated as of June 27, 1991 between Medtronic
and Norwest Bank Minnesota, National Association, including as
Exhibit A the form of Preferred Stock Purchase Right certificate (c)
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney of certain officers and directors
- ----------------------
(a) 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.
(b) Incorporated herein by reference to Exhibit 3.2 in Medtronic's Annual
Report on Form 10-K for the year ended April 30, 1996, filed with the
Commission on July 24, 1996.
(c) Incorporated herein by reference to Exhibit 4 in Medtronic's Annual Report
on Form 10-K for the year ended April 30, 1997, filed with the Commission
on July 23, 1997.
Item 17. Undertakings.
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 unless the information required to be
included in such post-effective amendment is contained in a
periodic report 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 and incorporated herein by
reference:
(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 unless the information
required to be included in such post-effective amendment is
contained in a periodic report 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 and incorporated
herein by reference. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
<PAGE>
(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:
(2) That, for the purpose 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 the time shall be deemed to be
the initial bona fide offering thereof: and
(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.
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
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.
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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned Registrant further undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 July 22, 1998.
MEDTRONIC, INC.
By /s/ William W. George
William W. George, Chairman and Chief Executive Officer
<PAGE>
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.
Signatures Title Date
/s/ William W. George Chairman, Chief Executive Officer July 22, 1998
William W. George and Director (principal
executive officer)
/s/ Robert L. Ryan Senior Vice President and July 22, 1998
Robert L. Ryan Chief Financial Officer (principal
financial and accounting officer)
* Vice Chairman and Director )
Glen D. Nelson, M.D. )
)
)
* Director )
William R. Brody, )
M.D., Ph.D. )
)
)
* Director )
Paul W. Chellgren )
)
)
* Director )
Arthur D. Collins, Jr. )
)
)
* Director )
Antonio M. Gotto, Jr., )
M.D. )
)
)
* Director )
Bernadine P. Healy, M.D. ) By: /s/William W. George
) William W. George,
) Attorney-in-fact
)
* Director ) Dated: July 22, 1998
Thomas E. Holloran )
)
)
* Director )
Richard L. Schall )
)
)
* Director )
Jack W. Schuler )
)
)
* Director )
Gerald W. Simonson )
)
)
* Director )
Gordon M. Sprenger )
)
)
* Director )
Richard A. Swalin, Ph.D. )
)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MEDTRONIC, INC.
EXHIBIT INDEX TO FORM S-3 REGISTRATION STATEMENT
Exhibit Description
4.1 Medtronic Restated Articles of Incorporation, as amended to date (a)
4.2 Medtronic Bylaws, as amended to date (b)
4.3 Form of Rights Agreement dated as of June 27, 1991 between Medtronic
and Norwest Bank Minnesota, National Association, including as
Exhibit A the form of Preferred Stock Purchase Right certificate (c)
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney of certain officers and directors
(a) 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.
(b) Incorporated herein by reference to Exhibit 3.2 in Medtronic's Annual
Report on Form 10-K for the year ended April 30, 1996, filed with the
Commission on July 24, 1996.
(c) Incorporated herein by reference to Exhibit 4 in Medtronic's Annual Report
on Form 10-K for the year ended April 30, 1997, filed with the Commission
on July 23, 1997.
Exhibit 5.1
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
July 22, 1998
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
Re: Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Medtronic, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act") of up to 12,500,000 shares of the
Company's Common Stock, $.10 par value, including the associated preferred share
purchase rights (the "Shares"), pursuant to an offering to be made on a delayed
or continuous basis pursuant to Rule 415 under the Act in amounts and at prices
and terms to be set forth in accompanying prospectus supplement.
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions of the Company's Board of
Directors pertaining to the issuance by the Company of the
Shares.
4. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. The Shares, when issued and paid for, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of Shares" included in the Registration Statement and the related
Prospectus.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Melodie R. Rose
Melodie R. Rose
Exhibit 23.2
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 26, 1998, which appears on page 5 of the 1998 Annual Report -- Financial
Review of Medtronic, Inc., which is incorporated by reference in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1998. We also consent to
the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 14 of such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
July 21, 1998
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
Physio-Control International Corporation, to enable Medtronic to comply 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-4, to any
amendment to such Registration Statement, and to any other registration
statement, prospectus, instrument or document filed with said Commission as a
part of or in connection with such Registration Statement 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 these presents
effective as of the 25th day of June, 1998.
/s/ William R. Brody /s/ Glen D. Nelson
William R. Brody, M.D., Ph.D. Glen D. Nelson, M.D.
/s/ Paul W. Chellgren /s/ Robert L. Ryan
Paul W. Chellgren Robert L. Ryan
/s/ Arthur D. Collins, Jr. /s/ Richard L. Schall
Arthur D. Collins, Jr. Richard L. Schall
/s/ William W. George /s/ Jack W. Schuler
William W. George Jack W. Schuler
/s/ Antonio M. Gotto, Jr. /s/ Gerald W. Simonson
Antonio M. Gotto, Jr., M.D. Gerald W. Simonson
/s/ Bernadine P. Healy /s/ Gordon M. Sprenger
Bernadine P. Healy, M.D. Gordon M. Sprenger
/s/ Thomas E. Holloran /s/ Richard A. Swalin
Thomas E. Holloran Richard A. Swalin, Ph.D.
