<PAGE>
Information contained in this Prospectus Supplement is subject to completion
or amendment.
<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-59625
and Registration Statement No. 333-62347
SUBJECT TO COMPLETION, DATED AUGUST 27, 1998
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 17, 1998
12,500,000 SHARES
[LOGO]
COMMON STOCK
(PAR VALUE $0.10 PER SHARE)
--------------
Of the 12,500,000 shares of Common Stock offered by Medtronic, Inc.,
10,000,000 shares are being offered hereby in the U.S. and 2,500,000 shares are
being offered in a concurrent international offering outside the U.S. The
initial public offering price and the aggregate underwriting discount per share
will be identical for each offering. See "Underwriting." The outstanding shares
of Common Stock are, and the shares of Common Stock offered hereby, subject to
official notice of issuance, will be, listed on the New York Stock Exchange
under the symbol "MDT." On August 26, 1998, the last reported sale price of the
Common Stock as reported on the New York Stock Exchange composite tape was
$60.00 per share. See "Market Price and Dividend Information."
--------------
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 SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Per Share.......................................... $ $ $
Total (3).......................................... $ $ $
</TABLE>
- ------------------------
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(2) Before deducting offering expenses payable by the Company estimated at
$700,000.
(3) The Company has granted the U.S. Underwriters a 30-day option to purchase up
to 1,500,000 additional shares at the initial public offering price per
share, less the underwriting discount, solely to cover over-allotments, if
any. Additionally, the Company has granted the International Underwriters a
similar option with respect to an additional 375,000 shares as part of the
concurrent international offering. If such options are exercised in full,
the total initial public offering price, underwriting discount and proceeds
to Company will be $ , $ and $ , respectively. See
"Underwriting."
--------------
The shares offered hereby are offered severally by the U.S. Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the shares
will be ready for delivery in New York, New York on or about ,
1998, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. MORGAN STANLEY DEAN WITTER
BT ALEX. BROWN J.P. MORGAN & CO. PAINEWEBBER INCORPORATED
DAIN RAUSCHER WESSELS PIPER JAFFRAY INC.
A DIVISION OF DAIN RAUSCHER INCORPORATED
--------------------
The date of this Prospectus Supplement is , 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THIS
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
S-2
<PAGE>
THE COMPANY
Medtronic, Inc. (together with its subsidiaries, "Medtronic" or the
"Company") 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 in the accompanying Prospectus, Medtronic has recently entered
into agreements to acquire Physio-Control International Corporation
("Physio-Control") and AVECOR Cardiovascular Inc. ("AVECOR"). Medtronic has
historically been, and continues to be, actively engaged in exploring business
opportunities through investments and acquisitions. As such, at any particular
time, in addition to investments and acquisitions for which definitive
agreements have been executed and publicly announced, Medtronic is routinely
reviewing several other investment or acquisition opportunities of varying
magnitude and significance or negotiating the terms of such potential
investments or acquisitions prior to the execution of definitive agreements and
public announcements thereof.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 12,500,000 shares of
common stock, par value $0.10 per share ("Common Stock"), offered by the Company
in the U.S. and international offerings hereby are estimated to be $731.5
million, after deducting estimated underwriting discount and offering expenses
payable by the Company and assuming an initial public offering price of $60.00
per share, the last reported sale price of the Common Stock as reported on the
New York Stock Exchange ("NYSE") composite tape on August 26, 1998. 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 Supplement. Pending use of the net proceeds, Medtronic anticipates
investing such proceeds in short-term, interest-bearing, investment-grade
marketable securities.
S-3
<PAGE>
MARKET PRICE AND DIVIDEND INFORMATION
The Company's Common Stock trades on the NYSE under the symbol "MDT." The
following table sets forth the high and low sale prices per share for the
periods indicated.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 30, 1997: HIGH LOW
- -------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
First Quarter............................................................. $29 1/8 $23 1/2
Second Quarter............................................................ 33 3/4 23 9/16
Third Quarter............................................................. 35 3/8 30 1/4
Fourth Quarter............................................................ 35 7/8 28 13/16
FISCAL YEAR ENDED APRIL 30, 1998:
- --------------------------------------------------------------------------
First Quarter............................................................. $46 1/4 $32 9/16
Second Quarter............................................................ 50 15/16 40 9/16
Third Quarter............................................................. 53 41
Fourth Quarter............................................................ 58 1/4 48 15/16
FISCAL YEAR ENDING APRIL 30, 1999:
- --------------------------------------------------------------------------
First Quarter............................................................. $72 3/4 $47 15/16
Second Quarter (through August 26, 1998).................................. 63 11/16 51 3/16
</TABLE>
The last sale price of the Common Stock as reported on the NYSE composite
tape on August 26, 1998 was $60.00 per share. As of August 26, 1998, there were
approximately 32,850 record holders of the Company's Common Stock. The regular
quarterly cash dividend was 4.75 cents per share in fiscal 1997 and 5.50 cents
per share in fiscal 1998. The current quarterly dividend rate is 6.50 cents per
share.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement and
related U.S. Pricing Agreement (the "U.S. Underwriting Agreement"), the Company
has agreed to sell to each of the Underwriters named below (the "U.S.
Underwriters"), and each of the U.S. Underwriters, for whom Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, BT Alex. Brown Incorporated, J.P. Morgan
Securities Inc., PaineWebber Incorporated, Dain Rauscher Wessels, a division of
Dain Rauscher Incorporated, and Piper Jaffray Inc. are acting as
representatives, has severally agreed to purchase from the Company, the
respective number of shares of Common Stock set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
- ------------------------------------------------------------------------------- -------------
<S> <C>
Goldman, Sachs & Co............................................................
Morgan Stanley & Co. Incorporated..............................................
BT Alex. Brown Incorporated....................................................
J.P. Morgan Securities Inc.....................................................
PaineWebber Incorporated.......................................................
Dain Rauscher Wessels, a division of Dain Rauscher Incorporated................
Piper Jaffray Inc..............................................................
Bear Stearns & Co. Inc.........................................................
Cowen & Company................................................................
Credit Suisse First Boston Corporation.........................................
ING Baring Furman Selz LLC.....................................................
Lehman Brothers, Inc...........................................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated.............................
NationsBanc Montgomery Securities LLC..........................................
Prudential Securities Incorporated.............................................
Salomon Brothers Inc...........................................................
Sanford C. Bernstein & Co., Inc................................................
-------------
Total.......................................................................... 10,000,000
-------------
-------------
</TABLE>
Under the terms and conditions of the U.S. Underwriting Agreement, the U.S.
Underwriters are committed to take all of the shares of Common Stock, if any are
taken.
The U.S. Underwriters propose to offer the Common Stock in part directly to
the public at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of $ per share. The U.S. Underwriters may allow, and
such dealers may re-allow, a concession not in excess of $ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.
The Company has entered into an international Pricing Agreement in
connection with the Underwriting Agreement (the "International Underwriting
Agreement") with the underwriters of the international offering (the
"International Underwriters") providing for the concurrent offer and sale of
2,500,000 shares of Common Stock in an international offering outside the U.S.
The initial public offering price and aggregate underwriting discounts and
commissions per share for the two offerings are identical. The closing of the
U.S. offering made hereby is a condition to the closing of the international
offering and vice versa. The representatives of the International Underwriters
are Goldman Sachs International, Morgan Stanley & Co. International Limited, BT
Alex. Brown International, a division of Bankers Trust International PLC, J.P.
Morgan Securities Ltd., PaineWebber International (U.K.) Ltd., Dain Rauscher
Wessels, a division of Dain Rauscher Incorporated, and Piper Jaffray Inc.
S-5
<PAGE>
Pursuant to an agreement between the U.S. and International Underwriters
(the "Agreement Between") relating to the two offerings, each of the U.S.
Underwriters named herein has agreed that, as a part of the distribution of the
shares offered hereby and subject to certain exceptions, it will offer, sell or
deliver the shares of Common Stock, directly or indirectly, only in the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction (the
"United States") and to U.S. persons, which term shall mean, for purposes of
this paragraph: (a) any individual who is a resident of the United States or (b)
any corporation, partnership or other entity organized in or under the laws of
the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed pursuant to the Agreement Between that, as
a part of the distribution of the shares offered in the international offering,
and subject to certain exceptions, it will (i) not directly or indirectly,
offer, sell or deliver the shares of Common Stock (a) in the United States or to
any U.S. person or (b) to any person who it believes intends to reoffer, resell
or deliver the shares in the United States or to any U.S. persons, and (ii)
cause any dealer to whom it may sell such shares at any concession to agree to
observe a similar restriction.
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial offering price to the public, less an amount not greater than the
selling concession.
The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus Supplement to purchase up to an aggregate
of 1,500,000 additional shares of Common Stock solely to cover over-allotments,
if any. If the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof which the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
10,000,000 shares of Common Stock being offered in this U.S. offering. The
Company has granted the International Underwriters a similar option to purchase
up to an aggregate of 375,000 additional shares of Common Stock.
The Company has agreed that, during the period beginning from the date of
this Prospectus Supplement and continuing to and including the date 90 days
after the date of the Prospectus Supplement, they will not offer, sell, contract
to sell or otherwise dispose of any securities of the Company (subject to
certain exceptions) which are substantially similar to the shares of Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Common Stock without the prior written
consent of Goldman, Sachs & Co., except for the shares of Common Stock offered
in connection with the U.S. and international offerings.
Certain of the Underwriters have provided various investment banking
services to the Company and its affiliates from time to time, for which they
have received customary compensation.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In connection with the offering, the Underwriters may purchase and sell the
shares of 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 the offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the shares, and syndicate short
positions involve the sale by the Underwriters of a greater number of shares
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers in respect of the shares of Common
Stock sold in the offering for their account may be reclaimed by the syndicate
if such shares are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price
S-6
<PAGE>
of the shares, 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.
VALIDITY OF SHARES
The validity of the Common Stock offered hereby will be passed upon for the
Company by Fredrikson & Byron, P.A., Minneapolis, Minnesota. Members of such
firm own, in the aggregate, approximately 86,400 shares of Medtronic Common
Stock. The validity of the Common Stock offered hereby will be passed upon for
the U.S. Underwriters by Sullivan & Cromwell, New York, New York, which will be
relying upon the opinion of Fredrikson & Byron, P.A. as to matters of Minnesota
law.
S-7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER 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 HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
PROSPECTUS SUPPLEMENT
The Company................................... S-3
Recent Transactions........................... S-3
Use of Proceeds............................... S-3
Market Price and Dividend Information......... S-4
Underwriting.................................. S-5
Validity of Shares............................ S-7
PROSPECTUS
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Cautionary Statement Concerning
Forward-Looking Information.................. 3
The Company................................... 4
Recent Transactions........................... 4
Use of Proceeds............................... 5
Plan of Distribution.......................... 6
Validity of Shares............................ 6
Experts....................................... 7
</TABLE>
12,500,000 SHARES
MEDTRONIC, INC.
COMMON STOCK
(PAR VALUE $0.10 PER SHARE)
-----------
[LOGO]
-----------
GOLDMAN, SACHS & CO.
MORGAN STANLEY DEAN WITTER
BT ALEX. BROWN
J.P. MORGAN & CO.
PAINEWEBBER INCORPORATED
DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER INCORPORATED
PIPER JAFFRAY INC.
REPRESENTATIVES OF THE UNDERWRITERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
