MEDTRONIC INC
8-K, 1998-09-22
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 22, 1998


                                 Medtronic, Inc.
             (Exact name of Registrant as Specified in its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)



       1-7707                                                    41-0793183
(Commission File Number)                                       (IRS Employer
                                                            Identification No.)


                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of Principal Executive Offices and Zip Code)


                                 (612) 574-4000
              (Registrant's telephone number, including area code)



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.           Other Events

         On September 22, 1998, the Registrant issued a press release announcing
the signing of an agreement to acquire all of the assets and certain liabilities
of Midas Rex of Fort  Worth,  Texas.  The full text of the press  release is set
forth in Exhibit 99  attached  hereto and is  incorporated  in this Report as if
fully set forth herein.

Item 7.           Financial Statements and Exhibits

         Exhibit 99. Press release dated September 22, 1998.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          MEDTRONIC, INC.



                                          By /s/ Robert L. Ryan
Date  September 22, 1998                  Robert L. Ryan
                                          Senior Vice President and Chief
                                          Financial Officer





<PAGE>


                                  EXHIBIT INDEX

                                 Medtronic, Inc.
                             Form 8-K Current Report
                            Dated September 22, 1998




Exhibit Number             Description

    99                     Press release dated September 22, 1998










                                                                      Exhibit 99


                  Midas Rex                          Medtronic
                  Stephen A. Koffler                 Chris O'Connell
                  President, Koffler & Company       Investors Relations
                  310/312-0877                       612/514-3038

                                                     Jessica Stoltenberg
                                                     Public Relations
                                                     612/514-3333

                MEDTRONIC ACQUIRES MIDAS REX, A TECHNOLOGY LEADER
                     IN HIGH SPEED SURGICAL INSTRUMENTATION


         MINNEAPOLIS,   MN,  September  22,  1998  --  In  a  move  designed  to
significantly  expand  its  neurosurgical  product  offerings,  Medtronic,  Inc.
(NYSE:MDT), today announced that it had signed a definitive agreement to acquire
Midas Rex,  L.P., of Fort Worth,  Texas.  Medtronic  will acquire all assets and
certain liabilities of Midas Rex, a privately held company with anticipated 1998
revenues of approximately  $55 million.  Medtronic expects the transaction to be
neutral to earnings in fiscal 1999 and accretive  thereafter.  Further financial
details were not disclosed.

         Midas  Rex,  which  will  become  a  part  of  Medtronic's  PS  Medical
neurosurgery  business, is the market leader in high-speed  neurological powered
instruments,  including  pneumatic  instrumentation  for surgical  dissection of
bones, biometals, bioceramics and bioplastics. Other instruments manufactured by
Midas  Rex   assist  in   orthopedic,   otolaryngological,   maxillofacial   and
craniofacial procedures, as well as plastic surgery.

         "We are  delighted  to be  joined  by this  successful  company,  whose
neurosurgical powered instruments set the `gold standard' in the industry," said
John  Meslow,  senior  vice  president  and  president,  Medtronic  Neurological
Business. "Their number one market position in neurological  instrumentation and
their  outstanding  training  institute  will  significantly  add to Medtronic's
capabilities in these areas."

         Since its founding in 1962, Midas Rex has trained  approximately  5,000
neurosurgeons in the United States to use the latest  technological  advances in
this  field.  In 1978,  the  Midas  Rex  Institute  was  formed  as a source  of
educational programs and training  opportunities for surgeons and operating room
personnel.  Led by 16 Ph.D. employees who specialize in educational training and
product development, the Midas Rex Institute offers more than 100 workshops each
year, worldwide.

         Midas Rex, a privately held company with more than 180  employees,  now
markets its products through independent distributors in 48 countries.
<PAGE>

         Midas  Rex  will  be a part  of  Medtronic's  PS  Medical  neurosurgery
business based in Goleta,  California.  PS Medical is the world market leader in
cerebrospinal  fluid  (CSF)  shunts,  devices  implanted  to prevent a dangerous
accumulation of fluids in the brain's  ventricles in cases of  hydrocephalus  or
brain  injury.   In  addition,   the  company   manufactures   and   distributes
neurosurgical implants such as catheters,  reservoirs and fluid drainage systems
for access throughout the central nervous system.

         Medtronic,  Inc., is the world's  leading  medical  technology  company
specializing in implantable and interventional  therapies.  Its Internet address
is www.medtronic.com.

                                      * * *

         Any  statements  made  regarding   anticipated  financial  results  are
forward-looking statements which are subject to risks and uncertainties, such as
those  described in the  company's  Annual Report on Form 10K for the year ended
April 30, 1998. Actual results may differ materially from anticipated results.




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