SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 1998
Medtronic, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State of Other Jurisdiction of Incorporation)
1-7707 41-0793183
(Commission File Number) (I.R.S. Employer Identification No.)
7000 Central Avenue Northeast
Minneapolis, Minnesota 55432
(Address of Principal Executive Offices) (Zip Code)
(612) 347-7000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On September 30, 1998, Medtronic, Inc. (the "Registrant") acquired all
of the outstanding stock of Physio-Control International Corporation.
("Physio-Control") through a merger of a newly-created subsidiary of the
Registrant into Physio-Control. Pursuant to the merger (which is being accounted
for as a pooling of interests), the shareholders of Physio-Control receive
0.48043 of a share of the Registrant's Common Stock in exchange for each of the
approximately 17.8 million shares of Physio-Control Common Stock outstanding at
the time of the merger. In addition, holders of options outstanding at the time
of the merger to purchase an aggregate of approximately 3 million shares of
Physio-Control Common Stock will receive, upon exercise of such options, the
same fraction of a share of the Registrant's Common Stock.
Physio-Control, headquartered in Redmond, Washington, is the world's
largest provider of external defibrillators for the initial treatment of sudden
cardiac arrest.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
See Exhibit Index on page following Signatures.
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.
Date: October 1, 1998 By /s/ Ronald E. Lund
Ronald E. Lund
Senior Vice President, General Counsel
and Secretary
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
MEDTRONIC, INC.
Exhibit Number Exhibit Description
2 Agreement and Plan of Merger dated June 27, 1998, by and among
Medtronic, Inc., Physio-Control International Corporation, and
PC Merger Corp.--incorporated by reference to Exhibit 2 to the
Registrant's Registration Statement on Form S-4, Reg. No.
333-59725. Schedules to the Agreement and Plan of
Reorganization have not been included, but the Registrant
agrees to furnish a copy of them supplementally to the
Commission upon request.
