As filed with the Securities and Exchange Commission on August 26, 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: [X] File No. 333-59625
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) 1,875,000 shares $ 57.15625 $ 107,167,969 $ 31,614.55
============================================== ===================== =================== ===================== ==================
</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 August 21, 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.
---------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Company's
Registration Statement on Form S-3, Securities and Exchange Commission (the
"Commission") File No. 333-59625, filed with the Commission on July 22, 1998, is
incorporated herein by reference.
<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 August 26, 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.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ William W. George Chairman, Chief Executive Officer August 26, 1998
William W. George and Director (principal executive officer)
Senior Vice President and
/s/ Robert L. Ryan Chief Financial Officer (principal August 26, 1998
Robert L. Ryan 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/ Ronald E. Lund
) Ronald E. Lund, Attorney-in-fact
)
* Director )
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. )
)
Jean-Pierre Rosso Director
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MEDTRONIC, INC.
EXHIBIT INDEX TO FORM S-3 REGISTRATION STATEMENT
Exhibit Description
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)
(a) Incorporated herein by reference to the Power of Attorney filed as Exhibit
24 to the Company's Registration Statement on Form S-3, Securities and
Exchange Commission File No. 333-59625, filed with the Commission on July
22, 1998.
Exhibit 5.1
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
August 26, 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 (the
"Registration Statement") pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Act"), relating to the registration under the Act of
1,875,000 shares of the Company's Common Stock, $.10 par value, including the
associated preferred share purchase rights (the "Shares"), in connection with 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 an 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 all references to our Firm included in or made a
part of the Registration Statement.
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 this Registration
Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of
1933 of our report dated May 26, 1998, which appears on page 5 of the 1998
Annual Report - Financial Review of Medtronic, Inc., which is incoporated 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 13 of such Annual Report on
Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
August 27, 1998
