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): June 29, 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 June 29, 1998, the Registrant issued a press release announcing the
signing of an agreement to acquire Physio-Control International Corporation. 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 June 29, 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/ Ronald E. Lund
Date July 7, 1998 Its Senior Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Medtronic, Inc.
Form 8-K Current Report
Dated June 29, 1998
Exhibit Number Description
99 Press release dated June 29, 1998
EXHIBIT 99
Physio-Control Medtronic
Marc Droppert Chris O'Connell
Executive V.P. Investor Relations
425/867-4204 612/514-4971
Shelly Cohen Dick Reid
Hawkins & Company Public Relations
206/217-9700 612/514-3052
ext. 223
F O R I M M E D I A T E R E L E A S E
MEDTRONIC TO MERGE WITH PHYSIO-CONTROL, WORLD LEADER
IN EXTERNAL DEFIBRILLATORS FOR SUDDEN CARDIAC ARREST
MINNEAPOLIS, MN, and REDMOND, WA, June 29, 1998 -- Medtronic, Inc.
(NYSE: MDT) , and Physio-Control International, Inc. (NASDAQ: PHYS), today
announced that they have signed a merger agreement under which Medtronic will
acquire all shares of Physio-Control. The merger will broaden Medtronic's
commitment to the survival of the one million people worldwide who suffer sudden
cardiac arrest each year.
The agreement calls for a pooling of interests transaction with
Physio-Control shareholders to receive $27.50 in the form of Medtronic stock for
each share of Physio-Control they now hold.
Physio-Control is the world's largest provider of external
defibrillators for the initial treatment of sudden cardiac arrest. Medtronic is
a leader in the development and manufacturing of implantable defibrillators for
the ongoing treatment of the 5 percent of patients who now survive initial
attacks that occur outside a hospital setting. The two companies will unite with
the objective of increasing the survival of patients who experience
life-threatening cardiac events.
Sudden cardiac arrest is usually caused by ventricular fibrillation
(VF), an ineffective quivering of the heart muscle that makes it unable to pump
blood through the body. Once the blood stops circulating, a person quickly loses
consciousness and the ability to breathe, and will die without effective
treatment. External defibrillation provides a brief, but powerful, shock to the
person's chest, interrupting the VF and allowing the heart's natural rhythm to
regain control. Chances of survival drop about ten percent with each passing
minute prior to defibrillation.
Physio-Control has an installed base of more than 230,000 manual
external defibrillators that are used by rescue squads, emergency crews and
hospitals worldwide. In addition, last year Physio-Control introduced the
LIFEPAK(R) 500 automated external defibrillator (AED), designed for use by first
responders. More than 10,000 AEDs have been deployed in police cars, commercial
airplanes, hotels and casinos, sports arenas, high schools, manufacturing plants
and other places where people gather.
Under the ongoing leadership of its current chairman and chief
executive officer, Richard O. Martin, Physio-Control will continue to be based
in Redmond, Wash. Founded in 1955, Physio-Control has about 950 employees.
Approximately 25 percent of sales are to customers outside the United States.
William W. George, chairman and chief executive officer of Medtronic,
noted that since the company entered the implantable defibrillator industry in
1991, "Physicians worldwide have used Medtronic devices to restore tens of
thousands of sudden death survivors to active lives and save many more who are
susceptible to life-threatening arrhythmias. We look forward to working with the
medical community to encourage broad use of both external and implantable
defibrillators that will mean restored life to many more people."
Medtronic's implantable products include the Medtronic Micro Jewel(R)
II device and the Medtronic Gem(TM) DR defibrillator, which was recently
launched commercially in Europe and other countries outside the United States.
Martin cited his company's mission: "We believe in a world where no one
will die from a sudden cardiorespiratory event," and added that, "The
combination announced today will add the global technological and marketing
prowess of Medtronic to that of Physio-Control in delivering lifesaving
technologies. We are excited and pleased by the bright prospects of future
cooperation."
Martin noted that in King County, Washington, extensive lifesaving
techniques and broad use of external defibrillators has raised the survival rate
of sudden cardiac death victims to more than 30 percent.
The combined organizations will address a worldwide external manual and
automated defibrillator market estimated at about $425 million a year and a
worldwide market for implantable defibrillators of more than $1 billion.
The transaction is subject to customary conditions, including approval
by shareholders of Physio-Control and Hart-Scott-Rodino clearance. The companies
expect completion of the transaction in the fall of this year.
Medtronic expects the transaction to be immediately accretive.
In a separate transaction before the closing of the merger, Medtronic
will issue and sell approximately 12 million shares of its stock in an equity
offering. The offering is necessary to permit Medtronic to effect a pooling
transaction under generally accepted accounting principles, and will be modestly
accretive. The offering will be made only by means of a prospectus. Cash
resulting from sale of the offering will be used by Medtronic for general
corporate purposes, including future acquisitions.
Medtronic, Inc., headquartered in Minneapolis, is the world's leading
medical technology company specializing in implantable and interventional
therapies. Its Internet address is www.medtronic.com.
