SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
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 Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(Address of Principal Executive Office and Zip Code)
MEDTRONIC, INC.
Shares to be Issued Pursuant to Advisory Contracts,
Stock Options under 1991 Stock Incentive Plan and
Stock Options under 1995 Non-Employee Director Plan of Acquired Company
(Full Title of the Plan)
Carol E. Malkinson
Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(612) 514-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Common Stock, $.10 par 124,180 Shares $70.875 $8,801,258 $2,447
value (3)
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on March 4, 1999.
(3) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the Registrant's Shareholder Rights Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, or either (I) the latest prospectus
filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form
10 or 10-SB filed under the Securities Exchange Act
of 1934 containing audited financial statements for
the Registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant
document referred to in (a) above;
(c) If the class of securities to be offered is
registered under Section 12 of the Securities
Exchange Act of 1934, the description of such class
of securities contained in a registration statement
filed under such Act, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless
prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its
directors, officers, employees and agents against judgments, penalties, fines,
settlements, expenses and disbursements incurred by such person who was, or is
<PAGE>
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation if
generally, with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted in good faith, (iii)
received no improper personal benefit; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain circumstances, reasonably believed that the conduct was not opposed
to the best interests of the corporation. Minnesota corporate law also provides
that a corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person, whether or
not the corporation would have been required to indemnify the person against
liability under the provisions of Minnesota corporate law. The Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
The Registrant's Articles of Incorporation limit the liability
of its directors to the full extent permitted by the Minnesota Business
Corporation Act. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of fiduciary duty as directors
except liability for (i) any breach of the duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain statutory
or contractual restrictions, (iv) violations of certain Minnesota securities
laws or (v) any transaction from which the director derives an improper personal
benefit.
Subject to exclusions and limitations, the Company maintains
certain insurance coverage against liability which a director or officer may
incur in his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Medtronic Restated Articles of Incorporation, as
amended to date - incorporated herein by reference to
Exhibit 3.1 in Medtronic's Quarterly Report on Form
10-Q for the quarter ended July 28, 1995, filed with
the Commission on September 8, 1995.
4.2 Medtronic Bylaws, as amended to date - incorporated
herein by reference to Exhibit 3.2 in Medtronic's
Annual Report on Form 10-K for the year ended April
30, 1996, filed with the Commission on July 24, 1996.
4.3 Form of Rights Agreement dated as of June 27, 1991
between Medtronic and Norwest Bank Minnesota,
National Association, including as Exhibit A thereto
the form of Preferred Stock Purchase Right
Certificate incorporated herein by reference to
Exhibit 4 in Medtronic's Annual Report on Form 10-K
for the year ended April 30, 1997, filed with the
Commission on July 23, 1997.
<PAGE>
5 Opinion and Consent of Carol E. Malkinson, Senior
Legal Counsel of the Company.
23.1 Consent of Carol E. Malkinson -- included in her
opinion filed as Exhibit 5.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney from certain directors --
incorporated herein by reference to Exhibit 24 to
Registration Statement on S-4, Reg. No. 333-62305.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs
is contained in periodic reports filed by
the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by final adjudication of such issue.
SIGNATURES
The Registrant. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and State of Minnesota, on the 8th
day of March, 1999.
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <C> <C> <C>
/s/ William W. George Chairman, Chief Executive Officer and March 8, 1999
William W. George Director (principal executive officer)
/s/ Robert L. Ryan Senior Vice President and Chief March 8, 1999
Robert L. Ryan Financial Officer (principal
financial and accounting officer)
* Vice Chairman and Director )
- --------------------------------- )
Glen D. Nelson, M.D. )
)
* Director )
- --------------------------------- )
William R. Brody, M.D., Ph.D. )
)
* Director ) * By /s/ Ronald E. Lund
- --------------------------------- ) ----------------------------
Paul W. Chellgren ) Ronald E. Lund
) Attorney-in-Fact
* Director )
- --------------------------------- ) Date: March 8, 1999
Arthur D. Collins, Jr. )
)
* Director )
- --------------------------------- )
Antonio M. Gotto, Jr., M.D. )
)
* Director )
- --------------------------------- )
Bernadine P. Healy, M.D. )
)
* 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. )
- --------------------------------- Director
Jean-Pierre Rosso
- --------------------------------- Director
Michael R. Bonsignore
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDTRONIC, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Medtronic Restated Articles of Incorporation, as amended to date -
incorporated herein by reference to Exhibit 3.1 in Medtronic's
Quarterly Report on Form 10-Q for the quarter ended July 28, 1995,
filed with the Commission on September 8, 1995.
4.2 Medtronic Bylaws, as amended to date - incorporated herein by
reference to Exhibit 3.2 in Medtronic's Annual Report on Form
10-K for the year ended April 30, 1996, filed with the Commission on
July 24, 1996.
4.3 Form of Rights Agreement dated as of June 27, 1991 between Medtronic
and Norwest Bank Minnesota, National Association, including as Exhibit
A thereto the form of Preferred Stock Purchase Right Certificate -
incorporated herein by reference to Exhibit 4 in Medtronic's Annual
Report on Form 10-K for the year ended April 30, 1997, filed with the
Commission on July 23, 1997.
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney -- incorporated by reference to Exhibit 24 to
Registration Statement on S-4, Reg. No. 333-62305.
EXHIBIT 5
March 8, 1999
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
Ladies/Gentlemen:
In connection with the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the offering
of up to 124,180 shares of Common Stock, $.10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant to
outstanding stock options and contracts assumed by the Company in connection
with its acquisition of AVECOR Cardiovascular Inc., I have examined such
corporate records and other documents, including the Registration Statement, and
have reviewed such matters of law as I have deemed relevant hereto and, based
upon such examination and review, it is my opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable under the current laws of the State of Minnesota.
I am admitted to the practice of law in the State of Minnesota and the foregoing
opinions are limited to the laws of that state and the federal laws of the
United States of America.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Carol E. Malkinson
Senior Legal Counsel
and Assistant Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 26, 1998, except as to Note 16
which is as of November 2, 1998, and Note 2 which is as of September 30, 1998,
appearing in the Current Report on Form 8-K of Medtronic, Inc. filed November
30, 1998. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears as Exhibit 23.1 of such Current
Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 8, 1999
