MEDTRONIC INC
8-K, 1999-03-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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) March 8, 1999


                                 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) 514-4000
              (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 March 8, 1999, Medtronic, Inc. (the "Registrant") acquired all of
the outstanding stock of AVECOR Cardiovascular, Inc. ("AVECOR") through a merger
of a newly-created subsidiary of the Registrant into AVECOR. Pursuant to the
merger the shareholders of AVECOR received 0.17005 shares of the Registrant's
Common Stock in exchange for each of the approximately 8.1 million shares of
AVECOR 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 730,000 shares of AVECOR Common Stock will receive, upon exercise
of such options, the same fraction of a share of the Registrant's Common Stock.
A copy of the press release announcing the closing of the merger transaction is
filed as Exhibit 99 to this Form 8-K.

         AVECOR develops, manufactures and markets specialty medical devices for
heart/lung bypass surgery and long-term respiratory support. 


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.




<PAGE>


                                   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:  March 11, 1999                      By /s/ Ronald E. Lund
                                              Ronald E. Lund
                                              Senior Vice President, General
                                              Counsel and Secretary




<PAGE>


                       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 July 12, 1998, by and among
                  Medtronic, Inc., AVECOR Cardiovascular, Inc. and AC Merger
                  Corp.--incorporated by reference to Exhibit 2 to the
                  Registrant's Registration Statement on Form S-4, Reg. No.
                  333-62305.

         99       Press release dated March 8, 1999.





                             Contacts:
                                          AVECOR          Medtronic
                                          Curt Swenson    Dale Beumer
                                          612/371-0000    Investor Relations
                                                          612/514-3038

                                          Greg Melsen     Jessica Stoltenberg
                                          612/391-0000    Public Relations
                                                          612/514-3333


F O R    I M M E D I A T E    R E L E A S E

                MEDTRONIC, AVECOR ANNOUNCE COMPLETION OF MERGER,
               LAUNCH NEW MEDTRONIC PERFUSION SYSTEMS ORGANIZATION

         MINNEAPOLIS, MN, March 8, 1999 -- Medtronic, Inc. (NYSE: MDT), and
AVECOR Cardiovascular Inc., (Nasdaq: AVEC), both headquartered in Minneapolis,
MN, announced today that the merger of the two companies was completed effective
March 8, 1999.

         The transaction was approved by AVECOR shareholders on October 28,
1998, and has received all necessary regulatory clearances. Under terms of the
agreement, shareholders of AVECOR will receive 0.17005 shares of Medtronic stock
for each outstanding share of AVECOR they now hold. The conversion ratio is
based on the average closing sale price of Medtronic common stock over the 18
consecutive trading day period that ended on March 4, 1999.

         The newly reorganized Medtronic Perfusion Systems organization will
combine AVECOR's business with Medtronic's former Blood Management and
Cardiopulmonary organization to create the market-leading cardiac surgery
perfusion product line, providing the most advanced technology at the lowest
possible cost.

         "The capabilities of AVECOR organization provide a clear opportunity to
leverage Medtronic's current strength and to enhance our leadership position in
supporting the more that 900,000 open heart procedures performed annually
worldwide," said Philip M. Laughlin, president of Medtronic's Cardiac Surgery
unit, which includes Medtronic's Heart Valve, Cardiac Surgical Products and
Perfusion Systems product lines. "We plan to grow our market share by providing
superior products at the best possible value to our customers."

         Perfusion Systems products will provide the systems that circulate the
blood, supply oxygen and regulate body temperature during cardiac surgery. Key
components of the product line include AVECOR's Affinity(TM) blood oxygenation
systems; Medtronic's line of Bio-Pump(R) centrifugal blood pumps; coatings, such
as the Carmeda(R) bioactive surface, a permanently-bonded heparin surface that
reduces blood clotting for increased patient safety; and custom tubing packs,
which consist of the components used in heart/lung bypass procedures that are
tailored to the precise requirements of an individual perfusionist or surgeon.

         The new organization will be headquartered in Brooklyn Park, MN, and
led by Skip McDaniel, vice president and general manager. Tony Badolato,
formerly AVECOR's chief executive officer, will lead all new product development
efforts as vice president of research and development for Perfusion Systems. As
a result of product synergies, certain manufacturing sites will be closed and
administrative and selling activities streamlined. This will result in the
displacement of approximately 700 positions in the worldwide Perfusion Systems
workforce through a combination of job attrition and layoffs.

         Medtronic will take one-time transaction-related and restructuring
charges related to the merger in the current quarter, which ends April 30, 1999.

         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.

- - 0 -

* Carmeda is a registered trademark of Carmeda AB, Sweden.

Any statements made about the company's anticipated financial results and
regulatory approvals are forward-looking statements 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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