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) November 3, 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 November 3, 1999, Medtronic, Inc. issued a press release announcing
calculation of the conversion ratio for its proposed merger with Xomed Surgical
Products, Inc. A copy of the press release is filed as Exhibit 99 to this Form
8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired:
Not Applicable.
(b) Pro Forma Financial Information:
Not Applicable.
(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: November 3, 1999 By /s/ Robert L. Ryan
Robert L. Ryan,
Senior Vice President and Chief
Financial Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
MEDTRONIC, INC.
Exhibit Number Exhibit Description
99 Press release dated November 3, 1999.
Contacts:
Xomed: Medtronic:
Thomas E. Timbie Rachael Scherer
Chief Financial Officer Investor Relations
904/332-2452 612/514-4971
Jessica Stoltenberg
Public Relations
612/514-3333
Pager: 888/731-6434
F O R I M M E D I A T E R E L E A S E
MEDTRONIC AND XOMED SURGICAL PRODUCTS ANNOUNCE CONVERSION RATIO
FOR PROPOSED MERGER
MINNEAPOLIS, MN and JACKSONVILLE, FL, November 3, 1999 -- Medtronic,
Inc. (NYSE: MDT - news) and Xomed Surgical Products, Inc. (Nasdaq National
Market: XOMD - news) today announced that the conversion ratio to be used to
determine the number of shares of Medtronic common stock to be issued for each
outstanding share of Xomed common stock in the previously announced proposed
combination of Medtronic and Xomed is 1.74723. The conversion ratio is based on
the average closing sale price per share of Medtronic stock over a
10-trading-day period that ended on November 2, 1999 of $34.34.
The proposed merger is subject to the approval of Xomed's shareholders,
who will vote on the merger at Xomed's special meeting of shareholders to be
held on November 5, 1999. If Xomed's shareholders approve the proposed merger at
the special meeting, Medtronic and Xomed currently anticipate that the merger
will be completed shortly after the special meeting. Xomed shares will cease
trading on the Nasdaq National Market upon completion of the merger.
Xomed Surgical Products, Inc. is a leading developer, manufacturer and
marketer of surgical products for use by ear, nose and throat, and ophthalmic
physicians.
Medtronic, Inc., headquartered in Minneapolis, is the world's leading
medical technology company, specializing in implantable and interventional
therapies that restore health, extend life and alleviate pain.
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