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.
Stock Options under 1996 Equity Incentive Plan
and 1996 Non-Employee Directors' Stock Option 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
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
value (3) 3,719,444 shares $68.3125 $254,084,518 $70,635
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers any additional securities which
may become issuable pursuant to anti-dilution provisions of the plans.
(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 January 22, 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 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.
<PAGE>
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.
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.
333-69271.
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;
<PAGE>
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.
(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.
<PAGE>
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 28th
day of January, 1999.
MEDTRONIC, INC.
By /s/ William W. George
William W. George
Chairman and Chief Executive Officer
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.
Signature Title
<TABLE>
<S> <C>
/s/ William W. George Chairman, Chief Executive Officer and January 28, 1999
William W. George Director (principal executive officer)
/s/ Robert L. Ryan Senior Vice President and Chief January 28, 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/ William W. George
Paul W. Chellgren ) William W. George
) Attorney-in-Fact
* Director )
Arthur D. Collins, Jr. ) Date: January 28, 1999
)
* Director )
Antonio M. Gotto, Jr., M.D. )
)
* Director )
Bernadine P. Healy, M.D. )
)
* Director )
Thomas E. Holloran )
)
* Director )
Jean-Pierre Rosso )
)
* Director )
Richard L. Schall )
)
* Director )
Jack W. Schuler )
)
* Director )
Gerald W. Simonson )
)
* Director )
Gordon M. Sprenger )
)
* Director )
Richard A. Swalin, Ph.D. )
Director
Michael R. Bonsignore
</TABLE>
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. 333-69271.
EXHIBIT 5
January 28, 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 3,719,444 shares of Common Stock, $.10 par value (the "Shares"), of
Medtronic, Inc., a Minnesota corporation (the "Company"), pursuant to
outstanding stock options assumed by the Company in connection with its
acquisition of Arterial Vascular Engineering, 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
Supplemental Financial Statement Schedule, which appears in Exhibit 23.1 of such
Current Report on Form 8-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
January 27, 1999
