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) January 27, 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)
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Item 2. Acquisition or Disposition of Assets
On January 27, 1999, Medtronic, Inc. (the "Registrant") acquired all of
the outstanding stock of Sofamor Danek Group, Inc. ("Sofamor Danek") through a
merger of a newly-created subsidiary of the Registrant into Sofamor Danek.
Pursuant to the merger (which is being accounted for as a pooling of interests),
the shareholders of Sofamor Danek receive 1.65159 shares of the Registrant's
Common Stock in exchange for each of the approximately 27.2 million shares of
Sofamor Danek Common Stock outstanding at the time of the merger. In addition,
holders of options and convertibles outstanding at the time of the merger to
purchase an aggregate of approximately 5.4 million shares of Sofamor Danek
Common Stock will receive, upon exercise of such options and convertibles, 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.
Sofamor Danek, headquartered in Memphis, Tennessee is the leader in the
worldwide market for technologies used by spine surgeons, producing a number of
products that treat a variety of disorders of the cranium and spine, including
traumatically induced conditions, degenerative conditions, deformities and
tumors.
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: January 27, 1999 By /s/ Robert L. Ryan
Robert L. Ryan
Senior Vice President and Chief
Financial Officer
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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 November 1, 1998, by and among
Medtronic, Inc., Sofamor Danek Group, Inc. and MSD Merger
Corp.--incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form S-4, Reg. No. 333-68677.
99 Press release dated January 27, 1999.
Contacts:
Medtronic:
Dale Beumer
Investor Relations
612/514-3038
Jessica Stoltenberg
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, SOFAMOR DANEK ANNOUNCE MERGER COMPLETION
MINNEAPOLIS, MN, and MEMPHIS, TN, January 27, 1999 -- Medtronic, Inc.
(NYSE: MDT), and Sofamor Danek Group, Inc. (NYSE: SDG), today announced that
shareholders of Sofamor Danek have approved the merger of the two companies and
that the transaction closed today. Under terms of the agreement, shareholders of
Sofamor Danek receive 1.65159 shares of Medtronic stock for each outstanding
share of Sofamor Danek common stock in a pooling of interests transaction.
"The merger with Sofamor Danek establishes Medtronic's neurological and
spinal business as the global market leader with more than $1 billion in
revenues during the next fiscal year," said William W. George, Medtronic
chairman and chief executive officer. "It considerably broadens and strengthens
Medtronic's market position and innovative technology portfolio in the spinal
and neurosurgery fields."
"We now are positioned to develop and market a full array of
neurological and spinal surgery products and to leverage our respective
distribution channels," said John Meslow, president of the Medtronic
neurological and spinal surgery organization. Sofamor Danek is the leader in the
$850 million worldwide market for technologies used by spine surgeons.
Headquartered in Memphis, the company produces a number of products that treat a
variety of disorders of the cranium and spine, including traumatically induced
conditions, degenerative conditions, deformities and tumors. Adding to its full
line of advanced medical technologies for the treatment of spinal disorders,
Sofamor Danek is planning the 1999 market introduction of its new Interfix(TM)
threaded fusion device, a titanium alloy cage for use in spinal fixation.
Ron Pickard, former chief executive officer of Sofamor Danek, will
become president of Medtronic's Spinal and Neurosurgery business. In this role,
he will also assume responsibility for Medtronic's neurosurgery businesses
including Medtronic PS Medical, the world's leading developer and manufacturer
of hydrocephalic shunts, and Medtronic Midas Rex, a developer and manufacturer
of high-speed, pneumatic-powered neurological instruments. Pickard will report
to Meslow.
In related news, company officials announced the construction of a new
plant in Haltom City, TX. The new plant, with 96,000 square feet of space, will
house the manufacturing operations of Medtronic Midas Rex.
As previously noted, Medtronic will take one-time transaction related
charges in its current quarter, which ends January 29, 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.
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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
10-K for the year ended April 30, 1998. Actual results may differ materially
from anticipated results.
