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 26, 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 January 26, 1999, Medtronic, Inc. issued a press release announcing
calculation of the conversion ratio for its proposed merger with Arterial
Vascular Engineering, 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: January 26, 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 January 26, 1999.
Contacts:
AVE: Medtronic:
Diane LeFebvre Dale Beumer
Investor Relations Investor Relations
707/541-3135 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 AND ARTERIAL VASCULAR ENGINEERING ANNOUNCE
CONVERSION RATIO FOR PROPOSED MERGER
MINNEAPOLIS, MN, January 26, 1999 -- Medtronic, Inc. (NYSE: MDT -
news), and Arterial Vascular Engineering, Inc. (AVE) (Nasdaq National Market:
AVEI - 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 AVE common stock in the previously announced proposed combination of
Medtronic and AVE is 0.76726. The conversion ratio is based on the average
closing sale price of Medtronic stock over a 15-trading-day period that ended on
January 26, 1999 of $70.38.
The proposed merger is subject to the approval of AVE's shareholders,
who will vote on the merger at AVE's special meeting of shareholders to be held
on January 28, 1999. If AVE's shareholders approve the proposed merger at the
special meeting, Medtronic and AVE currently anticipate that the merger will be
completed shortly after the special meeting. AVE shares will cease trading on
the Nasdaq National Market upon completion of the merger.
AVE designs and manufactures minimally invasive solutions for the
treatment of coronary artery and peripheral vascular disease and is the global
technology leader in coronary stents. Its product offering includes coronary
stents, balloon catheters, guidewires and guiding catheters. Founded in 1991,
AVE has approximately 4,000 employees.
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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