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 5, 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 November 5, 1999, Medtronic, Inc. (the "Registrant") acquired all of
the outstanding stock of Xomed Surgical Products, Inc. ("Xomed") through a
merger of a newly-created subsidiary of the Registrant into Xomed. Pursuant to
the merger (which is being accounted for as a pooling of interests), the
shareholders of Xomed receive 1.74723 shares of the Registrant's Common Stock in
exchange for each of the approximately 12.3 million shares of Xomed 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
1.7 million shares of Xomed 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.
Xomed, headquartered in Jacksonville, Florida, is the world's leading
provider of surgical products used by ear, nose and throat surgeons, producing a
number of products that treat sinus and rhinology conditions such as diseases,
infections, malformations and inflammations of the sinuses, otological
conditions such as infections, diseases or malformations of the middle ear, and
other head and neck conditions.
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: November 5, 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 August 26, 1999, by and
among Medtronic, Inc., Xomed Surgical Products, Inc. and MXS
Merger Corp.--incorporated by reference to Exhibit 2 to the
Registrant's Registration Statement on Form S-4, Reg. No.
333-87439.
99 Press release dated November 5, 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, XOMED ANNOUNCE COMPLETION OF MERGER
Transaction Brings World Leadership in Ear, Nose and Throat Technologies to
Medtronic
MINNEAPOLIS, MN, and JACKSONVILLE, FL, Nov. 5, 1999 - Medtronic, Inc.
(NYSE: MDT), and Xomed Surgical Products, Inc. (Nasdaq: XOMD), announced today
that shareholders of Xomed have approved the merger of the two companies and
that the transaction closed today. Under terms of the agreement announced August
27, 1999, shareholders of Xomed will receive 1.74723 shares of Medtronic common
stock for each share of Xomed they now hold.
The merger with Xomed, the world's leading provider of surgical
products used by ear, nose and throat surgeons, will affirm Medtronic Xomed as
the global leader in the ENT market and serve as a growth platform for
application of Medtronic device technologies in future development.
"Medtronic now joins with Xomed to add another market-leadership
franchise that keeps us solidly on track as a growing medical company supplying
the world's broadest lines of state-of-the-art products and services while
pioneering those of tomorrow," said William W. George, Medtronic's chairman and
chief executive officer.
James T. Treace, Xomed chairman and chief executive officer, will lead
Medtronic Xomed, reporting to Art Collins, Medtronic president and chief
operating officer. Based in Jacksonville, Xomed has 700 employees worldwide,
with manufacturing locations in Jacksonville; Mystic, CT; and St. Aubin le
Monial, France.
Xomed products are designed to treat:
o Sinus and rhinology conditions such as diseases, infections,
malformations and inflammations of the sinuses. Chronic
sinusitis affects more than 35 million people or about 15
percent of Americans each year and results in 15 million
physician office visits. Xomed products include the XPS(R)
shaver systems for removing hard and soft tissue; sinus stents
and catheters; disposable sinus packing materials; endoscopes;
LandmarXTM image guidance systems and other specialized
instruments.
o Otological conditions such as infections, diseases or
malformations of the middle ear. Middle-ear infections are the
leading cause of physician visits in children. Xomed products
include the ActiventTM anti-microbial and other myringotomy
tubes for ventilation of ear infections, middle ear prostheses
and powered and manual instruments.
o Other head and neck conditions such as infections of tonsils
and adenoids, laryngeal and facial lesions, facial and
skull-based tumors and obstructions of the throat and airway
that cause such problems as sleep apnea. Products include
Powerforma(TM) and XPS 2000 surgical drills, the NIM(R) nerve
integrity monitoring system and plastic surgery instruments.
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. Its Internet
address is www.medtronic.com. Medtronic Xomed's Internet address is
www.xomed.com.
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Any statements made about the company's anticipated financial results and
regulatory approvals are forward-looking statement subject to risks and
uncertainties such as those described in the company's Annual Report on Form 10K
for the year ended April 30, 1999. Actual results may differ materially from
anticipated results.
