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 25, 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 25, 1999, Medtronic, Inc. issued a press release announcing
calculation of the conversion ratio for its proposed merger with Sofamor Danek
Group, 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 25, 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 25, 1999.
1/25/99 5:36 PM
Contacts:
Sofamor Danek: Medtronic:
George G. Griffin III or Dale Beumer
J. Mark Merrill Investor Relations
901/396-2695 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 SOFAMOR DANEK ANNOUNCE CONVERSION RATIO
FOR PROPOSED MERGER
MINNEAPOLIS, MN, January 25, 1999 -- Medtronic, Inc. (NYSE: MDT - news),
and Sofamor Danek Group, Inc. (NYSE: SDG - 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 Sofamor Danek common
stock in the previously announced proposed combination of Medtronic and Sofamor
Danek is 1.65159. The conversion ratio is based on the average closing price of
Medtronic stock over a 15-trading-day period that ended on January 25, 1999 of
$70.53. The proposed merger is subject to the approval of Sofamor Danek's
shareholders, who will vote on the merger at Sofamor Danek's special meeting of
shareholders scheduled for January 27, 1999. If Sofamor Danek's shareholders
approve the proposed merger at the special meeting, Medtronic and Sofamor Danek
currently anticipate that the merger will be completed shortly after the special
meeting. Sofamor Danek shares will cease trading on the New York Stock Exchange
upon completion of the merger. Sofamor Danek Group, Inc. is primarily involved
in developing, manufacturing and marketing devices, instruments,
computer-assisted surgery products and biomaterials used in the treatment of
spinal and cranial disorders. Sofamor Danek's stock is traded on the New York
Stock Exchange (NYSE) under the symbol SDG. 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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