UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 28, 2000
Commission File Number 1-7707
MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0793183
(State of incorporation) (I.R.S. Employer
Identification No.)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(Address of principal executive offices)
Telephone number: (612) 514-4000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Shares of common stock, $.10 par value, outstanding on August 25, 2000:
1,199,582,106
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
MEDTRONIC, INC.
STATEMENT OF CONSOLIDATED EARNINGS
(Unaudited)
Three months ended
-----------------------
July 28, July 30,
2000 1999
--------- ---------
(in millions, except
per share data)
Net sales $ 1,309.9 $ 1,133.2
Costs and expenses:
Cost of products sold 330.5 286.4
Research and development expense 135.9 114.0
Selling, general, and administrative expense 410.1 362.3
Litigation judgment 16.9 --
Interest expense 3.3 3.2
Interest income (14.4) (6.6)
--------- ---------
Total costs and expenses 882.3 759.3
--------- ---------
Earnings before income taxes 427.6 373.9
Provision for income taxes 138.6 121.5
--------- ---------
Net earnings $ 289.0 $ 252.4
========= =========
Earnings per share:
Basic $ 0.24 $ 0.21
========= =========
Diluted $ 0.24 $ 0.21
========= =========
Weighted average shares
Outstanding:
Basic 1,198.2 1,193.6
Diluted 1,225.0 1,221.0
See accompanying notes to condensed consolidated financial statements
<PAGE>
MEDTRONIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
July 28, April 30,
2000 2000
--------- ---------
ASSETS (in millions)
------
Current assets:
Cash and cash equivalents $ 575.2 $ 448.4
Short-term investments 238.2 109.7
Accounts receivable, less allowance for
doubtful accounts of $31.3 and $30.2 1,154.5 1,210.1
Inventories 751.4 690.6
Deferred tax assets, net 160.8 160.5
Prepaid expenses and other current assets 244.7 394.1
--------- ---------
Total current assets 3,124.8 3,013.4
Property, Plant, and Equipment 1,745.0 1,677.6
Accumulated depreciation (775.3) (731.1)
--------- ---------
Net Property, Plant, and Equipment 969.7 946.5
Goodwill and other intangible assets, net 1,340.6 1,361.4
Long-term investments 277.7 210.1
Other assets 173.3 138.0
--------- ---------
Total assets $ 5,886.1 $ 5,669.4
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings $ 252.9 $ 316.3
Accounts payable 180.3 200.0
Accrued expenses 530.9 475.2
--------- ---------
Total current liabilities 964.1 991.5
Long-term debt 15.5 14.1
Deferred tax liabilities, net 15.6 15.2
Other long-term liabilities 151.8 157.1
--------- ---------
Total liabilities 1,147.0 1,177.9
Shareholders' equity:
Common stock--par value $.10 119.9 119.8
Retained earnings 4,776.4 4,543.1
Accumulated other non-owner changes in equity (138.2) (151.9)
--------- ---------
4,758.1 4,511.0
Receivable from Employee Stock Ownership Plan (19.0) (19.5)
--------- ---------
Total shareholders' equity 4,739.1 4,491.5
--------- ---------
Total liabilities and shareholders' equity $ 5,886.1 $ 5,669.4
========= =========
See accompanying notes to condensed consolidated financial statements
<PAGE>
MEDTRONIC, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Three months ended
---------------------
July 28, July 30,
2000 1999
-------- --------
(in millions)
OPERATING ACTIVITIES
Net earnings $ 289.0 $ 252.4
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 72.4 51.1
Non-recurring charges 16.9 --
Deferred income taxes .1 60.1
Change in operating assets and liabilities:
Accounts receivable 59.4 (39.5)
Inventories (38.3) (46.8)
Accounts payable and accrued liabilities 26.3 14.5
Changes in other operating assets and
liabilities 78.4 (53.2)
-------- --------
Net cash provided by operating activities 504.2 238.6
INVESTING ACTIVITIES:
Additions to property, plant, and equipment (65.5) (54.5)
Purchases of marketable securities (197.0) (80.0)
Sales and maturities of marketable securities 37.0 119.0
Other investing activities, net (38.5) (65.8)
-------- --------
Net cash used in investing activities (264.0) (81.3)
FINANCING ACTIVITIES:
Decrease in short-term borrowings, net (58.2) (62.2)
Increase in long-term debt, net 1.1 1.4
Dividends to shareholders (59.9) (47.0)
Issuance of common stock 4.2 73.9
Repurchases of common stock -- (118.1)
-------- --------
Net cash used in financing activities (112.8) (152.0)
Effect of exchange rate changes on cash and
cash equivalents (.6) (.6)
-------- --------
Net change in cash and cash equivalents 126.8 4.7
Cash and cash equivalents at beginning of period 448.4 228.5
-------- --------
Cash and cash equivalents at end of period $ 575.2 $ 233.2
-------- --------
See accompanying notes to condensed consolidated financial statements
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
necessary for a fair presentation of results of operations, financial position,
and cash flows in conformity with generally accepted accounting principles. In
the opinion of management, the consolidated financial statements reflect all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the Company's results for the periods presented.
Operating results for interim periods are not necessarily indicative of results
that may be expected for the fiscal year as a whole. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, expenses, and related disclosures at
the date of the financial statements and during the reporting period. Actual
results could differ from these estimates. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended April 30, 2000.
Note 2 - Other Non-Owner Changes in Equity
------------------------------------------
In addition to net earnings, other non-owner changes in equity include, as
applicable, unrealized gains and losses on available for sale securities,
foreign currency translation adjustments and minimum pension liability. For the
first quarter ended July 28, 2000 and July 30, 1999, the Company's other
non-owner changes in equity were $302.7 million and $246.5 million,
respectively.
Note 3 - Inventories
--------------------
Inventories consisted of the following (amounts in millions):
July 28, 2000 April 30, 2000
------------- --------------
Finished goods $ 413.9 $ 374.4
Work in process 128.1 129.5
Raw Materials 209.4 186.7
------- -------
Total $ 751.4 $ 690.6
------- -------
Note 4 - Non-Recurring Charges
------------------------------
In the first quarter of fiscal 2001, the Company recorded a $16.9 million
pre-tax expense related to a litigation judgment. The judgment is protected by a
confidentiality agreement, is non- recurring, non-product related and pertains
to business matters that occurred in 1997 and 1998. The Company announced
initiatives to restructure its Latin America operations in fiscal 2000 and its
vascular, spinal surgery and cardiac surgery operations in fiscal 1999. The
restructuring of the Latin America operations is expected to be completed in
fiscal 2001. Of the 78 employees identified for termination, almost half had
been terminated as of July 28, 2000. The restructuring of the vascular, spinal
surgery and cardiac surgery operations was substantially complete at the end of
fiscal 2000. As of the first quarter of fiscal 2001, all ten manufacturing
<PAGE>
facilities targeted for closure had been closed and all employees identified for
termination had been terminated. Applications during the first quarter of fiscal
2001 against remaining accruals were as follows (amounts in millions):
Balance at New Charges Balance at
Apr.30, 2000 Charges Utilized Jul. 28, 2000
--------------------------------------------------------------------------------
Facility reductions $ 4.7 $ -- $ (.4) $ 4.3
Severance and related costs 12.1 -- (5.1) 7.0
Contractual obligations 6.7 -- (1.5) 5.2
Litigation 28.1 16.9 (18.0) 27.0
--------------------------------------------------------------------------------
Total $ 51.6 $ 16.9 $(25.0) $ 43.5
Remaining items related to the restructuring of the vascular, spinal surgery and
cardiac surgery organizations include the sale of two manufacturing facilities
and the cancellation of lease commitments for one additional facility. In August
2000, the Company completed the sale of one of these facilities. In addition,
the Company continues to pay severance costs to terminated employees, primarily
in Europe. The Company also continues to incur costs to conclude cases related
to the Company's spinal system for pedicle fixation.
Note 5 - New Accounting Pronouncements
--------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133).
This statement will require that companies recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of derivatives will either be offset
against the change in fair value of the hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
SFAS No. 133 is required to be adopted for fiscal years beginning after June 15,
1999. In June 1999, Statement No. 137 effectively deferred the effective date of
SFAS No. 133 for one year. The Company is in the process of determining what
effect the adoption of SFAS No. 133 will have on the Company's results of
operations, financial position and cash flows.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," which the
Company will be required to adopt in the fourth quarter of the current fiscal
year. The Company is in the process of determining the effect of adoption of SAB
No. 101 on its consolidated financial statements. Based on preliminary analyses,
the Company anticipates that SAB No. 101 will not have a material impact on its
results of operations, financial position and cash flows.
Note 6 - Segment and Geographic Information
-------------------------------------------
The Company operates its business in four operating business units, which are
aggregated into one reportable segment - the manufacture and sale of
device-based medical therapies. Each of the Company's businesses has similar
economic characteristics, technology, manufacturing processes, customers,
distribution and marketing strategies, a similar regulatory environment, and
shared infrastructures. Net sales by business unit were as follows (in
millions):
<PAGE>
Three months ended Three months ended
July 28, 2000 July 30, 1999
------------------ ------------------
Cardiac Rhythm Management $ 627.0 $ 583.7
Neurological, Spinal and ENT 338.5 279.3
Vascular 225.1 157.4
Cardiac Surgery 119.3 112.8
-------- --------
$1,309.9 $1,133.2
Geographic information:
Three months ended
United Asia Other Elimi- Consoli-
July 28, 2000 States Europe Pacific Foreign nations dated
--------------------------------------------------------------------------------
Revenues from external
customers $ 861.4 $231.2 $153.8 $63.5 $ -- $1,309.9
Intergeographic sales 188.2 60.8 .1 4.1 (253.2) --
--------------------------------------------------------------------------------
Total sales $1,049.6 $292.0 $153.9 $67.6 $(253.2) $1,309.9
--------------------------------------------------------------------------------
Long-lived assets $2,489.0 $209.2 $ 46.7 $16.4 $ -- $2,761.3
--------------------------------------------------------------------------------
July 30, 1999
--------------------------------------------------------------------------------
Revenues from external
customers $ 736.5 $228.2 $110.0 $58.5 $ -- $1,133.2
Intergeographic sales 202.6 38.1 -- 3.8 (244.5) --
--------------------------------------------------------------------------------
Total sales $ 939.1 $266.3 $110.0 $62.3 $(244.5) $1,133.2
--------------------------------------------------------------------------------
Long-lived assets $2,358.1 $226.8 $ 49.1 $15.9 $ -- $2,649.9
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
---------------------
Net Earnings
------------
Net earnings for the first quarter ended July 28, 2000 were $289.0 million, or
$0.24 per diluted share, as compared to net earnings of $252.4, or $0.21 per
diluted share for the quarter ended July 30, 1999. In the first quarter of
fiscal 2001, the Company recorded a $16.9 million pre-tax ($11.4 million after
tax) expense for a non-recurring, non-product related litigation judgment for
business matters that occurred in 1997 and 1998. Without this litigation charge,
net earnings would have been $300.4 million, or $0.25 per diluted share, a 19.0
percent increase over the same period a year ago.
Sales
-----
Sales for the three-month period ended July 28, 2000 increased 15.6 percent
compared to the same period of fiscal 2000. Sales growth in the quarter was
negatively impacted by $19.7 million of unfavorable exchange rates of the value
of the U.S. dollar versus the Euro and the Japanese Yen. Excluding the effects
of foreign currency translation, sales for the quarter increased 17.4 percent
over the same period a year ago.
<PAGE>
Net sales of cardiac rhythm management products, which consist primarily of
products for bradycardia pacing, tachyarrhythmia management, external
defibrillation, and ablation, increased 9.2 percent during the first quarter of
fiscal 2001, after excluding the impact of foreign exchange rate fluctuations,
compared to the same period a year ago. Worldwide pacing revenues grew more than
8 percent on an 11 percent increase in unit sales. Strong revenues resulted from
the continued strength of the Medtronic Kappa(R), Sigma(TM) and Vitatron
Collection II pacemaker families. The Medtronic AT500(TM) Pacing System to
monitor, prevent and treat atrial arrhythmias, was launched in Canada and Europe
in August 2000. Sales of implantable defibrillators grew more than 16 percent
worldwide on unit sales that rose 20 percent. This growth was fueled by the
strength of the GEM(R) and GEM II family of defibrillators and the continuing
acceptance of the PR (Pattern Recognition) Logic(TM) arrhythmia detection
algorithms designed to reduce the inappropriate delivery of therapy. The
Medtronic Jewel(R) AF, the world's first implantable cardioverter defibrillator
for treating multiple, rapid rhythm problems, was commercially released in the
United States at the end of the quarter. External defibrillator sales declined 3
percent in the quarter as a slowdown in sales to hospitals, which comprise a
significant portion of external defibrillator sales, more than offset a 30
percent growth in unit sales of automated external defibrillators.
Net sales of neurological, spinal and ear, nose and throat (ENT) products,
consisting primarily of implantable neurostimulation devices, drug
administration systems, spinal products, neurosurgery products, functional
diagnostics and surgical products used by ENT physicians, increased 22.5 percent
for the quarter ended July 28, 2000, after excluding the effects of foreign
currency translation. Sales of spinal and neurosurgery product lines (consisting
of Sofamor Danek, Surgical Navigation Technologies, P.S. Medical and Midas Rex)
achieved revenue growth of 23 percent, led by the strength of core plates and
screw fixation systems for cervical and thorocolumbar applications and interbody
products. ENT product sales grew by 23 percent, while core neurological product
sales (consisting of neurostimulation, drug administration systems, and
functional diagnostics), increased more than 21 percent from the same period a
year ago. During the quarter, the Company announced the introduction of the
Medtronic IsoMed(R) Constant-Flow Infusion System used in treating chronic pain
and colorectal cancer. The Company expects to commercially release in the United
States its Activa(R) Parkinson's Control deep brain stimulation therapy by the
end of calendar 2000.
Net sales of vascular product lines, consisting of stents, balloons and guiding
catheters, and peripheral vascular products, increased 45.2 percent for the
quarter ended July 28, 2000, after excluding the effects of foreign currency
translation. The growth was fueled by coronary stent unit sales that rose more
than 70 percent, led by the strength of the full-featured S660 and S670 coronary
stents. The BeStent(TM)2 laser-cut, tubular coronary stent achieved rapid
physician acceptance after its introduction outside the United States in May
2000. Peripheral vascular revenues rose 85 percent, led by strength of the
AneuRx(TM) stent graft for the minimally invasive treatment of abdominal aortic
aneurysms. Peripheral vascular revenues declined on a sequential basis as a
result of a supply shortage as the Company temporarily suspended manufacturing
in the last half of the quarter to implement manufacturing improvements.
Net sales of cardiac surgery product lines, consisting of heart valves,
perfusion systems, cannulae and surgical accessories increased 8.2 percent,
after excluding the effects of foreign currency translation. The growth was
highlighted by an increase in minimally invasive surgery products of more than
<PAGE>
55 percent, an increase in heart valve revenues of approximately 22 percent,
partially offset by a slight decline in perfusion revenues. The Company has
recently announced the Food and Drug Administration (FDA) clearance of its
Mosaic tissue valve, which the Company expects to launch at the beginning of
calendar year 2001.
Cost of Products Sold
---------------------
Cost of products sold as a percentage of sales was 25.2 percent for the first
quarter of fiscal 2001, as compared to 25.3 percent for the same period a year
ago. Cost of products sold as a percentage of sales has remained low, primarily
as a result of manufacturing efficiencies and the favorable impact of product
and geographic sales mix.
Research and Development Expense
--------------------------------
The Company remains committed to spending aggressively on research and
development (R&D) to develop technological enhancements and new indications for
existing products, as well as to develop less invasive and new technologies to
address unmet patient needs and to help reduce patient care costs and length of
hospital stay. R&D expense for the first quarter of fiscal 2001 was $135.9
million, or 10.4 percent of sales, as compared to $114.0 or 10.1 percent of
sales for the same period a year ago.
Selling, General and Administrative Expense (SG&A)
--------------------------------------------------
SG&A expense for the three-month period ended July 28, 2000 was $410.1 million,
or 31.3 percent of sales, as compared to $362.3 or 32.0 percent of sales for the
same period a year ago. The decrease in SG&A expense as a percentage of sales is
the result of continued cost control measures, partially offset by increased
field sales coverage expenses.
Non-Recurring Charges
---------------------
In the first quarter of fiscal 2001, the Company recorded a $16.9 million pre
tax expense related to a litigation judgment. The judgment is protected by a
confidentiality agreement, is non-recurring, non-product related and pertains to
business matters that occurred in 1997 and 1998. See Note 4 to the financial
statements.
Interest
--------
Interest expense for the quarter was $3.3 million as compared to $3.2 million
for the same period last year. Interest income during the quarter was $14.4
million compared to $6.6 million for the same period last year. The increase in
interest income is the result of higher cash balances attributable to larger
cash inflows from operations and the discontinuation of the Company's systematic
share repurchase program during the fourth quarter of fiscal 2000.
Income Taxes
------------
The Company's effective income tax rate for fiscal 2001 is approximately 32.5
percent. The effective income tax rate for fiscal 2000 was 32.6 percent, or 32.4
percent excluding the effects of non-recurring charges.
Liquidity and Capital Resources
-------------------------------
Operating activities provided $504.2 million of cash and cash equivalents for
the three-month period ended July 28, 2000 compared to $238.6 million for the
same period a year ago. Working capital was $2,160.7 million at July 28, 2000,
<PAGE>
a increase of $138.8 million over the $2,021.9 million at April 30, 2000. The
current ratio was 3.2:1 at July 28, 2000 as compared to 3.0:1 at April 30, 2000.
Cash and cash equivalents and short term investments have increased by $255.3
million since year end as a result of improved cash flow from operations and the
discontinuation of the systematic share repurchase program. Significant uses of
cash included investments in marketable securities, purchases of property, plant
and equipment and payment of dividends to shareholders.
Cautionary Factors That May Affect Future Results
-------------------------------------------------
Certain statements contained in this document and other written and oral
statements made from time to time by the Company do not relate strictly to
historical or current facts. As such, they are considered "forward-looking
statements" which provide current expectations or forecasts of future events.
Such statements can be identified by the use of terminology such as
"anticipate," "believe," "estimate," "expect," "intend," "may," "could,"
"possible," "plan," "project," "should", "will," "forecast" and similar words or
expressions. The Company's forward-looking statements generally relate to its
growth strategies, financial results, product development and regulatory
approval programs, and sales efforts. One must carefully consider
forward-looking statements and understand that such statements involve a variety
of risks and uncertainties, known and unknown, and may be affected by inaccurate
assumptions, including, among others, those discussed in the section entitled
"Government Regulation and Other Matters" and "Cautionary Factors That May
Affect Future Results" in the Company's Annual Report and Form 10-K for the year
ended April 30, 2000. Consequently, no forward-looking statement can be
guaranteed and actual results may vary materially.
The Company undertakes no obligation to update any forward-looking statement,
but investors are advised to consult any further disclosures by the Company on
this subject in its filings with the Securities and Exchange Commission,
especially on Forms 10-K, 10-Q and 8-K (if any), in which the Company discusses
in more detail various important factors that could cause actual results to
differ from expected or historic results. The Company notes these factors as
permitted by the Private Securities Litigation Reform Act of 1995. It is not
possible to foresee or identify all such factors. As such, investors should not
consider any list of such factors to be an exhaustive statement of all risks,
uncertainties or potentially inaccurate assumptions.
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In March 2000, Boston Scientific Corporation sued Medtronic AVE ("AVE") in
federal court in the Northern District of California alleging that the S670
rapid exchange perfusion stent delivery system infringes a patent held by Boston
Scientific. The complaint seeks injunctive relief and monetary damages. AVE has
filed a counterclaim denying infringement based on its license to the patent for
perfusion catheters as part of the assets acquired from C.R. Bard in 1998 and
has asserted that the license agreement requires disputes to be resolved through
arbitration. The court has issued an order that the dispute must be arbitrated
under the terms of the license agreement. Boston Scientific has filed a Demand
for Arbitration.
In 1996, two former shareholders of Endovascular Support Systems, Inc. ("ESS")
filed a lawsuit in Dallas District Court for the State of Texas against AVE and
several former officers, directors and shareholders of AVE. The lawsuit alleges
that AVE's acquisition of ESS assets was based on fraud and breach of
<PAGE>
fiduciary duty and that plaintiffs were given insufficient value when they
exchanged their stock in ESS for AVE stock in several transactions that occurred
from 1993 to 1995. AVE has asserted counterclaims including breach of contract,
breach of covenant of good faith and fair dealing, business disparagement and
fraud, and has agreed to indemnify the individual defendants. The Court has
ruled that the individual defendants owed a fiduciary duty to plaintiffs. The
Company believes the defendants have meritorious defenses and counterclaims
against the plaintiffs and will continue to defend the actions vigorously. A
trial is presently scheduled to commence in late October 2000.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 2000 Annual Meeting of Shareholders held on August 24, 2000,
the shareholders approved the following:
(a) A proposal to set the size of the Board of Directors at 11(*)
and to elect four Class II Directors of the Company to serve
for three-year terms ending in 2003, as follows:
Director Votes For Votes Withheld
-------- --------- --------------
Michael R. Bonsignore 954,040,990 12,357,682
William W. George 959,491,831 6,906,841
Bernardine P. Healy 958,431,616 7,967,056
Gordon M. Sprenger 958,356,476 8,042,196
There were no broker non-votes. In addition, the terms of the following
directors continued after the meeting: Class III directors for a term ending in
2001- William R. Brody, M.D., Ph.D., Paul W. Chellgren, Arthur Collins, Jr., and
Antonio M. Gotto, Jr., M.D. and Class I directors for a term ending in 2002-
Glen D. Nelson, M.D., Denise O'Leary, Jean-Pierre Rosso and Jack W. Schuler.
(b) A proposal to approve an increase in the authorized shares
available under the Company's Stock Award Plan and certain
other amendments. The proposal received 482,960,660 votes for,
and 281,292,422 against, ratification. There were 5,912,386
abstentions and 196,233,204 broker non-votes.
(c) A proposal to approve the appointment of
PricewaterhouseCoopers LLP to serve as independent auditors of
the Company for the fiscal year ending April 30, 2001. The
proposal received 961,916,962 votes for, and 947,998 against,
ratification. There were 3,533,712 abstentions and no broker
non-votes.
(*) Pursuant to the authority granted in the Company's Articles of
Incorporation, on August 24, 2000 the Board of Directors increased the Board
size to 12 members and elected Denise O'Leary as a Class I Director.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 Medtronic Restated Articles of Incorporation, as amended to
date. (a)
<PAGE>
4.2 Medtronic Bylaws, as amended to date. (b)
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. (c)
27 - Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
quarter ended July 28, 2000.
(a) Incorporated by reference to Exhibit 3.1 in Medtronic's Quarterly Report on
Form 10-Q for the quarter ended October 29, 1999, filed with the Commission on
December 10, 1999.
(b) Incorporated by reference to Exhibit 3.2 in Medtronic's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996, filed with the Commission on
July 24, 1996.
(c) Incorporated by reference to Exhibit 4 in Medtronic's Annual Report on Form
10-K for the fiscal year ended April 30, 1997, filed with the Commission on July
23, 1997.
<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, thereunto duly authorized.
Medtronic, Inc.
(Registrant)
Date: September 7, 2000 /S/ WILLIAM W. GEORGE
---------------------
William W. George
Chairman
and Chief Executive Officer
Date: September 7, 2000 /S/ ROBERT L. RYAN
------------------
Robert L. Ryan
Senior Vice President
and Chief Financial Officer
