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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MINIMED INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-4408171
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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12744 SAN FERNANDO ROAD
SYLMAR, CALIFORNIA 91342
(818) 362-5958
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALFRED E. MANN
CHAIRMAN OF THE BOARD AND CEO
MINIMED INC.
12744 SAN FERNANDO ROAD
SYLMAR, CALIFORNIA 91342
(818) 362-5958
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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ERIC S. KENTOR, ESQ. ROY J. SCHMIDT, JR., ESQ. FREDERICK W. KANNER, ESQ.
SENIOR VICE PRESIDENT, GIBSON, DUNN & CRUTCHER LLP DEWEY BALLANTINE LLP
GENERAL COUNSEL AND SECRETARY 333 SOUTH GRAND AVENUE 1301 AVENUE OF THE AMERICAS
MINIMED INC. LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10019
12744 SAN FERNANDO ROAD (213) 229-7000 (212) 259-8000
SYLMAR, CALIFORNIA 91342
(818) 362-5958
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon the filing of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE
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Common Stock............................................ $3,608,125 $1,003
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Preferred Stock Purchase Rights......................... -- --
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(1) Includes shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [X] SEC File
No. 333-80527
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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EXPLANATORY NOTE: This registration statement relates to the public offering of
common stock of MiniMed Inc. contemplated by a registration statement on Form
S-3, Securities and Exchange Commission file no. 333-80527 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in the offering by 50,000 shares plus up to 7,500 shares that may be
sold pursuant to the underwriters' over-allotment option. The contents of the
Prior Registration Statement are hereby incorporated by reference.
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EXHIBITS
The following documents are filed as exhibits to this Registration
Statement.
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EXHIBIT NUMBER DESCRIPTION
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5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included as part of signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sylmar, State of California, on June 29, 1999.
MINIMED INC.
By: /s/ ERIC S. KENTOR
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Eric S. Kentor
Senior Vice President,
General Counsel and Secretary
Dated: June 29, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Eric S. Kentor and Terrance H. Gregg, and
each of them, as his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Dated: June 29, 1999 /s/ ALFRED E. MANN
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Alfred E. Mann
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Dated: June 29, 1999 /s/ TERRANCE H. GREGG
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Terrance H. Gregg
President, Chief Operating Officer and Director
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II-1
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Dated: June 29, 1999
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Kevin R. Sayer
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Dated: June 29, 1999 /s/ DAVID CHERNOF, M.D.
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David Chernof, M.D.
Director
Dated: June 29, 1999
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William R. Grant
Director
Dated: June 29, 1999 /s/ DAVID H. MACCALLUM
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David H. MacCallum
Director
Dated: June 29, 1999 /s/ THOMAS R. TESTMAN
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Thomas R. Testman
Director
Dated: June 29, 1999
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John C. Villforth
Director
Dated: June 29, 1999
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Carolyne Davis
Director
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Gibson, Dunn & Crutcher LLP....................
23.1 Consent of Deloitte & Touche LLP..........................
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1)..............................................
24.1 Power of Attorney (included as part of signature page)....
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EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Telephone: (213) 229-7000
Telecopier: (213) 229-7520
June 29, 1999
(213) 229-7000 C 62416-00001
MiniMed Inc.
12744 San Fernando Road
Sylmar, California 91342
Ladies and Gentlemen:
We have acted as counsel to MiniMed Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Registration
Statement on Form S-3 (the "462(b) Registration Statement") of the Company to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of an additional 50,000
shares of Common Stock $0.01 par value (the "Common Stock") of the Company
issued to a selling stockholder (the "Shares") and up to 7,500 shares of Common
Stock subject to the underwriters' over-allotment option (the "Option Shares").
The Shares and the Option Shares are to be offered for sale to the public
together with Common Stock of the Company registered pursuant to the Company's
Registration Statement on Form S-3 (No. 333-80527) (the "Prior Registration
Statement"). This opinion is delivered to you in connection with the 462(b)
Registration Statement for the registration of the Shares and Option Shares on
Form S-3 for the aforementioned sales.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our satisfaction to be true and correct copies
thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as we
have deemed necessary, and in reliance thereon, we are of the opinion that
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MiniMed Inc.
June 29, 1999
Page 2
the Shares and the Option Shares are duly authorized, validly issued, fully paid
and nonassessable.
The Company is a Delaware corporation. We are not admitted to practice in
Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary for
the purpose of this opinion. Subject to the foregoing, this opinion is limited
to Delaware, California and federal law.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus included in the Prior Registration
Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
RJS/HJH/SKH
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INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1
We consent to the incorporation by reference in this Registration Statement of
MiniMed Inc. on Form S-3 of our report dated March 5, 1999 (except for Note 15
as to which the date is April 1, 1999) appearing in the prospectus, which is
part of the Registration Statement on Form S-3 (File No. 333-80527) that is
incorporated by reference in this Registration Statement and to the reference to
us under the headings "Selected Financial Data" and "Experts" in such
Prospectus.
We also consent to the incorporation in this Registration Statement of MiniMed,
Inc. on Form S-3 of our report dated March 5, 1999 (except for Note 15 as to
which the date is April 1, 1999) appearing in the Annual Report on Form 10-K of
MiniMed, Inc. for the year ended January 1, 1999.
DELOITTE & TOUCHE LLP
Los Angeles, California
June 24, 1999
