<PAGE> 1
FORM 10-K/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
Amendment No. 1 to annual report pursuant to Section 13 or 15(d) of the
Securities Act of 1934 for the fiscal year ended December 31, 1999
COMMISSION FILE NUMBER: 0-26268
MINIMED INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4408171
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12744 SAN FERNANDO ROAD, SYLMAR, CALIFORNIA 91342
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 362-5958
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
COMMON STOCK, $.01 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether the registrant (1) has --led all reports required
to be --led 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 [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by referenced in Part III of this Form 10-K or any amendment to
this Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 21, 2000 was $3,094,488,657 (based on closing sale price of
$107.50 per share as reported on the Nasdaq National Market). The total number
of shares outstanding of the registrant's Common Stock as of March 21, 2000 was
31,671,496.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following document are incorporated herein by reference: Part
III -- The Registrant's Proxy Statement for its 2000 Annual Meeting (the""2000
Proxy").
<PAGE> 2
The undersigned registrant hereby amends Part IV, Item 14(a)3, entitled
"Exhibits", of its Annual Report on Form 10-K for fiscal year 1999 to add
Exhibit 10.34 to the Exhibits. Part IV, Item 14 is restated in its entirety as
follows:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
See index to financial statements under Item 8 for a list of all
financial statements filed as part of this report.
2. FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are filed as a part of
this Annual Report on Form 10-K:
Schedule II -- Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the consolidated
financial statements or notes thereto.
3. EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K
The following exhibits are filed as part of this Annual Report on Form
10-K or are incorporated herein by reference:
2.1 Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed
Inc. and MiniMed Distribution Corp. dated as of October 19, 1997
(included as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed October 20, 1997, which is incorporated herein by reference).
2.2 Amendment to Reorganization Agreement among Robert A. Kusher, Craig
Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of January
2, 1998 (included as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed January 16, 1998, which is incorporated herein by
reference).
2.3 Asset Purchase Agreement dated as of October 8, 1998, by and among
Diabetes Support Systems, Inc., MiniMed Distribution Corp. and MiniMed
Inc. (included as Exhibit 2.3 to the Company's Annual Report on the
Form 10-K for the fiscal year ended January 1, 1999 which is
incorporated herein by reference).
3(i).1 Amended and Restated Articles of Incorporation (included as Exhibit
3(i).1 to the Company's Quarterly Report on Form 10-Q for the period
ended July 2, 1999 which is incorporated herein by reference).
3(ii).1 Bylaws of MiniMed Inc. (included as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
3(ii).2 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3.3 to the
Company's 1996 Annual Report on Form 10-K which is incorporated herein
by reference).
3(ii).3 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended
October 2, 1998 which is incorporated herein by reference).
<PAGE> 3
3(ii).4 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended July
2, 1999 which is incorporated herein by reference).
3(ii).5 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended
October 1, 1999 which is incorporated herein by reference).
3(ii).6 Amendment to Bylaws of MiniMed Inc. adopted October 13, 1999.
4.1 Form of Stockholder Rights Agreement (included as Exhibit 3.4 to the
Company's Registration Statement on Form S-1 (file no. 33-92710) which
is incorporated herein by reference).
4.2 Amendment to Rights Agreement effective as of May 1, 1999 by and
between MiniMed Inc. and Harris Trust Company of California
(previously filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-3, Registration No. 333-80527 on June 11, 1999,
and incorporated herein by reference).
10.1 First Amendment to Stock Pledge Agreement made by MiniMed in favor of
ING (U.S.) Capital LLC dated as of June 24, 1999 (included as Exhibit
10.1 to the Company's Quarterly Report for the period ended October 1,
1999 which is incorporated herein by reference).
10.2 Ground Sublease by and between North Campus-University Park
Development Corporation and First Security Bank, N.A. as Owner Trustee
dated as of May 18, 1999 (included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended July 2, 1999 which
is incorporated herein by reference).
10.3 Parent Guaranty dated as of May 18, 1999 from MiniMed Inc. to First
Security Bank, N.A. as Trustee (included as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2,
1999 which is incorporated herein by reference).
10.4 Master Lease between First Security Bank, N.A. as Trustee and MiniMed
Development Corp. dated May 18, 1999 (included as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2,
1999 which is incorporated herein by reference).
10.5 Participation Agreement among MiniMed Development Corp. as
Construction Agent and Lessee, MiniMed Inc. and First Security Bank,
N.A. as Trustee, et. Al. dated May 18, 1999 (included as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the period ended
July 2, 1999 which is incorporated herein by reference).
10.6 Revolving Credit Agreement dated as of May 18, 1999, among MiniMed
Inc., the Revolving Credit Lenders and ING (U.S.) Capital LLC
(included as Exhibit 10.5 to the Company's Quarterly Report on Form
10-Q for the period ended July 2, 1999 which is incorporated herein by
reference).
10.7 Security Agreement dated as of May 18, 1999, among MiniMed Inc.,
certain subsidiaries of MiniMed Inc. and ING (U.S.) Capital LLC
(included as Exhibit 10.6 to the Company's Quarterly Report on Form
10-Q for the period ended July 2, 1999 which is incorporated herein by
reference).
<PAGE> 4
10.8 Change of Control Agreement dated August 12, 1999 between MiniMed Inc.
and Stephen Bowman (included as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended October 1, 1999
which is incorporated herein by reference).
10.9 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Alfred E. Mann (included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.10 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Terrance H. Gregg (included as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.11 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Eric S. Kentor (included as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.12 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and David Morley (included as Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the period ended April 2, 1999 which is
incorporated herein by reference).
10.13 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Kevin R. Sayer (included as Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.14 Third Amended and Restated 1994 Stock Incentive Plan (Incorporated by
reference from Exhibit 4.1 to Post Effective Amendment No. 2 to the
Company's Registration Statement on Form S-8 filed by the Company on
September 16, 1999, registration no. 33-95630).
10.15 MiniMed Inc. 1994 Stock Incentive Plan -- Form of Option.
10.16 MiniMed Inc. 1992 Stock Incentive Plan -- Form of Option (included as
Exhibit 4.4 to the Company's Registration Statement on Form S-1 (file
no. 33-92710) which is incorporated herein by reference).
10.17 MiniMed Inc. 1992 Stock Incentive Plan -- Amendment to Form of Option
10.18 MiniMed Technologies Limited Amended and Restated 1992 Option Plan
(included as Exhibit 10.17 to the Company's Registration Statement on
Form S-1 (file no. 33-92710) which is incorporated herein by
reference).
10.19 MiniMed Inc. Option Agreement -- Assumption of MiniMed Technologies
Limited Options (included as Exhibit 10.18 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
10.20 License Supply and Distribution Agreement between Eli Lilly and
Company and MiniMed Inc. dated February 1, 1999 (included as Exhibit
10.7 to the Company's Quarterly Report on Form 10-Q for the period
ended July 2, 1999 which is incorporated herein by reference).
10.21 Amendment to License Supply and Distribution Agreement between Eli
Lilly and Company and MiniMed Inc. dated as June 28, 1999 (included as
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the
period ended July 2, 1999 which is incorporated herein by reference).
<PAGE> 5
10.22 License Agreement dated February 13, 1980, as amended December 10,
1990, by and between Applied Physics Laboratory of the Johns Hopkins
University, Pacesetter Infusion, Ltd. And MiniMed Technologies Limited
(included as Exhibit 10.24 to the Company's Registration Statement on
Form S-1 (file no. 33-92710) which is incorporated herein by
reference).
10.23 Development, License and Supply Agreement between Elan Pharmaceutical
Technologies, Elan Pharma International Limited and MiniMed Inc. dated
June 11, 1999 (included as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-Q for the period ended July 2, 1999 which is
incorporated herein by reference).
10.24 License and Manufacturing Agreement between Elan Pharmaceutical
Technologies, Elan Pharma International Limited and MiniMed Inc. dated
June 11, 1999 (included as Exhibit 10.10 to the Company's Quarterly
Report on Form 10-Q for the period ended July 2, 1999 which is
incorporated herein by reference).
10.25 License Agreement dated as of October 1, 1993 by and between MiniMed
Inc. and Wilson Greatbatch Ltd. (included as Exhibit 10.25 to the
Company's Registration Statement on Form S-1 (file no. 33-92710) which
is incorporated herein by reference).
10.26 Form of Indemnity Agreement between MiniMed Inc. and each of its
officers and directors (included as Exhibit 10.27 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
10.27 MiniMed Inc. Non-Employee Director Deferred Stock Units Plan
(included as Exhibit 10.14 to the Company's 1995 Annual Report on Form
10-K which is incorporated herein by reference).
10.28 MiniMed Inc. Employee Stock Purchase Plan (included as Exhibit 10.15
to the Company's 1995 Annual Report on Form 10-K which is incorporated
herein by reference).
10.29 Lease dated as of August 1, 1995, as amended by Amendment thereto
dated as of July 1, 1996, by and between MiniMed Inc. and Alfred E.
Mann (included as Exhibit 10.17 to the Company's 1996 Annual Report on
Form 10-K which is incorporated herein by reference).
10.30 Agreement Regarding Implantable Pump Business dated September 1,
1998, by and between Medical Research Group, LLC, a California limited
liability company and MiniMed Inc., a Delaware corporation (included
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q which
is incorporated by reference herein).
10.31 Implantable Pump License and Distribution Agreement dated September
1, 1998, by and between Medical Research Group, LLC, a California
limited liability company and MiniMed Inc., a Delaware corporation
(included as Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q which is incorporated by reference herein).
10.32 Glucose Sensor Option Agreement dated September 1, 1998, by and
between Medical Research Group, LLC, a California limited liability
company and MiniMed Inc., a Delaware corporation (included as Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q which is
incorporated by reference herein).
<PAGE> 6
10.33 Guarantee of Alfred E. Mann dated September 1, 1998 (included as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q which is
incorporated by reference herein).
10.34 Amendment to Implantable Pump License and Distribution Agreement
dated June 8, 1999 by and between Medical Research Group, Inc., a
Delaware corporation and successor in interest to Medical Research
Group, LLC and MiniMed Inc., a Delaware corporation.
21.1 Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.
<PAGE> 7
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Action of 1934, as amended, the registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
MINIMED INC.
Date: May 22, 2000 By: /s/ ALFRED E. MANN
-----------------------------------------
Alfred E. Mann
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed
Inc. and MiniMed Distribution Corp. dated as of October 19, 1997
(included as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed October 20, 1997, which is incorporated herein by reference).
2.2 Amendment to Reorganization Agreement among Robert A. Kusher, Craig
Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of January
2, 1998 (included as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed January 16, 1998, which is incorporated herein by
reference).
2.3 Asset Purchase Agreement dated as of October 8, 1998, by and among
Diabetes Support Systems, Inc., MiniMed Distribution Corp. and MiniMed
Inc. (included as Exhibit 2.3 to the Company's Annual Report on the
Form 10-K for the fiscal year ended January 1, 1999 which is
incorporated herein by reference).
3(i).1 Amended and Restated Articles of Incorporation (included as Exhibit
3(i).1 to the Company's Quarterly Report on Form 10-Q for the period
ended July 2, 1999 which is incorporated herein by reference).
3(ii).1 Bylaws of MiniMed Inc. (included as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
3(ii).2 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3.3 to the
Company's 1996 Annual Report on Form 10-K which is incorporated herein
by reference).
3(ii).3 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended
October 2, 1998 which is incorporated herein by reference).
3(ii).4 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended July
2, 1999 which is incorporated herein by reference).
3(ii).5 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to
the Company's Quarterly Report on Form 10-Q for the period ended
October 1, 1999 which is incorporated herein by reference).
3(ii).6 Amendment to Bylaws of MiniMed Inc. adopted October 13, 1999.
4.1 Form of Stockholder Rights Agreement (included as Exhibit 3.4 to the
Company's Registration Statement on Form S-1 (file no. 33-92710) which
is incorporated herein by reference).
4.2 Amendment to Rights Agreement effective as of May 1, 1999 by and
between MiniMed Inc. and Harris Trust Company of California
(previously filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-3, Registration No. 333-80527 on June 11, 1999,
and incorporated herein by reference).
10.1 First Amendment to Stock Pledge Agreement made by MiniMed in favor of
ING (U.S.) Capital LLC dated as of June 24, 1999 (included as Exhibit
10.1 to the Company's Quarterly Report for the period ended October 1,
1999 which is incorporated herein by reference).
<PAGE> 9
10.2 Ground Sublease by and between North Campus-University Park
Development Corporation and First Security Bank, N.A. as Owner Trustee
dated as of May 18, 1999 (included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended July 2, 1999 which
is incorporated herein by reference).
10.3 Parent Guaranty dated as of May 18, 1999 from MiniMed Inc. to First
Security Bank, N.A. as Trustee (included as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2,
1999 which is incorporated herein by reference).
10.4 Master Lease between First Security Bank, N.A. as Trustee and MiniMed
Development Corp. dated May 18, 1999 (included as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2,
1999 which is incorporated herein by reference).
10.5 Participation Agreement among MiniMed Development Corp. as
Construction Agent and Lessee, MiniMed Inc. and First Security Bank,
N.A. as Trustee, et. Al. dated May 18, 1999 (included as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the period ended
July 2, 1999 which is incorporated herein by reference).
10.6 Revolving Credit Agreement dated as of May 18, 1999, among MiniMed
Inc., the Revolving Credit Lenders and ING (U.S.) Capital LLC
(included as Exhibit 10.5 to the Company's Quarterly Report on Form
10-Q for the period ended July 2, 1999 which is incorporated herein by
reference).
10.7 Security Agreement dated as of May 18, 1999, among MiniMed Inc.,
certain subsidiaries of MiniMed Inc. and ING (U.S.) Capital LLC
(included as Exhibit 10.6 to the Company's Quarterly Report on Form
10-Q for the period ended July 2, 1999 which is incorporated herein by
reference).
10.8 Change of Control Agreement dated August 12, 1999 between MiniMed Inc.
and Stephen Bowman (included as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended October 1, 1999
which is incorporated herein by reference).
10.9 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Alfred E. Mann (included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.10 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Terrance H. Gregg (included as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.11 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Eric S. Kentor (included as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
10.12 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and David Morley (included as Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the period ended April 2, 1999 which is
incorporated herein by reference).
10.13 Change of Control Agreement dated March 1, 1999 between MiniMed Inc.
and Kevin R. Sayer (included as Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the period ended April 2, 1999 which
is incorporated herein by reference).
<PAGE> 10
10.14 Third Amended and Restated 1994 Stock Incentive Plan (Incorporated by
reference from Exhibit 4.1 to Post Effective Amendment No. 2 to the
Company's Registration Statement on Form S-8 filed by the Company on
September 16, 1999, registration no. 33-95630).
10.15 MiniMed Inc. 1994 Stock Incentive Plan -- Form of Option.
10.16 MiniMed Inc. 1992 Stock Incentive Plan -- Form of Option (included as
Exhibit 4.4 to the Company's Registration Statement on Form S-1 (file
no. 33-92710) which is incorporated herein by reference).
10.17 MiniMed Inc. 1992 Stock Incentive Plan -- Amendment to Form of Option
10.18 MiniMed Technologies Limited Amended and Restated 1992 Option Plan
(included as Exhibit 10.17 to the Company's Registration Statement on
Form S-1 (file no. 33-92710) which is incorporated herein by
reference).
10.19 MiniMed Inc. Option Agreement -- Assumption of MiniMed Technologies
Limited Options (included as Exhibit 10.18 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
10.20 License Supply and Distribution Agreement between Eli Lilly and
Company and MiniMed Inc. dated February 1, 1999 (included as Exhibit
10.7 to the Company's Quarterly Report on Form 10-Q for the period
ended July 2, 1999 which is incorporated herein by reference).
10.21 Amendment to License Supply and Distribution Agreement between Eli
Lilly and Company and MiniMed Inc. dated as June 28, 1999 (included as
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the
period ended July 2, 1999 which is incorporated herein by reference).
10.22 License Agreement dated February 13, 1980, as amended December 10,
1990, by and between Applied Physics Laboratory of the Johns Hopkins
University, Pacesetter Infusion, Ltd. And MiniMed Technologies Limited
(included as Exhibit 10.24 to the Company's Registration Statement on
Form S-1 (file no. 33-92710) which is incorporated herein by
reference).
10.23 Development, License and Supply Agreement between Elan Pharmaceutical
Technologies, Elan Pharma International Limited and MiniMed Inc. dated
June 11, 1999 (included as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-Q for the period ended July 2, 1999 which is
incorporated herein by reference).
10.24 License and Manufacturing Agreement between Elan Pharmaceutical
Technologies, Elan Pharma International Limited and MiniMed Inc. dated
June 11, 1999 (included as Exhibit 10.10 to the Company's Quarterly
Report on Form 10-Q for the period ended July 2, 1999 which is
incorporated herein by reference).
10.25 License Agreement dated as of October 1, 1993 by and between MiniMed
Inc. and Wilson Greatbatch Ltd. (included as Exhibit 10.25 to the
Company's Registration Statement on Form S-1 (file no. 33-92710) which
is incorporated herein by reference).
<PAGE> 11
10.26 Form of Indemnity Agreement between MiniMed Inc. and each of its
officers and directors (included as Exhibit 10.27 to the Company's
Registration Statement on Form S-1 (file no. 33-92710) which is
incorporated herein by reference).
10.27 MiniMed Inc. Non-Employee Director Deferred Stock Units Plan
(included as Exhibit 10.14 to the Company's 1995 Annual Report on Form
10-K which is incorporated herein by reference).
10.28 MiniMed Inc. Employee Stock Purchase Plan (included as Exhibit 10.15
to the Company's 1995 Annual Report on Form 10-K which is incorporated
herein by reference).
10.29 Lease dated as of August 1, 1995, as amended by Amendment thereto
dated as of July 1, 1996, by and between MiniMed Inc. and Alfred E.
Mann (included as Exhibit 10.17 to the Company's 1996 Annual Report on
Form 10-K which is incorporated herein by reference).
10.30 Agreement Regarding Implantable Pump Business dated September 1,
1998, by and between Medical Research Group, LLC, a California limited
liability company and MiniMed Inc., a Delaware corporation (included
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q which
is incorporated by reference herein).
10.31 Implantable Pump License and Distribution Agreement dated September
1, 1998, by and between Medical Research Group, LLC, a California
limited liability company and MiniMed Inc., a Delaware corporation
(included as Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q which is incorporated by reference herein).
10.32 Glucose Sensor Option Agreement dated September 1, 1998, by and
between Medical Research Group, LLC, a California limited liability
company and MiniMed Inc., a Delaware corporation (included as Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q which is
incorporated by reference herein).
10.33 Guarantee of Alfred E. Mann dated September 1, 1998 (included as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q which is
incorporated by reference herein).
10.34 Amendment to Implantable Pump License and Distribution Agreement
dated June 8, 1999 by and between Medical Research Group, Inc., a
Delaware corporation and successor in interest to Medical Research
Group, LLC and MiniMed Inc., a Delaware corporation.
21.1 Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.
<PAGE> 1
Exhibit 10.34
AMENDMENT TO IMPLANTABLE PUMP
LICENSE AND DISTRIBUTION AGREEMENT
This AMENDMENT TO IMPLANTABLE PUMP AND LICENSE AGREEMENT (this "Amendment") is
made and entered into as of this 8th day of June 1999 by and between MINIMED
INC. ("MiniMed"), a Delaware corporation, and Medical Research Group, Inc.
("MRG"), a Delaware corporation and successor in interest to Medical Research
Group, LLC, with respect to the following facts:
RECITALS
A. MiniMed and MRG entered into that certain Implantable Pump License and
Distribution Agreement (the "Agreement"), dated as of September 1, 1998.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement.
B. Pursuant to the Agreement, MRG was to make certain engineering and other
improvements to the Pump Technology , and MiniMed was to purchase certain
minimum quantities of programmable implantable pump systems from MRG for the
period ended December 31, 2001. The parties acknowledge and agree that the
amounts and timing of such purchase commitments were in part based upon the
expectation that the Enhancement Technology would be completed no later than
April 30, 1999.
C. MRG has experienced unanticipated delays in the completion of the Enhancement
Technology, and the parties therefore wish to modify the dates by which certain
purchase commitments of MiniMed must be satisfied.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 7.1 of the Agreement hereby is deleted and replaced in its entirety
as follows:
"7.1. REQUIRED MINIMUM PURCHASES. MiniMed agrees to purchase the following
minimum quantities of programmable implantable pump systems for the periods as
specified:
Systems Purchased During No. of Systems
------------------------ --------------
1998 - 2000 1,033
2001 117.5% of the amount of programmable implant-
able pump systems purchased during 2000
Notwithstanding the foregoing, to the extent MRG does not make available to
MiniMed, on or before January 1, 2000, programmable implantable pump systems
containing the Enhancement Technology, then the obligation of MiniMed to
purchase the minimum number of such systems for the period 1998 through 2000
shall be deferred on the basis of one day deferral for each day after January 1,
2000 that such systems are not available with the Enhancement Technology."
2. Section 7.2 of the Agreement is hereby amended to add the following at
the end thereof:
"Notwithstanding the foregoing, to the extent MRG does not make available to
MiniMed, on or before January 1, 2000, programmable implantable pump systems
containing the Enhancement Technology, then the obligation of MiniMed to
purchase the minimum number of such systems in order to preserve its exclusive
distribution rights will be modified and extended to the same extent of such
delay.
<PAGE> 2
For purposes of illustration, if programmable implantable pump systems
containing the Enhancement Technology are not made available hereunder by MRG to
MiniMed until June 30, 2000, then the Minimum Sales Quota for the period July 1,
2002 through June 30 2003 shall be 10% of external insulin pumps actually sold
by MiniMed during 2001."
3. Section 7.5.5 is hereby deleted.
4. Except as expressly set forth and amended herein, the Agreement shall
remain in full force and effect.
5. This Amendment shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to conflicts of laws.
This Amendment may be executed in counterparts, all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.
MINIMED INC., a Delaware corporation
By: _____________________________
Its.: ___________________________
MEDICAL RESEARCH GROUP, INC., a
Delaware corporation
By: _____________________________
Its.: ___________________________
