SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDTRONIC, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41--0793183
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address of Principal Executive Office and Zip Code)
MEDTRONIC, INC.
STOCK OPTIONS OF MINIMED INC. UNDER
AMENDED AND RESTATED 1992 OPTION PLAN
AND THIRD AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Carol E. Malkinson
Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
John F. Wurm
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, $.10 par 2,683,845 Shares $34.16 $91,680,145 $22,920
value(3)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers any additional securities which
may become issuable pursuant to anti-dilution provisions of the plans.
(2) Per share exercise prices of options being assumed range from $1.40
to $69.82. Calculated pursuant to Rule 457(h) based on the aggregate
price at which the options may be exercised.
(3) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the Registrant's Shareholder Rights Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
or either (I) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form 10 or
10-SB filed under the Securities Exchange Act of 1934
containing audited financial statements for the Registrant's
latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant document referred to in
(a) above;
(c) If the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, the
description of such class of securities contained in a
registration statement filed under such Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless prohibited
or limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation if
generally, with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted in good faith, (iii)
received no improper personal benefit; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain circumstances, reasonably believed that the conduct was not opposed
to the best interests of the corporation. Minnesota corporate law also provides
that a corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person, whether or
not the corporation would have been required to indemnify the person against
liability under the provisions of Minnesota corporate law. The Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws or (v) any
transaction from which the director derives an improper personal benefit.
Subject to exclusions and limitations, the Company maintains certain
insurance coverage against liability which a director or officer may incur in
his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Medtronic Restated Articles of Incorporation, as amended to
date - incorporated herein by reference to Exhibit 3.1 in
Medtronic's Annual Report on Form 10-K for the fiscal year
ended April 27, 2001, filed with the Commission on July 26,
2001.
4.2 Medtronic Bylaws, as amended to date - incorporated herein by
reference to Exhibit 3.2 in Medtronic's Annual Report on Form
10-K for the year ended April 30, 1996, filed with the
Commission on July 24, 1996.
4.3 Rights Agreement, dated as of October 26, 2000, between
Medtronic, Inc. and Wells Fargo Bank Minnesota, N.A.,
including as: Exhibit A thereto, the form of Certificate of
Designations, Preferences and Rights of Series A Junior
Participating Preferred Shares of Medtronic, Inc.; and Exhibit
B thereto, the form of Preferred Stock Purchase Right
Certificate -
incorporated herein by reference to Exhibit 4.1 to Medtronic,
Inc.'s Form 8-A filed on November 3, 2000.
5 Opinion and Consent of Fredrikson & Byron, P.A., counsel to
the Company.
23.1 Consent of Fredrikson & Byron, P.A. - included in their
opinion filed as Exhibit 5.
23.2 Consent of independent accountants.
24 Power of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final
adjudication of such issue.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on the 28th day
of August, 2001.
MEDTRONIC, INC.
By /s/ Arthur D. Collins, Jr.
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Arthur D. Collins, Jr.
President and Chief Executive Officer
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.
Dated: August 28, 2001 /s/ Arthur D. Collins, Jr.
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Arthur D. Collins, Jr.
President and Chief Executive Officer
and Director
Dated: August 28, 2001 /s/ Robert L. Ryan
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Robert L. Ryan
Senior Vice President and Chief
Financial Officer (principal
financial and accounting Officer)
Michael R. Bonsignore* )
William R. Brody, M.D., Ph.D.* )
Paul W. Chellgren* )
William W. George* )
Antonio M. Gotto, Jr., M.D., D.Phil* )
Bernadine P. Healy, M.D.* ) Directors
Glen D. Nelson, M.D.* )
Denise M. O'Leary* )
Jean-Pierre Rosso* )
Jack W. Schuler* )
Gordon M. Sprenger* )
*David J. Scott, by signing his name hereto, does hereby sign this
document on behalf of each of the above named directors of the registrant
pursuant to powers of attorney duly executed by such persons.
Dated: August 28, 2001 /s/ David J. Scott
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David J. Scott
Attorney-In-Fact
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDTRONIC, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Medtronic Restated Articles of Incorporation, as amended to date -
incorporated herein by reference to Exhibit 3.1 in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 27, 2001, filed
with the Commission on July 26, 2001
4.2 Medtronic Bylaws, as amended to date - incorporated herein by reference
to Exhibit 3.2 in Medtronic's Annual Report on Form 10-K for the year
ended April 30, 1996, filed with the Commission on July 24, 1996
4.3 Rights Agreement, dated as of October 26, 2000, between Medtronic, Inc.
and Wells Fargo Bank Minnesota, N.A., including as: Exhibit A thereto,
the form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Shares of Medtronic, Inc.; and
Exhibit B thereto, the form of Preferred Stock Purchase Right
Certificate - incorporated herein by reference to Exhibit 4.1 to
Medtronic, Inc.'s Form 8-A filed on November 3, 2000.
5 Opinion and Consent of counsel re securities being registered
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of Attorney