-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfXsPU9kZoKbkRXn35WQNLYOJtV6wr/GAw29ZTV5TA88zh7og89PSaS4V5BKQaME eXy6HGvYhEIN7UC03QGN4Q== 0000203077-96-000010.txt : 19960603 0000203077-96-000010.hdr.sgml : 19960603 ACCESSION NUMBER: 0000203077-96-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960531 EFFECTIVENESS DATE: 19960619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04935 FILM NUMBER: 96575620 BUSINESS ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6124832000 MAIL ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 S-8 1 As filed with the Securities and Exchange Commission on May 31, 1996 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- ST. JUDE MEDICAL, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-1276891 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE LILLEHEI PLAZA ST. PAUL, MINNESOTA 55117 (Address of Principal Executive Offices and zip code) ---------------------------- ST. JUDE MEDICAL, INC. STOCK OPTION GRANTED TO OFFICER OF DAIG CORPORATION (Full title of the Plan) ---------------------------- Kevin T. O'Malley, Esq. Vice President and General Counsel St. Jude Medical, Inc. One Lillehei Plaza St. Paul, MN 55117 (612)483-2000 (Name, address, including zip code and telephone number of agent for service) Copy to: Martin R. Rosenbaum, Esq. Lindquist & Vennum P.L.L.P. 4200 IDS Center Minneapolis, MN 55402 (612)371-3278 ----------------------------
CALCULATION OF REGISTRATION FEE Proposed Proposed Proposed Title of Maximum Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price(1) Fee Common Stock 83,422 shares(1) $21.10 $1,760,204.20 $609.97 ($.10 par value)
(1) Pursuant to an Agreement and Plan of Merger dated January 29, 1996 among the Company, Partner Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of the Company, and Daig Corporation, a Minnesota corporation ("Daig"), the Company has assumed a Non-Qualified Stock Option Agreement (the "Daig Option") effective March 1, 1995 between Daig Corporation ("Daig") and John Heinmiller, an officer of Daig. The Daig Option previously represented an option to purchase 128,000 shares of Daig common stock. This assumption was effective as of the effective date of the merger of Partner Acquisition Corp. with and into Daig, at which time the Daig Option became an option to purchase 83,422 shares of the Company's Common Stock at an exercise price of $21.10 per share. The Daig Option will terminate 30 days after the effective date of the merger, which occurred on May 31, 1996. --------------------------------------------------- PART I Pursuant to the Note to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference herein: (a) The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1995, as amended by amendments on Form 10-K/A filed on April 1, 1996 and April 26, 1996. (b) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 1996; (c) The Current Report of the Company on Form 8-K dated January 29, 1996; (d) The description of the capital stock of the Company as set forth in the Company's Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 28, 1991 (Reg. No. 33-41459), including any amendments or reports filed for the purpose of updating such information. All documents subsequently filed by the Company 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 hereby have been sold or which deregisters all 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. The description of the Company's Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II. Item 5. Interests of Named Experts and Counsel. Thomas H. Garrett III, Secretary and Director of the Company, is a partner in Lindquist & Vennum P.L.L.P., the law firm passing on the validity of the securities to be issued under this Registration Statement. Item 6. Indemnification of Directors and Officers. The Company's Bylaws require indemnification of its directors and officers to the fullest extent permitted by Minnesota law. The Bylaws provide that the Company shall indemnify any person made or threatened to be made a party to any threatened, pending or completed civil, criminal administrative, arbitration or investigative proceeding, including a proceeding by or in the right of the corporation, by reason of the former or present official capacity of the person, provided the person seeking indemnification meets five criteria set forth in Section 302A.521 of the Minnesota Business Corporation Act. The Company's Bylaws also authorize the Board of Directors, to the extent permitted by applicable law, to indemnify any person or entity not described in the Bylaws pursuant to, and to the extent described in, an agreement between the Company and such person, or as otherwise determined by the Board of Directors in its discretion. The Company has entered into indemnification agreements with each of its directors and officers, which agreements provide for indemnification against certain costs incurred by each director and officer made or threatened to be made a party to a proceeding because of his or her official capacity as a director or officer. The indemnification agreements provide for indemnification to the full extent permitted by Minnesota law. Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person who was or is made or is threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding if, with respect to the acts or omissions or such person complained of in the proceeding, such person (i) has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; (ii) acted in good faith; (iii) received no improper personal benefit and Section 302A.255 (regarding conflicts of interest), if applicable, has been satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to believe the conduct was unlawful; and (v) in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit 5(a) Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the legality of the securities being registered 23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5(a)) 23(b) Consent of Ernst & Young LLP 24 Power of Attorney (included on signature page) 99(a) Non-Qualified Stock Option Agreement effective March 1, 1995 between Daig Corporation and John Heinmiller. 99(b) Agreement and Plan of Merger, dated as of January 29, 1996, between the Registrant, Partner Acquisition Corp. and Daig Corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement of Registrant on Form S-4, File No. 333-2713). 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, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 purpose 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. (h) 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 the 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 St. Paul, State of Minnesota, on May 29, 1996. ST. JUDE MEDICAL, INC. By /s/ Ronald A. Matricaria Ronald A. Matricaria President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY The undersigned officers and directors of St. Jude Medical, Inc. hereby consitute and appoint Ronald A. Matricaria, Stephen L. Wilson and Kevin T. O'Malley, or any of them, with power to act one without the other, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all 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 necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on the 29th day of May, 1996, by the following persons in the capacities indicated. Signature Title /s/ Ronald A. Matricaria President, Chief Executive Officer and Ronald A. Matricaria Chairman of the Board and Director (principal executive officer) /s/ Stephen L. Wilson Vice President, Finance and Chief Financial Officer Stephen L. Wilson (principal financial and accounting officer) /s/Paul J. Chiapparone Director Paul J. Chiapparone /s/ Thomas H. Garrett III Director Thomas H. Garrett III /s/ Kenneth G. Langone Director Kenneth G. Langone /s/ Charles V. Owens, Jr. Director Charles V. Owens, Jr. /s/ Walter L. Sembrowich Director Walter L. Sembrowich /s/ Roger G. Stoll Director Roger G. Stoll /s/ Gail R. Wilensky Director Gail R. Wilensky INDEX TO EXHIBITS 5(a) Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the legality of the securities being registered 23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5(a)) 23(b) Consent of Ernst & Young LLP 24 Power of Attorney (included on signature page) 99(a) Non-Qualified Stock Option Agreement effective March 1, 1995 between Daig Corporation and John Heinmiller. 99(b) Agreement and Plan of Merger, dated as of January 29, 1996, between the Registrant, Partner Acquisition Corp. and Daig Corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement of Registrant on Form S-4, File No. 333-2713). EX-5.A 2 OPNION OF COUNSEL EXHIBIT 5(a) May 31, 1996 St. Jude Medical, Inc. One Lillehei Plaza St. Paul, Minnesota 55117 Re: Opinion of Counsel as to Legality of 83,422 Shares of Common Stock to be registered under the Securities Act of 1933 Ladies and Gentlemen: This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of up to 83,422 shares of Common Stock, $.10 par value, of St. Jude Medical, Inc. (the "Company") offered to John Heinmiller pursuant to the Non-Qualified Stock Option Agreement effective March 1, 1995 between Daig Corporation and John Heinmiller (the "Daig Option"). Pursuant to the Agreement and Plan of Merger dated January 29, 1996 among the Company, Partner Acquisition Corp. and Daig, the Daig Option, which represented an option to purchase 128,000 shares of Daig common stock, has been assumed by the Company as of the effective date of the merger of Partner Acquisition Corp. with and into Daig and has become an option to purchase 83,422 shares of the Company's Common Stock at a purchase price of $21.10 per share. As counsel for the Company, we advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 83,422 shares of Common Stock issuable under the Daig Option, when paid for and issued, will be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company. The undersigned hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933. Very truly yours, LINDQUIST & VENNUM P.L.L.P. EX-23.B 3 CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to the St. Jude Medical, Inc. Stock Option Granted to Officer of Daig Corporation of our reports dated February 5, 1996, with respect to the consolidated financial statements and related financial statement schedule of St. Jude Medical, Inc. included in its Annual Report (Form 10K/A) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota May 29, 1996 EX-99.A 4 NON-QUALIFIED STOCK OPTION AGREEMENT NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into effective the 1st day of March, 1995 between Daig Corporation, a Minnesota corporation (the "Company"). and John Heinmiller ("Optionee"). WHEREAS, the Company desires the Optionee to secure stock ownership in the Company as a form of long term incentive compensation, in order to increase Optionee's effectiveness and personal interest in the Company; NOW THEREFORE, in consideration of the premises and of the covenants and agreements set forth below, it is mutually agreed as follows: 1. GRANT OF OPTION. The company hereby grants to Optionee a nonqualified option to purchase from the Company all or any part of an aggregate amount of 160,000 shares of the voting common stock of the Company, par value $.01 per share. The price at which optionee may exercise this option is the published "ask" price on the date of grant, which is $13.75 per share (already adjusted for the stock split as of the record date February 24, 1995). The number of shares subject to this option shall be adjusted to prevent dilution due to future stock splits, if any. 2. EXERCISE PERIOD. This option will vest and may be exercised by the Optionee according to the following schedule except as is otherwise provided below in paragraph 4 or paragraph 6. Date Exercisable Number of Shares Date of Expiration ---------------- ---------------- ------------------ March 1, 1995 32,000 March 1, 2001 March 1, 1996 32,000 March 1, 2001 March 1, 1997 32,000 March 1, 2001 March 1, 1998 32,000 March 1, 2001 March 1, 1999 32,000 March 1, 2001 3. EXERCISE OF OPTION. This option may be exercised only by written notice of intent to the Company at its office at 14901 DeVeau Place, Minnetonka, Minnesota 55345. Such notice shall state the number of shares of the option being exercised and shall be accompanied by payment for such shares in cash, certified or cashier's check or by personal check, if acceptable to the Board of Directors, or in such other manner as approved by the Board of Directors. 4. ACCELERATED VESTING. The parties have agreed that if the Company or the majority of the shares of stock of the Company that are issued and outstanding are to be sold or the subject of a merger, the exercise dates for all shares covered by this Agreement will accelerate so that optionee may elect to exercise his option for all remaining shares prior to such sale or merger. The Company agrees to take all steps appropriate to accelerate the "date exercisable" in accordance with this intent in the event of a sale or merger of the Company. 5. EXPIRATION OF OPTION. This option expires in its entirety without further notice or action by either party at the earlier of (1) six years from the date of grant, (2) 30 days following termination of Optionee's employment, or (3) 30 days following the merger or sale of the Company or of a majority of the shares of stock of the Company that are issued and outstanding. 6. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in this Agreement shall obligate the Company or any subsidiary corporation of the Company to continue employment of Optionee for any particular period or interfere with the right of the Company or any such subsidiary to terminate Optionee's employment at any time. 7. NO SHAREHOLDER RIGHTS. Optionee shall have no rights as a stockholder with respect to any shares of common stock subject to this option prior to the date of issuance of a certificate or certificates for such shares. 8. INVESTMENT REPRESENTATION. Notice of the exercise of this option shall include a representation that any of the option shares purchased shall be acquired as an investment and not with a view to, or for sale in connection with, any public distribution. 9. COMPLIANCE WITH LAW AND REGULATIONS. The Optionee acknowledges that this option may not be exercised until the Company has taken all actions then required to comply with all applicable federal and state laws, rules and regulations and any exchange on which the stock may then be listed. Unless the shares are issued under a prior registration, the certificates representing the shares purchased upon the exercise of this option shall bear a legend in substantially the following form: These shares have not been registered either under any applicable federal law or rules and resale will not be permitted under state law unless the shares are first registered under the Minnesota Securities Law. Further, no sale, offer to sell, or transfer of these shares shall be made unless a registration statement under the federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares. 10. NON-TRANSFERABILITY. This option shall not be transferable and shall be exercisable only by the Optionee. 11. DISPUTE OR DISAGREEMENT. As a condition of the granting of this option, the Optionee agrees that any dispute or disagreement which may arise under or as a result of or pursuant to this agreement or the Plan shall be determined by the Board of Directors in its sole discretion, and that any interpretation by the Board of Directors of the terms of this Agreement or the Plan shall be final, binding and conclusive. 12. OTHER ASSISTANCE. Upon the exercise of this option the Optionee must execute any document or make any representation or give any commitment which the Board of Directors, in its discretion, deems necessary or advisable by reason of the securities laws of the United States or any state, or pay any sum of money in respect of taxes or undertake to pay or have paid any such sum which the Board of Directors, in its discretion, deems necessary be reason of the Code or any rule or regulation thereunder, or by reason of the tax laws of any state. 13. BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the legal representatives, executors, administrators, successors and assigns of each party to this Agreement. 14. COMPLETE AQREEMENT. This Agreement sets for the entire understanding of the parties hereto and shall not be amended, changed or terminated except by an instrument in writing signed by the parties to this Agreement. 15. COUNTERPARTS AND GOVERNING LAW. This agreement may be executed in counterparts, and its validity, construction and performance, shall be governed by the laws of the state of Minnesota. IN WITNESS WHERE OF, the parties have executed this Agreement to be effective the date first above written. Daig Corporation By: /s/ John Fleischhacker Name: John Fleischhacker Title: CEO /s/ Johm C. Heinmiller Optionee -----END PRIVACY-ENHANCED MESSAGE-----