-----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, IwGaWWSfNxl68eZ8hslWjVjUV8msw6COSczVQ2P2drmgW/CFEASe4/0Jc+2YpwBe rOD4xUTWE7I3OTeL6Mi1Ng== 0000203077-97-000003.txt : 19970520 0000203077-97-000003.hdr.sgml : 19970520 ACCESSION NUMBER: 0000203077-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970515 ITEM INFORMATION: Other events FILED AS OF DATE: 19970519 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12441 FILM NUMBER: 97610967 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 1997 Date of Report (Date of earliest event reported) ST. JUDE MEDICAL, INC. (Exact name of registrant as specified in charter) Minnesota 0-8672 41-1276891 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) One Lillehei Plaza, St. Paul, MN 55117 (Address of principal executive offices) (Zip Code) (612) 483-2000 Registrant's telephone number including area code Not applicable Former name or former address, if changed since last report ITEM 5. OTHER EVENTS On May 15, 1997, St. Jude Medical, Inc. ("St. Jude") announced the completion of the merger of Ventritex, Inc. ("Ventritex") into its Pacesetter subsidiary. Under the terms of the merger, Ventritex stockholders will exchange their shares of common stock for approximately 10.4 million shares of St. Jude Medical common stock at an exchange ratio of .5 share of St. Jude Medical common stock for each share of Ventritex common stock. Ventritex, of Sunnyvale, California, is a leading global manufacturer of implantable cardioverter defibrillator (ICD) systems. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ST. JUDE MEDICAL, INC. Date May 15, 1997 By /s/ Stephen L. Wilson --------------------- Stephen L. Wilson Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 "ST. JUDE MEDICAL COMPLETES VENTRITEX MERGER" news release. EX-99.1 2 NEWS RELEASE Contacts: Paul Vetter Peter Gove Steve Wilson Investor Relations Media Relations V.P. Finance & CFO (612) 481-7791 (612) 481-7790 (612) 481-7542 ST. JUDE MEDICAL COMPLETES VENTRITEX MERGER St. Paul, MN, May 15, 1997 -- St. Jude Medical, Inc. (NYSE:STJ) announced today it has completed the merger of Ventritex, Inc. (NASDAQ:VNTX) into its Pacesetter subsidiary. Under the terms of the merger, Ventritex stockholders will exchange their shares of common stock for approximately 10.4 million shares of St. Jude Medical common stock at an exchange ratio of .5 share of St. Jude Medical common stock for each share of Ventritex common stock. Ventritex, of Sunnyvale, California, is a leading global manufacturer of implantable cardioverter defibrillator (ICD) systems. St. Jude Medical now offers a broad range of products and services, including Ventritex ICDs, for the treatment of all types of heart arrhythmias to its global cardiac rhythm management customers. Cardiac rhythm management is one of the largest and fastest growing medical technology markets. St. Jude Medical has assembled in less than three years one of the largest cardiac rhythm management businesses in the world. Commenting on the completion of the Ventritex merger, Ronald A. Matricaria, Chairman, President and CEO of St. Jude Medical, Inc., said, "The long-awaited completion of the Ventritex merger is the capstone of a strategy we have implemented since 1994 to assemble a leadership position in cardiac rhythm management. Ventritex is a leader in ICD therapy and brings to our Cardiac Rhythm Management Division extensive technology, experienced management and customer relationships. We welcome the customers, employees and stockholders of Ventritex to St. Jude Medical. "There could not be a better time for St. Jude Medical to enter the ICD market. The therapy is proven and demand for these life-saving, sophisticated devices is very strong, in part because of the results of two recent clinical studies that confirmed the efficacy of ICDs. Ventritex is a significant participant in the worldwide ventricular tachycardia and ventricular fibrillation (VT/VF) market, and its products are highly regarded by electrophysiologists. The combination of Pacesetter, Daig, Telectronics and Ventritex positions St. Jude Medical's Cardiac Rhythm Management Division for leadership in the treatment of heart arrhythmias. This division will be a significant contributor to the Company's growth this year and in the years to come," Matricaria added. St. Jude Medical, Inc. develops, manufactures and distributes medical devices for the global cardiovascular market. The Company serves patients and its physician customers worldwide with the highest quality products and services including heart valves, cardiac rhythm management systems, specialty catheters and other cardiovascular devices. -----END PRIVACY-ENHANCED MESSAGE-----