-----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, VIrvAC4Nv4JBe38rhnZVPOWQ0b0WhkkeKa6PBVrjWBTKL1LbzBft00j73X2i+DCm H9NntBV9/RFs4pDs/l5HWg== /in/edgar/work/20000731/0000897101-00-000750/0000897101-00-000750.txt : 20000921 0000897101-00-000750.hdr.sgml : 20000921 ACCESSION NUMBER: 0000897101-00-000750 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000731 EFFECTIVENESS DATE: 20000731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42668 FILM NUMBER: 682804 BUSINESS ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6514832000 MAIL ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 S-8 1 0001.txt As filed with the Securities and Exchange Commission on July 31, 2000 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) (Zip Code) ST. JUDE MEDICAL, INC. 2000 STOCK PLAN (Full title of the plan) Kevin T. O'Malley, Esq. Vice President and General Counsel St. Jude Medical, Inc. One Lillehei Plaza St. Paul, Minnesota 55117 (Name and address of agent for service) (651) 483-2000 (Telephone number, including area code, of agent for service) Copy to: Gary L. Tygesson, Esq. Dorsey & Whitney LLP 220 South Sixth Street Minneapolis, Minnesota 55402 (612) 340-8753 -------------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================== Title of Proposed Proposed securities Amount maximum offering maximum aggregate Amount of being registered to be registered(1) price per share(2) offering price(2) registration fee - ---------------------------------------------------------------------------------------------------- Common Stock ($.10 par value) 5,000,000 shares $40.125 $200,625,000 $52,965 ====================================================================================================
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration statement shall also cover any additional shares of common stock which shall become issuable under the 2000 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the registrant's common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (h) and (c), based upon the average of the high and low prices of the registrant's common stock, as reported on the New York Stock Exchange on July 28, 2000. ================================================================================ PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed by St. Jude Medical, Inc. (the "Company") with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement, as of their respective dates: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (b) the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000; (c) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated April 28, 1978, including any amendment or report filed for the purpose of updating such description filed prior to the termination of the offering described herein. All documents the Company has filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates 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. The Company's Articles of Incorporation provide that the Company may indemnify each director or officer, whether or not then in office (and such person's heirs, executors, and administrators) against reasonable costs and expenses incurred in connection with any action, suit or proceeding to which such person may be made a party by reason of such person's being or having been a director or officer, except in relation to any actions, suits, or proceedings in which such person has been adjudged liable because of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. The bylaws further provide that such rights and indemnification shall not be exclusive of any other rights to which the officers and directors may be entitled according to law. Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the corporation 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 of 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 Minnesota Statutes, 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. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes requires payment or reimbursement by the corporation, upon written request, of reasonable expenses (including attorneys' fees) incurred by a person in advance of the final disposition of a proceeding in certain instances if a decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court. In addition, the Company has entered into indemnification agreements with each of its directors and officers, which agreements provide for indemnification to the full extent permitted by Minnesota law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. No securities are to be reoffered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS. 4.1 Articles of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit No. 3.2 to the Registrant's Form 10-K, filed on March 27, 1997). 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit No. 3 (ii) to the Registrant's Form 10-Q, filed on November 12, 1997). 5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities (filed herewith). 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (filed herewith). 24.1 Powers of Attorney (included on signature page). ITEM 9. UNDERTAKINGS. 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 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 (1)(i) and (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 section15(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. 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 section13(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. 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 July 31, 2000. ST. JUDE MEDICAL, INC. By: /s/ Terry L. Shepherd ------------------------------------- Terry L. Shepherd President and Chief Executive Officer POWER OF ATTORNEY The undersigned officers and directors of St. Jude Medical, Inc. hereby constitute and appoint Kevin T. O'Malley and Terry L. Shepherd, or either 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 below by the following persons in the capacities and on the date indicated. SIGNATURE AND TITLE DATE /s/ Terry L. Shepherd July 31, 2000 ------------------------------------------- Terry L. Shepherd President, Chief Executive Officer and Director (principal executive officer) /s/ John C. Heinmiller July 31, 2000 ------------------------------------------- John C. Heinmiller Vice President - Finance and Chief Financial Officer (principal accounting and financial officer) /s/ Ronald A. Matricaria July 31, 2000 ------------------------------------------- Ronald A. Matricaria Director /s/ Lowell C. Anderson July 31, 2000 ------------------------------------------- Lowell C. Anderson Director /s/ Stuart M. Essig July 31, 2000 ------------------------------------------- Stuart M. Essig Director /s/ Thomas H. Garrett III July 31, 2000 ------------------------------------------- Thomas H. Garrett III Director /s/ Walter L. Sembrowich July 31, 2000 ------------------------------------------- Walter L. Sembrowich Director /s/ Daniel J. Starks July 31, 2000 ------------------------------------------- Daniel J. Starks Director /s/ Roger G. Stoll July 31, 2000 ------------------------------------------- Roger G. Stoll Director /s/ David A. Thompson July 31, 2000 ------------------------------------------- David A. Thompson Director July __, 2000 ------------------------------------------- Gail R. Wilensky Director EXHIBIT INDEX Page ---- 4.1 Articles of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit No. 3.2 to the Registrant's Form 10-K, filed on March 27, 1997). 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit No. 3 (ii) to the Registrant's Form 10-Q, filed on November 12, 1997). 5.1 Opinion of Dorsey & Whitney LLP regarding validity of securities (filed herewith). 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (filed herewith). 24.1 Powers of Attorney (included on signature page). EX-5.1 2 0002.txt OPINION RE: LEGALITY Exhibit 5.1 [Letterhead of Dorsey & Whitney LLP] St. Jude Medical, Inc. One Lillehei Plaza St. Paul, Minnesota 55117 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to St. Jude Medical, Inc., a Minnesota corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company from time to time of up to 5,000,000 shares of Common Stock, $.10 par value per share, of the Company (the "Shares") under the terms of the St. Jude Medical, Inc. 2000 Stock Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the Minnesota Business Corporation Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: July 31, 2000. Very truly yours, /s/ Dorsey & Whitney LLP GLT EX-23.2 3 0003.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the St. Jude Medical, Inc. 2000 Stock Plan of our report dated February 9, 2000, with respect to the consolidated financial statements of St. Jude Medical, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999 and the related financial statement schedule included therein, filed with the Securities Exchange Commission. ERNST & YOUNG LLP /s/ Ernst & Young LLP Minneapolis, Minnesota July 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----