-----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, HLFAZ+ObU3Y+GBwBl3+rsbG3HuFDiyYcPW6OOAVGSazMxsYeFSUiUgL6Rnu8RZeD hNpwuvryIDQzMHSsfOH4xA== 0000897101-03-000217.txt : 20030321 0000897101-03-000217.hdr.sgml : 20030321 20030321154714 ACCESSION NUMBER: 0000897101-03-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030321 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030321 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: 03612403 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 8-K 1 sjm031384_8k.txt ST. JUDE MEDICAL, INC. FORM 8K 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 Date of Report (Date of earliest event reported): March 21, 2003 -------------- ST. JUDE MEDICAL, INC. (Exact Name of Registrant as Specified in Its Charter) Minnesota --------- (State or Other Jurisdiction of Incorporation) 0-8672 41-1276891 ------ ---------- (Commission file number) (IRS employer identification no.) One Lillehei Plaza, St. Paul, Minnesota 55117 --------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) (651) 483-2000 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 4 ITEM 5. OTHER EVENTS. Effective as of December 20, 2002, St. Jude Medical, Inc., a Minnesota corporation (the "Company"), amended the Rights Agreement dated as of July 16, 1997, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"). The amendment (the "Amendment") was adopted by the Company's Board of Directors on December 20, 2002, and executed on March 21, 2003. The Amendment amends the definition of "Acquiring Person" contained in Section 1(a) of the Rights Agreement to provide that in addition to other exceptions set forth in Section 1(a), an Acquiring Person does not include FMR Corp. (one of the Company's institutional shareholders), together with FMR Corp.'s Affiliates and Associates, so long as FMR Corp., together with all of its Affiliates and Associates, is the Beneficial Owner of less than 20% of the Company's Voting Stock then outstanding. A copy of the Amendment has been attached as an exhibit hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the attached copy of the Amendment. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement and the Amendment. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 1. Amendment No. 1 to Rights Agreement. Page 2 of 4 SIGNATURES Pursuant to the requirements of the Securities 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. By: /s/ Kevin T. O'Malley --------------------- Kevin T. O'Malley Vice President and General Counsel Date: March 21, 2003 Page 3 of 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1 Amendment No. 1 to Rights Agreement. Page 4 of 4 EX-99.1 3 sjm031384_ex99-1.txt AMENDMENT NO. 1 TO RIGHTS AGREEMENT EXHIBIT 1 --------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, effective as of December 20, 2002 (the "Amendment"), between St. Jude Medical, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of July 16, 1997 (the "Rights Agreement"); and WHEREAS, in accordance with Section 26 of the Rights Agreement, the Company desires to amend the Rights Agreement and to set forth the terms of the amendment in this Amendment. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment of Definition of "Acquiring Person." Paragraph (a) of Section 1 of the Rights Agreement is amended by deleting the paragraph in its entirety and replacing it with the following: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Voting Stock of the Company then outstanding; provided, that, an Acquiring Person shall not include (i) an Exempt Person (as such term is hereinafter defined), (ii) any Person, together with all Affiliates and Associates of such Person, who or which would be an Acquiring Person solely by reason of (A) being the Beneficial Owner of shares of Voting Stock of the Company, the Beneficial Ownership of which was acquired by such Person pursuant to any action or transaction or series of related actions or transactions approved by the Board of Directors before such Person otherwise became an Acquiring Person or (B) a reduction in the number of issued and outstanding shares of Voting Stock of the Company pursuant to a transaction or a series of related transactions approved by the Board of Directors of the Company; provided, further, that in the event such Person described in this clause (ii) does not become an Acquiring Person by reason of subclause (A) or (B) of this clause (ii), such Person nonetheless shall become an Acquiring Person in the event such Person thereafter acquires Beneficial Ownership of an additional 1% of the Voting Stock of the Company, unless the acquisition of such additional Voting Stock would not result in such Person becoming an Acquiring Person by reason of subclause (A) or (B) of this clause (ii), or (iii) FMR Corp., together with its Affiliates and Associates, but only for so long as FMR Corp., together with all of its Affiliates and Associates, shall be the Beneficial Owner of less than 20% of the Voting Stock of the Company then outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a) has become such inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board of Directors) a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed an "Acquiring Person" for any purposes of this Rights Agreement. Section 2. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 3. Execution in Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the dates set forth below. ST. JUDE MEDICAL, INC. By: /s/ Kevin T. O'Malley -------------------------------------- Name: Kevin T. O'Malley Title: Vice President and General Counsel Dated: March 18, 2003 AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer -------------------------------------- Name: Herbert J. Lemmer Title: Vice President Dated: March 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----