-----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, QzbZ+O3MmgWubs8047NYH+cq/qnTXG/AK16LD2b3XlZ0zeiIB477/zH+sNus1OQT xZg668pH7o0wKF/yDwU9Hw== 0000897101-05-000118.txt : 20050114 0000897101-05-000118.hdr.sgml : 20050114 20050114134303 ACCESSION NUMBER: 0000897101-05-000118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 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: 05530153 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 stjude050181_8k.htm St. Jude Medical Form 8-K dated January 13, 2005

UNITED STATES
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):    January 13, 2005


ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)


Minnesota 0-8672 41-1276891
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

One Lillehei Plaza, St. Paul, MN 55117
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (651) 483-2000

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01.    Other Events.

On January 13, 2005, the Registrant issued a press release concerning the acquisition of Endocardial Solutions, Inc. A copy of which is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

  (c)   Exhibits:

    99.1   Press release issued by the Company concerning the acquisition of Endocardial Solutions, Inc.

SIGNATURE

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 on this 14th day of January, 2005.

  ST. JUDE MEDICAL, INC.  
  
  
   By: /s/ Kevin T. O'Malley 
  Kevin T. O'Malley 
  Vice President and 
  General Counsel 





EXHIBIT INDEX

Exhibit No. Description of Exhibit
99.1   Press Release dated January 13, 2005 announcing  
  the acquisition of Endocardial Solutions, Inc. 



EX-99.1 2 stjude050181_ex99-1.htm St. Jude Medical Form 8-K dated January 13, 2005

Exhibit 99.1

St. Jude Medical Completes Acquisition of Endocardial Solutions, Inc.

ST. PAUL, MN, January 13, 2005 — St. Jude Medical Inc. (NYSE: STJ) announced today that it has completed the acquisition of Endocardial Solutions, Inc. (NASDAQ:ECSI) for $11.75 per share in cash consideration which represents an aggregate purchase price of approximately $272 million. St. Jude Medical and Endocardial Solutions (ESI) originally announced an agreement for St. Jude to acquire ESI in September, 2004. The stockholders of Endocardial Solutions, Inc. today adopted a merger agreement whereby ESI became a wholly owned subsidiary of St. Jude Medical, Inc. In conjunction with the completion of this transaction, St. Jude Medical will record a special charge of approximately $11 million in the first quarter related to purchased in-process research and development.

Endocardial Solutions, Inc. (ESI), located in St. Paul, Minnesota, develops, manufactures, and markets the EnSite® System used for the navigation and localization of diagnostic and therapeutic catheters used in atrial fibrillation (AF) ablation and other electrophysiology catheterization procedures. The EnSite® System is also used for the diagnostic mapping of abnormal heart rhythms with a 3D graphical display of the heart’s electrical activity. ESI has a strategic focus of increasing clinical adoption of its EnSite® System for the diagnosis and treatment of AF and other arrhythmias and will become part of St. Jude Medical’s Atrial Fibrillation Division.

St. Jude Medical is committed to leadership in the development of curative therapies for atrial fibrillation through innovative technologies, procedures and clinical studies that will result in clinically reproducible and economically compelling treatment options.

After heart failure, atrial fibrillation is one of the most prevalent, debilitating, and expensive cardiovascular diseases in the world. It is a pervasive cardiac rhythm disorder in which the upper chambers of the heart do not beat effectively. AF results in reduced cardiac output, exacerbates heart failure, and can result in the pooling and clotting of blood in the heart, often leading to stroke or other neurological problems. The prevalence of AF worldwide is in excess of six million patients. AF is progressive, expanding in incidence and severity with age. The economic impact to public and private healthcare systems of AF is increasing.

Any statements made regarding St. Jude Medical’s anticipated future product launches, regulatory approvals, revenues, earnings, market shares, and potential clinical success are forward-looking statements which are subject to risks and uncertainties, such as those described in the Financial Section of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 (see pages 11-16). Actual results may differ materially from anticipated results.

St. Jude Medical, Inc. (www.sjm.com) is dedicated to the design, manufacture and distribution of innovative medical devices of the highest quality, offering physicians, patients and payers unmatched clinical performance and demonstrated economic value.

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