8-K

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): August 27, 2006

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

Minnesota	0-8672	41-1276891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

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

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

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

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

Item 2.05 Costs Associated with Exit or Disposal Activities

On August 27, 2006, management of St. Jude Medical, Inc. (the “Company”) committed the Company to combining its Cardiac Surgery and Cardiology divisions to create a new Cardiovascular Division, effective January 1, 2007, and to streamlining the Company’s sales and customer service operations in certain international geographies. The decision to combine the two divisions and to make the changes in its international operations was based on management’s expectation that the combination and other changes would increase operating efficiencies and permit management to use the associated savings to invest in research and development.

As a result of the restructuring plan, the Company will record a pre-tax charge in the third quarter of 2006 that management currently estimates to be in the range of $25 million to $35 million. The estimate is comprised of $9 million to $10 million of workforce reduction costs, $7 million to $8 million of inventory write-downs, $6 million to $13 million of fixed asset and other asset write-offs and $3 million to $4 million of other exit costs. The portion of the estimated charges that are expected to result in future cash expenditures is estimated to be $12 million to $14 million. These activities are expected to be completed, and the associated charges are expected to be utilized, by December 31, 2006.

Item 7.01 Regulation FD Disclosure

On August 28, 2006, the Company issued a press release concerning the restructuring plan. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits:

99.1 Press release issued by the Company on August 28, 2006.

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.

		ST. JUDE MEDICAL, INC.
Date:	August 31, 2006	By:	/s/ Pamela S. Krop
			Pamela S. Krop Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by St. Jude Medical, Inc. on August 28, 2006.

EX-99.1

Exhibit 99.1

St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
(651) 483.2000
www.sjm.com

Contacts:	Angela Craig
	Investor/Media Relations
	(651) 481-7789

ST. JUDE MEDICAL TO CREATE NEW CARDIOVASCULAR DIVISION

Combination of Cardiac Surgery and Cardiology Divisions Expected to Accelerate Product Development and Enhance Operating Efficiencies

ST. PAUL, Minn. – (BUSINESS WIRE) – August 28, 2006 – St. Jude Medical, Inc. (NYSE:STJ) announced today that it is combining its Cardiac Surgery and Cardiology divisions to create a new Cardiovascular Division, effective January 1, 2007.

“This strategic reorganization is another example of St. Jude Medical’s commitment to continuous improvement and to focusing on the needs of our customers,” said Daniel J. Starks, Chairman, President and Chief Executive Officer of St. Jude Medical. “Our cardiology and cardiac surgery businesses will be stronger together than each business is separately. By streamlining our organization, we can boost operating efficiencies and ultimately use the associated savings to invest in research and development. This in turn is expected to strengthen our competitive position and improve St. Jude Medical’s total growth profile both in cardiology and in cardiac surgery to benefit our customers, employees, and shareholders.

“The creation of a new Cardiovascular Division, together with the expansion of our sales force and recent new product introductions, are part of our comprehensive program to position St. Jude Medical to deliver a minimum 15% growth in 2007 and beyond,” Starks continued.

The Cardiovascular Division will focus on developing and bringing to market medical device technology and services to help patients who suffer from vascular disease or structural heart defects. The Cardiovascular Division will incorporate the activities currently managed by the Cardiac Surgery Division and by the Cardiology Division. St. Jude Medical will continue to have specialized cardiac surgery and cardiology sales forces.

The new Cardiovascular Division will be led by George J. Fazio, who has served as President of St. Jude Medical’s Cardiac Surgery Division since 2004. Prior to his current role, Fazio was appointed President of St. Jude Medical Europe in 2001. His preceding roles included President, Health Care Services for St. Jude Medical, and General Manager for St. Jude Medical’s operations in Canada.

Paul R. Buckman, currently President of St. Jude Medical’s Cardiology Division, will become corporate Vice President of Business Development. Since joining St. Jude Medical in 2004 in his current role, Buckman has overseen a significant expansion of the Cardiology Division’s products and programs.

In addition, the Company is initiating several changes to enhance the efficiency and effectiveness of its sales and customer service operations in certain international geographies.

As a result of these restructuring plans, St. Jude Medical expects to incur a pre-tax charge of $25 million to $35 million during the third quarter of 2006.

About St. Jude Medical

St. Jude Medical is dedicated to making life better for cardiac, neurological and chronic pain patients worldwide through excellence in medical device technology and services. The Company has five major focus areas that include: cardiac rhythm management, atrial fibrillation, cardiac surgery, cardiology and neuromodulation.  Headquartered in St. Paul, Minn., St. Jude Medical employs approximately 11,000 people worldwide. For more information, please visit www.sjm.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expectations, plans and prospects for the Company, including potential clinical successes, regulatory approvals, anticipated future product launches, revenues, margins, earnings, and market shares. The statements made by the Company are based upon management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company’s control and the risk factors and other cautionary statements described in the Company’s filings with the SEC, including those described in the Company’s Annual Report on Form 10-K filed on March 16, 2006 (see Item 1A on pages 15-21) and in the Company’s Quarterly Report on Form 10-Q filed on August 7, 2006 (see page 31 and Item 1A on page 32). The Company does not intend to update these statements and undertakes no duty to any person to provide any such update under any circumstance.