424B7 1 stjude073767_424b7.htm PROSPECTUS SUPPLEMENT 1 TO PROSPECTUS FILED 8-31-2007 St. Jude Medical, Inc. Form 424(b)(7) dated September 14, 2007

Supplement No. 1 to Prospectus
dated August 31, 2007

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-145833

 

$1,200,000,000

1.22% Convertible Senior Debentures Due 2008

and Common Stock Issuable

Upon Conversion of the Debentures

This supplement no. 1 to the prospectus dated August 31, 2007 (the Prospectus) relates to the resale by certain selling securityholders of our 1.22% Convertible Senior Debentures due 2008 (the Debentures) and any shares of our common stock issuable upon conversion of the Debentures.

You should read this prospectus supplement no. 1 together with the Prospectus, which should be delivered with this prospectus supplement no. 1. This prospectus supplement no. 1 is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement no. 1 is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement no. 1 supersedes or supplements certain information contained in the Prospectus. The terms of the Debentures are set forth in the Prospectus.

Investing in the Debentures and our common stock involves risks. See “Risk Factors” beginning on page 5 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement no. 1 or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus supplement no. 1 constitutes the offer by the selling securityholders named below of $264,940,000 principal amount of the Debentures and any shares of our common stock issuable upon conversion of those Debentures. 

The table under the caption “Selling Securityholders” beginning on page 52 of the Prospectus is hereby:

 

supplemented by adding to it the information regarding certain selling securityholders set forth in the table entitled “Additional Selling Securityholders” below; and

 

amended by replacing the information in the Prospectus regarding the selling securityholders identified in the table entitled “Revised Information Regarding Selling Securityholders” below with the information set forth in the table entitled “Revised Information Regarding Selling Securityholders” below.

We prepared these tables based on information supplied to us by the selling securityholders named in the tables below on or prior to September 13, 2007. Information about the selling securityholders may change over time.

We have assumed for purposes of the tables below that the selling securityholders will sell all of the Debentures and all of the common stock issuable upon conversion of the Debentures pursuant to this prospectus supplement no. 1 and the Prospectus, and that any other shares of our common stock beneficially owned by the selling securityholders will continue to be beneficially owned by such selling securityholders.

Except as set forth below, none of the selling securityholders has had within the past three years any material relationship with us or any of our predecessors or affiliates.




The selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their Debentures since the date on which they provided the information regarding their Debentures in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.

Selling Securityholders

Additional Selling Securityholders

 

Selling Securityholder(1)

 

Principal
Amount
of Debentures
That May
Be Sold

 

Percentage of
Debentures
Outstanding

 

Shares of
Common Stock
Offered(2)(3)

 

Shares of
Common Stock
Beneficially
Owned After
the Offering(4)

 

Basso Fund Ltd.

 

$

200,000

 

0.02

%

3,842

 

 

Basso Holdings Ltd.

 

$

3,850,000

 

0.32

%

73,958

 

 

Basso Multi-Strategy Holding Fund Ltd.

 

$

950,000

 

0.08

%

18,249

 

 

Fore Convertible Master Fund Ltd.

 

$

10,000

 

0.00

%

192

 

 

Lehman Brothers Inc.

 

$

12,000,000

 

1.00

%

230,521

 

 

The Northwestern Mutual Life Insurance Company-General Account

 

$

2,200,000

 

0.18

%

42,262

 

1,062,800

(5)

The Northwestern Mutual Life Insurance Company-Group Annuity Separate Account

 

$

300,000

 

0.03

%

5,763

 

1,062,800

(5)

Tempo Master Fund LP

 

$

20,000,000

 

1.67

%

384,202

 

 

Wachovia Capital Markets LLC (6)

 

$

9,300,000

 

0.78

%

178,653

 

 


 

Revised Information Regarding Selling Securityholders

 

Selling Securityholder(1)

 

Principal
Amount

of Debentures
That May
Be Sold

 

Percentage of
Debentures
Outstanding

 

Shares of
Common Stock
Offered(2)(3)

 

Shares of
Common Stock
Beneficially
Owned After
the Offering(4)

 

Advent Convertible Arb Master

 

$

17,698,000

 

1.47

%

339,980

 

 

Aristeia International Limited

 

$

108,948,000

 

9.08

%

2,092,901

 

 

Aristeia Partners LP

 

$

13,552,000

 

1.13

%

260,335

 

 

Citigroup Global Markets Inc. (6)

 

$

25,000,000

 

2.08

%

480,252

 

 

Credit Suisse Securities (USA) LLC

 

$

31,030,000

 

2.59

%

569,089

 

 

Forest Global Convertible Master Fund, L.P.

 

$

4,250,000

 

0.35

%

81,642

 

 

Forest Multi-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segrated Portfolio

 

$

137,000

 

0.01

%

2,631

 

 

HFR CA Global Opportunity Master Trust

 

$

1,435,000

 

0.12

%

27,566

 

 

HFR RVA Op Master Trust Fund

 

$

358,000

 

0.03

%

6,877

 

 

HFR RVA Select Performance Master Trust

 

$

235,000

 

0.02

%

4,514

 

 

Institutional Benchmarks Master Fund Ltd.

 

$

920,000

 

0.08

%

17,673

 

 

Institutional Benchmarks Series Ltd.

 

$

1,574,000

 

0.13

%

30,236

 

 

LLT Limited

 

$

630,000

 

0.05

%

12,102

 

 

Lyxor/Forest Fund Limited

 

$

7,393,000

 

0.62

%

142,020

 

 

Lyxor Master Trust Fund

 

$

370,000

 

0.03

%

7,107

 

 

Pimco Convertible Fund

 

$

2,600,000

 

0.22

%

49,946

 

 

 

_________________________

(1)        Information regarding the selling securityholders may change from time to time. Any such changed information will be set forth in additional supplements to the Prospectus if required.




(2)        Assumes for each $1,000 in principal amount of Debentures that 19.2101 shares of common stock could be received upon conversion. This conversion rate is subject to adjustment as described under “Description of the Debentures—Conversion Rights” on page 21 of the Prospectus. As a result, the number of shares of common stock issuable upon conversion of the Debentures may increase or decrease in the future. Excludes shares of common stock that may be issued by us upon the conversion of the Debentures as described under “Description of the Debentures—Payment upon Conversion—Make-Whole Amount and Adjustments for Conversion After a Public Acquirer Change of Control” on page 29 of the Prospectus. In addition, excludes fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from the conversion of the Debentures, as described under “Description of the Debentures—Payment upon Conversion” on page 24 of the Prospectus.

(3)        Based on 341,270,927 shares of common stock outstanding as of August 24, 2007, no selling securityholder identified above would own 1% or more of our common stock after an offering and sale of all shares issuable upon conversion of the Debentures. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holder’s Debentures, but we did not assume conversion of any other holder’s Debentures.

(4)        For purposes of computing the number and percentage of Debentures and shares of common stock to be held by the selling securityholders after the conclusion of this offering, we have assumed for purposes of the table above that the selling securityholders named above will sell all of the Debentures and all of the common stock issuable upon conversion of the Debentures offered by this prospectus supplement no. 1, and that any other shares of our common stock beneficially owned by these selling securityholders will continue to be beneficially owned by such selling securityholders.

(5)        The Northwestern Mutual Life Insurance Company-General Account owns 347,000 shares of our common stock and The Northwestern Mutual Life Insurance Company-Group Annuity Separate Account owns 161,000 shares of our common stock. The Northwestern Mutual Life Insurance Company and its affiliates collectively beneficially own 1,062,800 shares of our common stock, including the shares of common stock set forth in the table above. Northwestern Investment Management Company, LLC and Mason Street Advisors, LLC are investment advisers to Northwestern Mutual Life Insurance Company and certain of its affiliates, and therefore may be deemed to be indirect beneficial owners with shared voting power and investment power with respect to such common stock.

(6)        An affiliate of this entity is a lender under our $1.0 billion multi-year credit facility and may receive customary fees in connection therewith.

 

The date of this prospectus supplement no. 1 is September 14, 2007.