S-8

As filed with the Securities and Exchange Commission on August 8, 2012

Registration No. 333-_______
 

UNITED STATES
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
(State or other jurisdiction
of incorporation or organization) 41-1276891
(I.R.S. Employer
Identification No.)

One St. Jude Medical Drive
St. Paul, Minnesota 55117
(Address of principal executive offices,
including zip code)

St. Jude Medical, Inc. management savings plan

(Full title of the plan)

Jason A. Zellers
Vice President, General Counsel and Corporate Secretary
St. Jude Medical, Inc.
One St. Jude Medical Drive
St. Paul, Minnesota 55117
(651) 756-2000
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer S	Accelerated filer £
Non-accelerated filer £	Smaller reporting company £
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Deferred Compensation Obligations (1)	$100,000,000	100%	$100,000,000	$11,460

(1) The Deferred Compensation Obligations are unsecured obligations to pay deferred compensation in the future in accordance with the terms of the St. Jude Medical, Inc. Management Savings Plan.

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “SEC”) by St. Jude Medical, Inc.(“we,” “us,” “our” or “St. Jude”), are incorporated by reference in this registration statement:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011;

(b) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012 and June 30, 2012; and

(c) Our Current Report on Form 8-K filed on May 4, 2012.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 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 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.

The securities offered hereby are deferred compensation obligations, which are being offered to eligible employees of St. Jude and its participating affiliates under the St. Jude Medical, Inc. Management Savings Plan (the “MSP”). The MSP permits participants to defer, in accordance with the terms of the MSP, base salary and cash incentive compensation (each a “Cash Deferral”). The amount of compensation to be deferred by each participant will be based on elections by each participant under the terms of the MSP. Participants’ accounts may be credited with certain amounts specified in the MSP related to matching contributions on deferrals in excess of the annual compensation limits for participation in 401(k) plans imposed by the Internal Revenue Code. Participants’ accounts may also be credited with discretionary amounts as determined by the Compensation Committee of St. Jude’s Board of Directors.

The deferred amounts described above (including the Cash Deferrals and additional amounts credited to a participant’s account) will be credited with earnings and investment gains and losses by assuming that the amount was invested in one or more investment alternatives selected by the participant in accordance with the terms of the MSP. The deemed investment alternatives include various investment funds with different degrees of risk. Participants may reallocate amounts among the various investment alternatives on a daily basis. The deferrals will not actually be invested in the investment alternatives available under the MSP. These deemed investment alternatives are merely measuring tools to determine the value of the participant’s account under the MSP. Although a “rabbi trust” has been established which holds assets that are used solely to pay benefits to MSP participants, there is no requirement to actually purchase these investments with trust assets. Participants do not have any preferential right to any assets in the trust.

The obligations to make payments under the MSP are unsecured obligations and are subject to the claims of general creditors. These obligations will rank equally with other unsecured indebtedness from time to time outstanding. All amounts payable to participants under the MSP are denominated in U.S. dollars and will be payable on the date or dates selected by each participant in accordance with the terms of the MSP or on such other date or dates as specified in the MSP. Rights to payment under the MSP are not convertible into another security.

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The MSP may be amended prospectively or terminated at any time. No amendment will reduce a participant’s account balance as of the date of such amendment. In no event will St. Jude be responsible for any decline in a participant’s account balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of one or more investment alternatives.

A participant’s rights or the rights of any other person to receive payment of deferred compensation obligations may not be sold, assigned, transferred, pledged, garnished or encumbered, except by a written designation of a beneficiary under the MSP.

The foregoing summarizes the material terms and provisions of the deferred compensation obligations. It is not a complete legal description of the deferred compensation obligations, and is qualified in its entirety by reference to the MSP.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 521 of the Minnesota Business Corporation Act provides that a company shall, subject to certain limitations, indemnify officers and directors made or threatened to be made a party to a proceeding by reason of that officer or director’s former or present official capacity with the company. As required, we will indemnify that person against judgments, penalties, fines, settlements and reasonable expenses if the officer or director:

· has not been indemnified by another organization;

· acted in good faith;

· has not received an improper personal benefit and Section 255 regarding director conflicts of interests, if applicable, has been satisfied;

· assuming the case is a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful; and

· reasonably believed that the conduct was in the best interests of the company or, in the case of an officer or director who is or was serving at the request of the company as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the company.

Article XIV of our Articles of Incorporation, as amended, provides that, to the fullest extent permissible under the Minnesota Business Corporation Act, our directors shall not be liable to St. Jude or our shareholders for monetary damages for breach of fiduciary duty as a director.

Article VII of our Bylaws, as amended and restated, provides that we shall indemnify our officers and directors under such circumstances and to the extent permitted by Section 521 of the Minnesota Business Corporation Act described above.

We enter into indemnification agreements with our directors and officers. The indemnification agreements provide that we shall, subject to certain limitations, indemnify our directors and officers who are made or threatened to be made a party to a proceeding by reason of their former or present official capacities with St. Jude. The circumstances under which we will indemnify our directors or officers against judgments, penalties, fines, settlements and reasonable expenses pursuant to these indemnification agreements are the same as those provided in Section 521 of the Minnesota Business Corporation Act described above.

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We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers St. Jude for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1	St. Jude Medical, Inc. Management Savings Plan, restated effective January 1, 2008 (incorporated by reference to Exhibit 10.1 of St. Jude’s Current Report on Form 8-K filed on October 29, 2008).
4.2	First Amendment, effective as of January 1, 2010, to the St. Jude Medical, Inc. Management Savings Plan.
5.1	Opinion of Dorsey & Whitney LLP.
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney.

Item 9. Undertakings.

(a) 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, as amended (the “Securities Act”);

(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act, 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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 August 8, 2012.

ST. JUDE MEDICAL, INC.
By	s/ John C. Heinmiller
	John C. Heinmiller Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 8, 2012.

Signature		Title
*		President, Chief Executive Officer and Chairman
Daniel J. Starks		(principal executive officer)
/s/ John C. Heinmiller		Executive Vice President and Chief Financial Officer
John C. Heinmiller		(principal financial and accounting officer)
*		Director
John W. Brown
*		Director
Richard R. Devenuti
*		Director
Stuart M. Essig
*		Director
Thomas H. Garrett III
*		Director
Barbara B. Hill
*		Director
Michael A. Rocca
*		Director
Wendy L. Yarno
*By:	/s/ Jason A. Zellers
	Jason A. Zellers Attorney-in-Fact

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Exhibit Index

Exhibit Number	Description
4.1	St. Jude Medical, Inc. Management Savings Plan, restated effective January 1, 2008 (incorporated by reference to Exhibit 10.1 of St. Jude’s Current Report on Form 8-K filed on October 29, 2008).
4.2	First Amendment, effective as of January 1, 2010, to the St. Jude Medical, Inc. Management Savings Plan.
5.1	Opinion of Dorsey & Whitney LLP.
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney.

EX-4.2

Exhibit 4.2

FIRST AMENDMENT TO THE
ST. JUDE MEDICAL, INC.
MANAGEMENT SAVINGS PLAN

THIS INSTRUMENT, amending the St. Jude Medical, Inc. Management Savings Plan as restated effective January 1, 2008, is adopted by St. Jude Medical, Inc., a Minnesota corporation, (the “Employer”), and shall be effective as of January 1, 2010.

RECITALS

WHEREAS, the Employer has heretofore established and maintains a Management Savings Plan (the “Plan”) that is currently embodied in a document dated January 1, 2008, as amended; and

WHEREAS, the Compensation Committee, at a meeting held in December 2009, determined that no further discretionary contributions be made to the Plan for the Plan Year ending December 31, 2009 and for future years; and

WHEREAS, the Employer desires to formally amend the Plan for incorporate such plan design change into the document;

NOW, THEREFORE, the first paragraph of Section 4.4 of the Plan is amended to read as follows:

In addition to any amounts deferred by a Participant under Section 4.2 and the matching amounts that may be credited to the Participant’s Matching Amount Account under Section 4.3, for each Plan Year, discretionary amounts may be credited to a Discretionary Amount Account of the Participant provided that the Participant is an employee of the Company or another Participating Employer as of the last day of the Plan Year and determined in accordance with the provisions of this Section 4.4. Authorization for any discretionary amounts pursuant to this Section 4.4 shall be by written resolution duly authorized by the Compensation Committee, which resolution shall specify the amount of the contribution (whether in terms of dollars, percentage of net profits, or percentage of Participant Compensation), the period to which the discretionary amount is to be allocated, and any other terms applicable to such contribution. Unless otherwise specified, such resolution shall apply only to the contribution so authorized, and shall not authorize any such discretionary amount for any future period. In the event no resolution is adopted by the Compensation Committee or its delegate, no discretionary amount shall be authorized, or presumed.

IN WITNESS WHEREOF, St. Jude Medical, Inc. has caused this First Amendment to be executed by its officer, who has been duly authorized by the Board of Directors, effective as of the dates specified herein.

ST. JUDE MEDICAL, INC.
By	/s/ Pamela S. Krop
Its	V.P., General Counsel, Corp. Secretary
Date	4-6-2010

EX-5.1

Exhibit 5.1

[Dorsey & Whitney LLP Letterhead]
 
August 8, 2012

St. Jude Medical, Inc.
One St. Jude Medical Drive
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 registration of the offer and sale by the Company of up to $100,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”) under the St. Jude Medical, Inc. Management Savings Plan (as in effect on the date of this opinion, 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. 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. 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 Deferred Compensation Obligations have been duly authorized by the Company and, when created in accordance with the terms of the Plan, will be valid and binding obligations of the Company, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting creditors’ remedies and by general principles of equity.

To the extent that the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pertain to provisions of the Plan, such provisions comply with the ERISA requirements.

Our opinions expressed above are limited to the laws of the State of Minnesota.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/    Dorsey & Whitney LLP

ALS/MJV

EX-23.2

Exhibit 23.2

CONSENT OF Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the St. Jude Medical, Inc. Management Savings Plan of our reports dated February 29, 2012, with respect to the consolidated financial statements and schedule of St. Jude Medical, Inc. and the effectiveness of internal control over financial reporting of St. Jude Medical, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/   Ernst & Young LLP

Minneapolis, Minnesota
August 7, 2012

EX-24.1

Exhibit 24.1

power of attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel J. Starks, John C. Heinmiller and Jason A. Zellers, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign one or more Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the registration of deferred compensation obligations under the St. Jude Medical, Inc. Management Savings Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 31st day of July, 2012, by the following persons:

Signature	Title
/s/ Daniel J. Starks	President, Chief Executive Officer and Chairman
Daniel J. Starks	(principal executive officer)
/s/ John C. Heinmiller	Executive Vice President and Chief Financial Officer
John C. Heinmiller	(principal financial and accounting officer)
/s/ John W. Brown	Director
John W. Brown
/s/ Richard R. Devenuti	Director
Richard R. Devenuti
/s/ Stuart M. Essig	Director
Stuart M. Essig
/s/ Thomas H. Garrett III	Director
Thomas H. Garrett III
/s/ Barbara B. Hill	Director
Barbara B. Hill
/s/ Michael A. Rocca	Director
Michael A. Rocca
/s/ Wendy L. Yarno	Director
Wendy L. Yarno