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): December 5, 2012
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 1-12441 | 41-1276891 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One St. Jude Medical Drive, St. Paul, MN | 55117 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (651) 756-2000
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 7.01 Other Events.
On November 29, 2012, St. Jude Medical, Inc. (the “Company”) announced that its Board of Directors had authorized a share repurchase of up to $1 billion of its outstanding common stock. The Company intends to commence the share repurchases in the near future through a 10b5-1 Trading Plan.
Prior to entering into the 10b5-1 Trading Plan, the Company is hereby reaffirming its fourth quarter and full year 2012 sales by product category and earnings per share guidance. For convenience, the previously-issued sales expectations (by product category) and earnings per share guidance can be found in Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Previously-issued Sales Expectations and Earnings Guidance
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: December 5, 2012 | By: | /s/ Jason Zellers |
| Jason Zellers Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| 99.1 | Previously-issued Sales Expectations and Earnings Guidance |
Exhibit 99.1
Revenue (by product category):
| · | For the fourth quarter of 2012, we expect total Cardiac Rhythm Management product sales to be in the range of $660 million - $690 million. For the full year 2012, we expect total Cardiac Rhythm Management sales to be in the range of $2.832 billion to $2.862 billion. |
| · | For the fourth quarter of 2012, we expect Atrial Fibrillation product sales to be in the range of $220 million to $235 million. We expect our 2012 Atrial Fibrillation product sales to be in the range of $879 million to $894 million. |
| · | For the fourth quarter of 2012, we expect Cardiovascular product sales to be in the range of $325 million to $345 million. We expect our full year 2012 Cardiovascular product sales to be in the range of $1.315 billion to $1.335 billion. |
| · | For the fourth quarter of 2012, we expect sales of Neuromodulation products to be in the range of $110 million to $120 million. We expect full year 2012 Neuromodulation sales in the range of $420 million to $430 million. |
Earnings:
The Company expects its adjusted diluted net earnings per share for the fourth quarter to be in the range of $0.86-$0.88 and its adjusted diluted net earnings per share for full year 2012 to be in the range of $3.42 -$3.44.
2012 Earnings Guidance Reconciliation
| Fourth Quarter 2012 | Full Year 2012 | |||||||
| Estimated 2012 diluted net earnings per share | $ 0.70 - $ 0.72 | $ 2.70 - $ 2.72 | ||||||
| Restructuring actions | 0.15 | 0.54 | ||||||
| Impairment charge | - | 0.04 | ||||||
| License dispute settlement charge | - | 0.08 | ||||||
| Federal R&D tax credit 2012 extension | 0.01 (1) | 0.06 (1) | ||||||
| Estimated 2012 adjusted diluted net earnings per share (Non-GAAP) | $ 0.86 - $ 0.88 | $ 3.42 - $ 3.44 |
| (1) | The federal research and development tax credit has not yet been extended for 2012. The Company's above estimated 2012 adjusted diluted net earnings per share (Non-GAAP) assumes that the tax credit will be enacted for the full year 2012. |
Forward-Looking Statements
This exhibit 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, anticipated regulatory approvals and future product launches, and projected 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 Risk Factors and Cautionary Statements sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2012. The Company does not intend to update these statements and undertakes no duty to any person to provide any such update under any circumstance.