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): July 19, 2013
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective July 19, 2013, Mr. Stefan K. Widensohler was appointed to the Board of Directors (the “Board”) of St. Jude Medical, Inc. (the “Company”) in the class of directors whose term will expire at the Company’s annual shareholders meeting in 2014. He has also been appointed to the Audit Committee of the Board. Mr. Widensohler previously served on the Company’s Board from 2001 – 2010. Mr. Widensohler is currently the Proprietor, CEO and President of the Krauth Medical Group. The Board has determined that Mr. Widensohler is independent under the Company’s Principles of Corporate Governance and bylaws and the NYSE listing standards.
A copy of the press release announcing the appointment of Mr. Widensohler is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) | Exhibits: |
99.1 | Press release regarding appointment of Stefan K. Widensohler dated July 22, 2013. |
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: July 22, 2013 | By: | /s/ Jason Zellers |
Jason Zellers Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
99.1 | Press release issued by St. Jude Medical, Inc. on July 22, 2013. |
Exhibit 99.1
St. Jude Medical, Inc. Global Headquarters One St. Jude Medical Drive St. Paul, MN 55117-9913 USA Tel 651 756 2000 sjm.com |
News Release
CONTACTS: | |||
J.C. Weigelt | Amy Jo Meyer | ||
Investor Relations | Media Relations | ||
Tel 651 756 4347 | Tel 651 756 3029 | ||
jweigelt@sjm.com | ameyer@sjm.com |
St. Jude Medical Appoints Stefan Widensohler to its Board of Directors
ST. PAUL, Minn. – July 22, 2013 – St. Jude Medical, Inc. (NYSE:STJ), a global medical device company, today announced the appointment of Stefan Widensohler – Proprietor, Chief Executive Officer and President of the KRAUTH Medical Group – to its board of directors, effective July 19, 2013.
Mr. Widensohler has been Proprietor, CEO and President of KRAUTH Medical Group since 1992, a leading European medical distribution and service company that has served various European markets. Mr. Widensohler previously served as a Director of St. Jude Medical from 2001 to 2010. His areas of expertise include global sales and marketing of health care products and services, reimbursement, public policy and e-commerce. With over 30 years of health care industry experience, Mr. Widensohler has been an active investor and board member of various medical technology companies. Mr. Widensohler is a Director of MyoPowers Medical Technologies and LDR Holding Corp., and has also been Deputy Chairman of BVMed, the German medical technology association, since 2002. Mr. Widensohler is a graduate of the Private Academy of Economics in Bad Harzburg, Germany.
"We are very pleased to have Stefan Widensohler return to the St. Jude Medical board of directors," said St. Jude Medical Chairman, President and Chief Executive Officer Daniel J. Starks. "Stefan brings to the Board substantial international health care expertise that will be invaluable to our board as St. Jude Medical continues to grow on a global basis."
About St. Jude Medical
St. Jude Medical develops medical technology and services that focus on putting more control into the hands of those who treat cardiac, neurological and chronic pain patients worldwide. The company is dedicated to advancing the practice of medicine by reducing risk wherever possible and contributing to successful outcomes for every patient. St. Jude Medical is headquartered in St. Paul, Minn. and has four major focus areas that include: cardiac rhythm management, atrial fibrillation, cardiovascular and neuromodulation. For more information, please visit 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, 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 29, 2012 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2013. The Company does not intend to update these statements and undertakes no duty to any person to provide any such update under any circumstance.