SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

Advanced Neuromodulation Systems, Inc.
(Name of Subject Company)

Advanced Neuromodulation Systems, Inc.
(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $.05 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)

00757T101
(CUSIP Number of Class of Securities)

Christopher G. Chavez
President and Chief Executive Officer
Advanced Neuromodulation Systems, Inc.
6901 Preston Road
Plano, Texas 75024
(972) 309-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)

With copies to each of:

Kenneth G. Hawari
General Counsel and Executive Vice President
Advanced Neuromodulation Systems, Inc.
6901 Preston Road
Plano, Texas 75024-2508
(972) 309-8000 Joseph Cialone, II
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, TX 77002-4995
(713) 229-1234

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        This Amendment No. 5 (this "Amendment") further amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, as amended through the date hereof (the "Statement"), originally filed with the Securities and Exchange Commission on October 19, 2005, by Advanced Neuromodulation Systems, Inc., a Texas corporation (the "Company"), relating to the third-party tender offer by Apollo Merger Corp., a Texas corporation ("Purchaser" or "Apollo") and a wholly-owned subsidiary of St. Jude Medical, Inc., a Minnesota corporation ("Parent" or "St. Jude Medical"), to purchase all of the issued and outstanding shares of common stock of the Company, par value $.05 per share (together with the associated rights issued pursuant to the Rights Agreement dated August 30, 1996 between Quest Medical, Inc. and KeyCorp Shareholder Services, Inc., as rights agent, as amended by the Amendment to Rights Agreement dated January 25, 2002 between the Company and Computershare Investor Services LLC and the Second Amendment to Rights Agreement dated October 14, 2005 between the Company and Computershare Investor Services LLC (as so amended, the "Rights Plan")) (the "Shares"), at a purchase price of $61.25 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal") (which, together with the Offer to Purchase and any amendments or supplements thereto, are referred to herein collectively as the "Offer"). The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(2) and (a)(3) this Statement, respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Statement. The purpose of this Amendment is to amend and supplement certain disclosure in the Statement and to attach a press release filed by St. Jude Medical on November 16, 2005.

Item 8. Additional Information.

        Item 8 of the Statement is hereby amended and supplemented by including the following at the end of the subsection entitled "Certain Other Matters":

Subsequent Offering Period

        At 12:00 midnight, New York City time, on Tuesday, November 15, 2005, the Offer expired. Parent issued a press release announcing that Purchaser accepted for purchase and payment in accordance with the terms of the Offer all Shares that were validly tendered as of the expiration of the Offer. According to Purchaser and Parent, approximately 15,769,679 Shares were validly tendered and not properly withdrawn as of the expiration of the Offer. Such tendered shares, together with approximately 2,257,821 Shares tendered subject to notices of guaranteed delivery prior to the expiration of the Offer, represent approximately 89% of the outstanding Shares.

        On November 16, 2005, Parent issued a press release announcing that Purchaser commenced a subsequent offering period in connection with the Offer, at 9:00 a.m., New York City time, on Wednesday, November 16, 2005. The subsequent offering period will expire at 12:00 midnight, New York City time, on Friday, November 18, 2005, unless extended. Purchaser and Parent have advised the Company that Shares properly tendered during this subsequent offering period will be accepted as they are tendered and paid for promptly as they are accepted and that shareholders who validly tender during this subsequent offering period will receive the same $61.25 per share cash consideration that is payable to shareholders who validly tendered during the initial offering period. Purchaser and Parent have further advised the Company that procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period, with the exception that pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, Shares tendered during the subsequent offering period may not be withdrawn.

        A copy of the press release issued by Parent regarding the above is attached hereto as Exhibit (a)(5)(xiv), and the information in the press release is incorporated herein by reference.

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Item 9.    Exhibits.

        The following Exhibits are attached hereto:

Exhibit Number	Description
(a)(1)	Letter to the shareholders of the Company, dated October 18, 2005.*
(a)(2)	Offer to Purchase, dated October 18, 2005.*
(a)(3)	Form of Letter of Transmittal.*
(a)(4)	Opinion of Piper Jaffray & Co., dated as of October 14, 2005 (included as Annex A to this Statement).*
(a)(5)(i)	Joint Press Release issued by the Company and St. Jude Medical on October 16, 2005 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company on October 17, 2005).
(a)(5)(ii)	Letter to employees of the subject company dated October 17, 2005 with attached fact sheet (incorporated by reference to Exhibit 99.1 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(iii)	Employee Questions and Annswers, dated October 17, 2005 (incorporated by reference to Exhibit 99.2 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(iv)	Subject company fact sheet (incorporated by reference to Exhibit 99.3 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(v)	Customer Letter, dated October 17, 2005 (incorporated by reference to Exhibit 99.4 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(vi)	Form of Clinical Studies Letter, dated October 17, 2005 (incorporated by reference to Exhibit 99.5 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(vii)	Form of Supplier Letter, dated October 17, 2005 (incorporated by reference to Exhibit 99.6 of the pre-commencement Solicitation/Recommendation Statement on Form 14D-9 filed by the Company on October 17, 2005).
(a)(5)(viii)	Form of letter to employees of the Company dated October 19, 2005.*
(a)(5)(ix)	International Customer Letter dated October 27, 2005.*
(a)(5)(x)	Press Release issued by the Company on October 27, 2005 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company on October 27, 2005).
(a)(5)(xi)	Employee Questions and Answers, Part II, dated October 27, 2005.*
(a)(5)(xii)	Press Release issued by St. Jude Medical on November 4, 2005.*
(a)(5)(xiii)	Press Release issued by St. Jude Medical on November 11, 2005.*
(a)(5)(xiv)	Press Release issued by St. Jude Medical on November 16, 2005.
(a)(6)(i)	Part 13 of the Texas Business Corporation Act.*
(a)(6)(ii)	Articles 5.11, 5.12, 5.13 and 5.16(E) of the Texas Business Corporation Act.*

(e)(1)	Agreement and Plan of Merger, dated as of October 15, 2005, among St. Jude Medical, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company on October 17, 2005).
(e)(2)	Information Statement of the Company, dated October 18, 2005 (included as Annex B hereto).*
(e)(3)	Confidentiality Agreement dated July 28, 2005 between the Company and St. Jude Medical.*
(e)(4)	Special Termination Agreement between the Company and Christopher G. Chavez, President and Chief Executive Officer, dated as of April 1, 2002.*
(e)(5)	Special Termination Agreement between the Company and Mr. Kenneth G. Hawari, General Counsel, Executive Vice President—Corporate Development and Secretary, dated as of April 1, 2002.*
(e)(6)	Special Termination Agreement between the Company and Mr. Scott F. Drees, Executive Vice President—Operations, dated as of May 25, 2001.*
(e)(7)	Special Termination Agreement between the Company and Mr. F. Robert Merrill, III, Chief Financial Officer, dated as of May 25, 2001.*
(e)(8)	Special Termination Agreement between the Company and Mr. James P. Calhoun, Vice President—Human Resources, dated as of May 25, 2001.*
(e)(9)	Special Termination Agreement between the Company and Mr. John H. Erickson, Vice President—Research & Development, dated as of May 25, 2001.*
(e)(10)	Special Termination Agreement between the Company and Mr. Stuart B. Johnson, Vice President—Manufacturing, dated as of May 25, 2001.*
(e)(11)	Second Amendment to Rights Agreement, dated as of October 14, 2005.*
(g)	Not applicable.

*

Previously filed.

EX-99.(A)(5)(XIV)

Exhibit (a)(5)(xiv)

News Release...

			St. Jude Medical One Lillehei Plaza St. Paul, Minnesota 55117 (651) 483.2000 www.sjm.com
Contacts	Laura Merriam Investor Relations (651) 766-3029	Angela Craig Media Relations (651) 481-7789

St. Jude Medical Acquires Approximately 89% Of
Advanced Neuromodulation Systems; Announces Subsequent Offering Period

ST. PAUL, MN, November 16, 2005—St. Jude Medical, Inc. (NYSE:STJ) announced today that the tender offer for all of the outstanding shares of common stock of Advanced Neuromodulation Systems, Inc. (NASDAQ:ANSI) expired at midnight, Eastern Time, Tuesday, November 15, 2005. St. Jude Medical has accepted for purchase and payment all of the shares that were validly tendered as of the expiration of the offer. The preliminary results of the offer show that approximately 15,769,679 shares of ANS common stock were validly tendered and not properly withdrawn as of the expiration date, satisfying the minimum condition for the tender offer. Such tendered shares, together with approximately 2,257,821 shares subject to notices of guaranteed delivery (for a total of approximately 18,027,500 ANS shares), represent approximately 89% of ANS's outstanding shares.

As described in the Offer to Purchase, St. Jude Medical and ANS are providing for a subsequent offering period which begins today at 9:00 a.m., Eastern Time, and expires at midnight, Eastern Time, on Friday, November 18, 2005. During this subsequent offering period, shares of ANS common stock will be accepted and promptly paid for as they are tendered. The same per share consideration paid during the initial offering period, $61.25 net per share in cash, will be paid during the subsequent offering period. Shares of ANS common stock tendered during the subsequent offering period may not be withdrawn.

MacKenzie Partners, Inc. is acting as information agent in connection with the tender offer and can be contacted at (800) 322-2885 (toll free) or (212) 929-5500 (collect). The Dealer Manager for the tender offer is Banc of America Securities LLC.

About St. Jude Medical
St. Jude Medical, Inc. (www.sjm.com) is dedicated to the design, manufacture and distribution of innovative medical devices of the highest quality, offering physicians, patients and payers outstanding clinical performance and demonstrated economic value.

About ANS
ANS (www.ANS-medical.com) designs, develops, manufacturers and markets implantable systems used to manage chronic intractable pain and other disorders of the central nervous system.

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Forward-Looking Statements
Any statements made regarding the proposed transaction between St. Jude Medical, Inc. and Advanced Neuromodulation Systems, Inc., the expected timetable for completing the transaction, successful integration of the business, benefits of the transaction, potential clinical success, regulatory approvals, anticipated future product launches, revenues, earnings, expected repayment of debt, market shares, market growth, market segment growth, new indications, and any other statements regarding St. Jude Medical's or ANS's future expectations, beliefs, goals or prospects are forward-looking statements which are subject to risks and uncertainties, such as those described under or incorporated by reference in the Cautionary Statements section in Item 2 of St. Jude Medical's Quarterly Report on Form 10-Q filed on November 8, 2005 (see page 35), and in Item 8.01 of ANS's Current Report on Form 8-K filed on October 17, 2005, and in the Outlook and Uncertainties section in ANS's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (see page 26), and ANS's Annual Report on Form 10-K for the year ended December 31, 2004 (see page 26). Actual results may differ materially from anticipated results.

Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of ANS. St. Jude Medical has filed a tender offer statement with the Securities and Exchange Commission (SEC) and ANS has filed a solicitation/recommendation statement with respect to the offer. ANS shareholders are advised to read the tender offer statement regarding the acquisition of ANS referenced in this news release, and the related solicitation/recommendation statement. The tender offer statement and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect the offer. These documents are available at no charge on the SEC's web site at www.sec.gov. Shareholders may also obtain copies of these documents without charge by requesting them from MacKenzie Partners, Inc., (800) 322-2885 (toll free) or (212) 929-5500 (collect), the Information Agent for the tender offer.

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