-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Be7ZcE/6WwCQV8BnBh0U0pxc7hvWZ2NSt68B4oPhtt2mTLmwELsLw4V/Hj1QAedN sZ5FWrM04t5PPOXNANsOVA== 0000897101-01-500469.txt : 20010808 0000897101-01-500469.hdr.sgml : 20010808 ACCESSION NUMBER: 0000897101-01-500469 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010807 EFFECTIVENESS DATE: 20010807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDTRONIC INC CENTRAL INDEX KEY: 0000064670 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 410793183 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-66978 FILM NUMBER: 1699261 BUSINESS ADDRESS: STREET 1: 7000 CENTRAL AVE NE STREET 2: MS 316 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 BUSINESS PHONE: 6125744000 S-8 1 medtronic012743_s8.txt MEDTRONIC, INC. FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDTRONIC, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-0793183 (State of Incorporation) (I.R.S. Employer Identification Number) 710 Medtronic Parkway Minneapolis, Minnesota 55432 (Address of Principal Executive Office and Zip Code) MEDTRONIC, INC. 1994 STOCK AWARD PLAN (Full Title of the Plan) Carol E. Malkinson Senior Legal Counsel and Assistant Secretary Medtronic, Inc. 710 Medtronic Parkway Minneapolis, Minnesota 55432 (763) 514-4000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ------------------------- --------------------- ----------------------- ------------------------- ---------------- Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered (1) Offering Price Per Aggregate Offering Registration Share (2) Price (2) Fee - ------------------------- --------------------- ----------------------- ------------------------- ---------------- Common stock, $0.10 par 50,000,000 value (3) shares $46.105 $2,305,250,000 $576,312.50 - ------------------------- --------------------- ----------------------- ------------------------- ----------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on August 3, 2001. (3) Each share of Common Stock includes a Preferred Stock Purchase Right pursuant to the Registrant's Shareholder Rights Plan. -1- The contents of the Registrant's Form S-8 Registration Statement, Registration No. 33-55329 dated September 1, 1994, and Registration No. 333-44766 dated August 29, 2000 relating to the 1994 Stock Award Plan, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 4.1 Medtronic Restated Articles of Incorporation, as amended to date (Exhibit 3.1).(a) 4.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(b) 4.3 Form of Rights Agreement, dated as of October 26, 2000, between Medtronic, Inc. and Wells Fargo Bank Minnesota, National Association, including as: Exhibit A, thereto the form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Shares of Medtronic, Inc.; and Exhibit B, the form of Preferred Stock Purchase Right Certificate (Exhibit 4.1).(c) 5 Opinion of counsel as to the legality of securities being registered. 23.1 Consent of counsel (contained in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney 99 Medtronic, Inc. 1994 Stock Award Plan (Amended and Restated as of April 30, 2000) (Exhibit 10.1).(d) - ------------------ (a) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 27, 2001, filed with the Commission on July 26, 2001. (b) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 30, 1996, filed with the Commission on July 24, 1996. (c) Incorporated by reference to the cited exhibit in Medtronic's Report on Form 8-A, filed with the Commission on November 3, 2000. (d) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 21, 2000. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Minneapolis and State of Minnesota, on August 1, 2001. MEDTRONIC, INC. By: /s/ Arthur D. Collins --------------------------------- Arthur D. Collins, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Dated: August 1, 2001 By: /s/ Arthur D. Collins --------------------------------- Arthur D. Collins, Jr. President and Chief Executive Officer Dated: August 1, 2001 By: /s/ Robert L. Ryan --------------------------------- Robert L. Ryan Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Michael R. Bonsignore* William R. Brody, M.D., Ph.D.* Paul W. Chellgren* Arthur D. Collins, Jr.* William W. George* Directors Antonio M. Gotto, Jr., M.D., D. Phil.* Bernadine P. Healy, M.D.* Glen D. Nelson, M.D.* Denise M. O'Leary* Jean-Pierre Rosso* Jack W. Schuler* Gordon M. Sprenger* *David J. Scott, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons. Dated: August 1, 2001 By: /s/ David J. Scott --------------------------------- David J. Scott Attorney-In-Fact -3- MEDTRONIC, INC. Form S-8 Registration Statement EXHIBIT INDEX Exhibit Number Exhibit Description ------ ------------------- 4.1 Medtronic Restated Articles of Incorporation, as amended to date (Exhibit 3.1).(a) 4.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(b) 4.3 Form of Rights Agreement, dated as of October 26, 2000, between Medtronic, Inc. and Wells Fargo Bank Minnesota, National Association, including as: Exhibit A, thereto the form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Shares of Medtronic, Inc.; and Exhibit B, the form of Preferred Stock Purchase Right Certificate (Exhibit 4.1).(c) 5 Opinion of counsel as to the legality of securities being registered. 23.1 Consent of counsel (contained in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney 99 Medtronic, Inc. 1994 Stock Award Plan (Amended and Restated as of April 30, 2000) (Exhibit 10.1).(d) - ------------------ (a) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 27, 2001, filed with the Commission on July 26, 2001. (b) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 30, 1996, filed with the Commission on July 24, 1996. (c) Incorporated by reference to the cited exhibit in Medtronic's Report on Form 8-A, filed with the Commission on November 3, 2000. (d) Incorporated by reference to the cited exhibit in Medtronic's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 21, 2000. -4- EX-5 3 medtronic012743_ex-5.txt EXHIBIT 5 OPINION RE: LEGALITY EXHIBIT 5 August 6, 2001 Medtronic, Inc. 710 Medtronic Parkway Minneapolis, Minnesota 55432 Ladies/Gentlemen: I have acted as counsel to Medtronic, Inc., a Minnesota corporation (the "Company"), and have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about August 6, 2001 in connection with the registration under the Securities Act of 1933, as amended, of 50,000,000 additional shares of the Company's common stock, par value $0.10 per share (the "Shares"), reserved for issuance under the Company's 1994 Stock Award Plan. I have examined such corporate records and other documents and have reviewed such matters of law as I have deemed relevant hereto and, based upon such examination and review, it is my opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares and that, when issued and sold as contemplated in the Registration Statement, the Shares will be legally issued, fully paid and nonassessable under the current laws of the State of Minnesota. The foregoing opinions are limited to the laws of the state of Minnesota and the federal laws of the United States of America. I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Carol E. Malkinson Carol E. Malkinson Senior Legal Counsel and Assistant Secretary EX-23 4 medtronic012743_ex23-2.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 22, 2001, except for Note 3 and Note 15, which are as of July 18, 2001 relating to the consolidated financial statements, which appears in the 2001 Annual Report to Shareholders of Medtronic, Inc., which is incorporated by reference in Medtronic's Annual Report on Form 10-K for the year ended April 27, 2001. We also consent to the incorporation by reference of our report dated May 22, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Minneapolis, Minnesota August 6, 2001 EX-24 5 medtronic012743_ex-24.txt EXHIBIT 24 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Each of the undersigned directors and officers of Medtronic, Inc., a Minnesota corporation ("Medtronic"), hereby constitutes and appoints ARTHUR D. COLLINS, JR. and DAVID J. SCOTT, or either of them, their true and lawful attorney's-in-fact and agents, each with full power and authority to act as such without the other, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments that any of said attorneys and agents may deem necessary or advisable in connection with Medtronic's registration of shares underlying any stock award plans or programs of Minimed Inc. and Medical Research Group in compliance with the Securities Act of 1933, as amended, with any regulations, rules or requirements of the Securities and Exchange Commission thereunder, and with any state Blue Sky laws or regulations in connection therewith, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned to the registration Statement on Form S-8 therefore, to any amendment to such Registration Statement, and to any instrument or document filed with said Commission as a part of or in connection with such registration Statement or any amendment thereto; and the undersigned hereby ratify and confirm all that said attorneys and agents, or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof. /s/ Michael R. Bonsignore /s/ Antonio M.Gotto ------------------------- -------------------- Michael R. Bonsignore Antonio M. Gotto, Jr., M.D., D.Phil. /s/ William R. Brody /s/ Bernadine P. Healy -------------------- ---------------------- William R. Brody, M.D., Ph.D. Bernadine P. Healy, M.D. /s/ Paul W. Chellgren /s/ Glen D. Nelson --------------------- ------------------ Paul W. Chellgren Glen D. Nelson, M.D. /s/ Arthur D. Collins, Jr. /s/ Denise M. O'Leary -------------------------- --------------------- Arthur D. Collins, Jr. Denise M. O'Leary /s/ Jean-Pierre Rosso ---------------------------- --------------------- Frank L. Douglas, M.D., Ph.D Jean-Pierre Rosso /s/ William W. George /s/ Jack W. Schuler ---------------------- ------------------- William W. George Jack W. Schuler /s/ Gordon M. Sprenger ------------------- Gordon M. Sprenger -----END PRIVACY-ENHANCED MESSAGE-----