-----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, IL3gc91K1Wz5vm+plo8mmUWnUfpRID5LeruhR6qJUgl3/Pv+hBxQLYS9lktpVTfK teHbko0rCiZwu873o0bD9w== 0000914190-00-000347.txt : 20001221 0000914190-00-000347.hdr.sgml : 20001221 ACCESSION NUMBER: 0000914190-00-000347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001220 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: 8-K SEC ACT: SEC FILE NUMBER: 001-07707 FILM NUMBER: 792536 BUSINESS ADDRESS: STREET 1: 7000 CENTRAL AVE NE STREET 2: MS 316 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 BUSINESS PHONE: 6125744000 8-K 1 0001.txt FORM 8-K 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 19, 2000 Medtronic, Inc. (Exact Name of Registrant as Specified in Its Charter) Minnesota (State of Other Jurisdiction of Incorporation) 1-7707 41-0793183 (Commission File Number) (I.R.S. Employer Identification No.) 7000 Central Avenue Northeast Minneapolis, Minnesota 55432 (Address of Principal Executive Offices) (Zip Code) (763) 514-4000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5 Other Events. On December 19, 2000, Medtronic, Inc. issued a press release announcing calculation of the conversion ratio for the proposed acquisition of PercuSurge, Inc. A copy of the press release is filed as Exhibit 99 to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: Not Applicable. (b) Pro Forma Financial Information: Not Applicable. (c) Exhibits: See Exhibit Index on page following Signatures. SIGNATURES 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. MEDTRONIC, INC. Date: December 19, 2000 By /s/ Carol E. Malkinson Senior Legal Counsel and Assistant Secretary SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 EXHIBIT INDEX to FORM 8-K MEDTRONIC, INC. Exhibit Number Exhibit Description 99 Press release dated December 19, 2000. EX-99 2 0002.txt PRESS RELEASE Contacts: PercuSurge: Medtronic: Gary E. Mistlin Rachael Scherer Chief Financial Officer Investor Relations 480/530-2325 763/514-4971 Chris Campbell-Loth Public Relations 763/514-8547 MEDTRONIC AND PERCUSURGE ANNOUNCE CONVERSION RATIO FOR PROPOSED ACQUISITION MINNEAPOLIS, MN, and SUNNYVALE, CA December 19, 2000 - Medtronic, Inc. (NYSE: MDT), and PercuSurge, Inc., a privately held company, today announced that the conversion ratio to be used to determine the number of shares of Medtronic common stock to be issued for each outstanding share of PercuSurge common and preferred stock in the previously announced and proposed acquisition of PercuSurge is .0802847. The conversion ratio is based on the average closing sale price per share of Medtronic stock over a 15-trading-day period that ended on December 19, 2000 of $55.29. The proposed acquisition is subject to the approval of PercuSurge shareholders, who will vote on the acquisition at PercuSurge's special meeting of shareholders to be held December 21, 2000. If PercuSurge's shareholders approve the proposed acquisition at the special meeting, Medtronic and PercuSurge currently anticipate that the transaction will be completed shortly after the special meeting. PercuSurge is located in Sunnyvale, Calif. The company employs 110 people and has several products under development to treat complications arising from the release of embolic debris during interventional procedures. Medtronic, Inc., headquartered in Minneapolis, is the world's leading medical technology company, providing lifelong solutions for people with chronic disease. Its Internet address is www.medtronic.com. Medtronic AVE, formerly Arterial Vascular Engineering, Inc., is headquartered in Santa Rosa, Calif. Medtronic has filed a Registration Statement with the U.S. Securities and Exchange Commission (the "SEC") that includes a Proxy Statement/Prospectus containing information regarding the proposed acquisition, and PercuSurge mailed the Proxy Statement/Prospectus to its stockholders. Investors and stockholders are urged to read the Registration Statement and Proxy Statement/Prospectus carefully because they contain important information about Medtronic and PercuSurge and the proposed acquisition. Investors and stockholders are able to obtain copies of these documents, along with other documents filed by Medtronic with the SEC, free of charge, through the web site maintained by the SEC at http://www.sec.gov. Investors and stockholder can also obtain, free of charge, copies of the Registration Statement and the Proxy Statement/Prospectus along with any documents Medtronic has filed with the SEC by contacting the Medtronic Investor Relations Department. Any statements made about the company's anticipated financial results and regulatory approvals are forward-looking statements subject to risks and uncertainties such as those described in the company's Annual Report on Form 10-K for the year ended April 30, 2000. Actual results may differ materially from anticipated results. Medtronic undertakes no obligation to update any forward-looking statement, but investors are advised to consult any further disclosures by the company on this subject in its filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K (if any), in which the company discusses in more detail various important factors that could cause actual results to differ from expected or historic results. The company notes these factors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks, uncertainties or potentially inaccurate assumptions. -----END PRIVACY-ENHANCED MESSAGE-----