8-K

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): November 2, 2007

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota
(State or other jurisdiction of
incorporation) 1-7707
(Commission File
Number) 41-0793183
(IRS Employer Identification No.)

710 Medtronic Parkway Minneapolis,
Minnesota
(Address of principal executive offices) 55432
(Zip Code)

(763) 514-4000
(Registrant’s telephone number, including area code):

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On November 2, 2007, pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), entered into by Medtronic, Inc. (“Medtronic”), Jets Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Medtronic (“Merger Sub”) and Kyphon Inc., a Delaware corporation (“Kyphon”) on July 26, 2007, Merger Sub was merged with and into Kyphon, with Kyphon continuing as a wholly owned subsidiary of Medtronic (the “Merger”) and in connection therewith, each outstanding share of Kyphon common stock was converted into the right to receive $71.00 per share in cash, without interest and less applicable withholding taxes.

This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to Medtronic’s Current Report on Form 8-K filed on July 30, 2007 and is incorporated herein by reference. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

     The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

     The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

     The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
	2.1	Agreement and Plan of Merger, dated as of July 26, 2007, by and among Medtronic, Inc., Jets Acquisition Corporation and Kyphon Inc. (incorporated by reference to Medtronic’s Current Report on Form 8-K filed on July 30, 2007).
	99.1	Press Release of Medtronic, Inc., dated November 2, 2007.

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: November 7, 2007	By	/s/ Terrance Carlson
		Terrance Carlson
		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Medtronic, Inc.
Form 8-K Current Report

Exhibit No.		Description of Exhibit
	2.1	Agreement and Plan of Merger, dated as of July 26, 2007, by and among Medtronic, Inc., Jets Acquisition Corporation and Kyphon Inc. (incorporated by reference to Medtronic’s Current Report on Form 8-K filed on July 30, 2007).
	99.1	Press Release of Medtronic, Inc., dated November 2, 2007.

EX-99.1

News Release

Medtronic Media Contacts:

Martha Goldberg Aronson, Investor Relations, 763-505-2694
Marybeth Thorsgaard, Public Relations, 763-505-2644

Medtronic and Kyphon Complete Merger

Expects Growth in Treatments for Debilitating Spinal Conditions

MINNEAPOLIS — November 2, 2007 — Medtronic, Inc. (NYSE:MDT) today announced that it has completed its acquisition of Kyphon Inc. Under the terms of the agreement announced on July 27, 2007, Kyphon shareholders will receive $71.00 per share in cash for each share of Kyphon common stock they own. The total value of the transaction, including payment of Kyphon debt, was approximately $4.2 billion. Medtronic financed the transaction primarily using cash on hand.

“The product lines and the geographic presence of these two companies are highly complementary,” said Bill Hawkins, president and chief executive officer of Medtronic. “We expect this acquisition to help accelerate the growth of Medtronic’s existing spinal business by extending our product offerings into some of the fastest growing product segments and enabling us to provide physicians with a broader range of therapies for use at all stages of the care continuum.”

Richard Mott, president and chief executive officer of Kyphon, said, “We are pleased that we were able to deliver outstanding value to our shareholders that fully reflects Kyphon’s innovation and growth potential. Combining our business with Medtronic’s Spinal business is also advantageous for our customers, their patients and our employees. As a part of the Medtronic organization, we will increase our ability to meet the needs of our clinician customers and the patients they serve with our technologies, and our employees will have the opportunity to become part of a larger organization with a shared vision as well as additional career and advancement opportunities.”

Medtronic also announced that Kyphon has completed its acquisition of the non-vertebroplasty assets of Disc-O-Tech Medical Technologies, Ltd., and has entered into a definitive agreement to divest substantially all of the assets relating to the Disc-O-Tech Confidence product line. The purchaser of the Confidence assets has agreed to assume substantially all of Kyphon’s payment obligations under Kyphon’s agreements to acquire those assets. The divestiture agreement remains subject to regulatory clearances and other customary conditions.

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About Medtronic

Medtronic, Inc., headquartered in Minneapolis, is the world’s leading medical technology company, alleviating pain, restoring health and extending life for people with chronic disease. Its Internet address is www.medtronic.com.

This press release contains forward-looking statements regarding our operating momentum, new products and other developments, which are subject to risks and uncertainties, such as competitive factors, the risk that Kyphon may not be integrated successfully and that the cost savings and other synergies from the acquisition may not be fully realized, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, general economic conditions and other risk and uncertainties described in Medtronic’s Annual Report on Form 10-K for the year ended April 27, 2007. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements.

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Medtronic, Inc. 2007

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