-----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, H301xFPobZpk7thQBV9Egq7c7EZnTxo72g1XtzN53codk2EsbrZG7AH42mxXv9EE lasvXgfkU4H/cgumB9ZQ8Q== 0001021408-02-005195.txt : 20020416 0001021408-02-005195.hdr.sgml : 20020416 ACCESSION NUMBER: 0001021408-02-005195 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44893 FILM NUMBER: 02609475 BUSINESS ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: SUITE 101 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104924900 MAIL ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: STE 101 CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: SUITE 101 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104924900 MAIL ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: STE 101 CITY: FREMONT STATE: CA ZIP: 94538 SC 13E3/A 1 dsc13e3a.txt SCHEDULE 13E-3 AMENDMENT #4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RULE 13e-3 TRANSACTION STATEMENT Pursuant to Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 4 Medtronic VidaMed, Inc. (Name of Issuer) Medtronic VidaMed, Inc. Medtronic, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $.001 per share (Title of Class of Securities) 926530 10 6 (CUSIP Number of Class of Securities) On behalf of Medtronic VidaMed, Inc. and Medtronic, Inc.: Carol E. Malkinson, Esq. Medtronic, Inc. 710 Medtronic Parkway Northeast Minneapolis, Minnesota 55432 (612)514-4000 (Name, Address and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [_] The filing of solicitation materials or an information statement subject to Regulation 14A (S)(S)240.14A-1 through 240.14b-2), Regulation 14C (S)(S)240.14c-1 through 240.14c-101) or Rule 13e-3(c) (S)240.13e-3(c)) under the Securities Exchange Act of 1934 ("the Act"). b. [_] The filing of a registration statement under the Securities Act of 1933. c. [_] A tender offer. d. [X] None of the above Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [_] Check the following box if the filing is a final amendment reporting the results of the transaction: [X] Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation*: $326,957,205 Amount of Filing Fee: $65,392** - -------------------------------------------------------------------------------- * The transaction value for purposes of calculating the filing fee is $326,957,205. This amount is based on: (a) the product of (i) the 36,469,472 shares of VidaMed common stock that are proposed to be retired in the merger and (ii) the merger consideration of $7.91 per share of common stock, plus (b) $38,483,681 expected to be paid upon cancellation of all outstanding options and warrants. ** The amount of the filing fee paid equals one-fiftieth of one percent of the transaction value. [X] Check the box if any part of the fee is offset as provided by (S)240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $65,392 -------------------------------------------------------- Form or Registration No.: Schedule 14A ------------------------------------------------------ Filing Party: Medtronic VidaMed, Inc., f/k/a VidaMed, Inc. ------------------------------------------------------------------ Date Filed: January 9, 2002 -------------------------------------------------------------------- RULE 13E-3 TRANSACTION STATEMENT INTRODUCTION This Amendment No. 4 to the Transaction Statement pursuant to Rule 13e-3, as amended, is a final amendment and is being filed jointly by Medtronic, Inc., a Minnesota corporation ("Medtronic"), and Medtronic VidaMed, Inc., a Delaware corporation wholly owned by Medtronic ("VidaMed" or, prior to the Merger described below, "VidaMed, Inc.", and, together with Medtronic, the "Filing Persons"), in connection with the Agreement and Plan of Merger, dated December 5, 2001 (the "Merger Agreement"), by and among VidaMed, Inc., Medtronic and VidaMed Acquisition Corp. which provides, among other things, for the merger of VidaMed Acquisition Corp. with and into VidaMed, Inc. On March 14, 2002, VidaMed, Inc. filed with the Securities and Exchange Commission ("SEC") a definitive proxy statement on Schedule 14A (the "Proxy Statement") pursuant to Section 14(a) and Regulation 14A of the Act, relating to the special meeting of stockholders of VidaMed, Inc. on April 12, 2002. At the special meeting, the stockholders of VidaMed, Inc. voted in favor of a proposal to adopt and approve the Merger Agreement and approve the Merger. On April 12, 2002, the Merger was consummated in accordance with the terms of the Merger Agreement. As a result of the Merger, VidaMed, Inc. has become a subsidiary of Medtronic and changed its name to "Medtronic VidaMed, Inc." Each outstanding share of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment of $7.91 per share. Each outstanding option or warrant to purchase shares of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment in the amount of $7.91 reduced by the exercise price of the option or warrant, respectively. To the knowledge of the Filing Persons, there were no stockholders of VidaMed, Inc. who demanded appraisal rights with respect to any shares of common stock of VidaMed, Inc. The original Rule 13E-3 Transaction Statement on Schedule 13E-3 and all subsequent amendments thereto were filed jointly by Medtronic, VidaMed, Inc. and VidaMed Acquisition Corp. This Amendment No. 4 is a final amendment to this Schedule 13E-3 reporting consummation of the Merger. As a result of the Merger, the separate corporate existence of VidaMed Acquisition Corp. has ceased. Accordingly, this Amendment No. 4 is filed jointly only by Medtronic and VidaMed and, unless otherwise specified herein, all information contained herein with respect to VidaMed Acquisition Corp. and VidaMed speaks as of the time preceding the effective time of the Merger. The information in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. The cross-reference sheet which follows shows the location in the Proxy Statement of the information required to be included in response to the items of this Schedule 13E-3. 1 Item 1. Summary Term Sheet. Item 1001 of Regulation M-A The information set forth in the Proxy Statement under the caption "Summary Term Sheet" is incorporated herein by reference. Item 2. Subject Company Information. Item 1002 of Regulation M-A (a) VidaMed is the subject company. The information set forth in the Proxy Statement under the caption "Summary Term Sheet - The Companies" is incorporated herein by reference. (b) Upon consummation of the Merger on April 12, 2002, VidaMed Acquisition Corp. merged with and into VidaMed, Inc. with VidaMed continuing as the surviving corporation and becoming a wholly owned subsidiary of Medtronic. Therefore, Medtronic holds 100% of the outstanding shares of capital stock of VidaMed. (c), (d) The information set forth in the Proxy Statement under the caption "Common Stock Market Price and Dividend Information" is incorporated herein by reference. Effective as of the close of business on April 12, 2002, the common stock of VidaMed, Inc. ceased to be traded on the Nasdaq National Market. (e) N/A. (f) The information set forth in the Proxy Statement under the caption "Other Common Stock Information" is incorporated herein by reference. On April 12, 2002, the Merger was consummated in accordance with the terms of the Merger Agreement. As a result of the Merger, VidaMed, Inc. has become a subsidiary of Medtronic and changed its name to "Medtronic VidaMed, Inc." Each outstanding share of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment of $7.91 per share. Each outstanding option or warrant to purchase shares of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment in the amount of $7.91 reduced by the exercise price of the option or warrant, 2 respectively. Item 3. Identity and Background of Filing Person. Item 1003 of Regulation M-A (a) through (c) The information set forth in the Proxy Statement under the captions "Summary Term Sheet - The Companies", "Information Regarding VidaMed" and "Information Regarding Medtronic and VidaMed Acquisition Corp." is incorporated herein by reference. As a result of the consummation of the Merger on April 12, 2002, VidaMed Acquisition Corp. merged with and into VidaMed, Inc. with VidaMed continuing as the surviving corporation. The separate corporate existence of VidaMed Acquisition Corp. ceased. In accordance with the terms of the Merger Agreement, the directors of VidaMed Acquisition Corp. immediately prior to the effective time of the Merger continued after the Merger as directors of the surviving corporation, and the officers of VidaMed, Inc. immediately prior to the effective time of the Merger continued after the Merger as officers of the surviving corporation until the due election or appointment of their respective successors. Medtronic as the sole shareholder of VidaMed reconstituted the board of directors of VidaMed promptly following the Merger. VidaMed's directors are Robert L. Ryan, David J. Scott and Gary L. Ellis. The board elected the following officers of VidaMed: Scott R. Ward President Robert L. Ryan Vice President and CFO David J. Scott Vice President and Secretary Gary L. Ellis Vice President, Controller, Treasurer Margaret Osborne Vice President Martha Goldberg Aronson Vice President Carol E. Malkinson Assistant Secretary Scott R. Ward (42) has been President of Medtronic Neurological, Spinal, Diabetes and ENT since 2000. In 2002, Mr. Ward was also named Senior Corporate Vice President of Medtronic. Prior to the aforementioned, Mr. Ward was Vice President and General Manager of Medtronic Drug Delivery Business since 1995. Martha Goldberg Aronson (34) was named Vice President and General Manager for Gastroenterology/Urology of 3 Medtronic Neurological in 2001. Ms. Aronson was the U.S. Business Director for Medtronic InterStim from 1997 to 1999 and Director of Marketing for Medtronic Coronary Vascular from December 1996 to November 1997. Information provided about the other directors and officers in the Proxy Statement under the caption "Information regarding Medtronic and VidaMed Acquisition Corp." is hereby incorporated by reference. Item 4. Terms of the Transaction. Item 1004 of Regulation M-A (a) The information set forth in the Proxy Statement under the captions "The Merger Agreement," "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger," "Special Factors - Medtronic's Purpose, Reasons for and Structure of the Merger," "Information Concerning the Special Meeting - Vote Required," "Special Factors - Accounting Treatment", "Special Factors - U.S. Federal Income Tax Consequences," and in Appendix A is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Special Factors - Effects of the Merger" and "Special Factors - Interests of VidaMed's Directors and Officers in the Merger" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the caption "Appraisal Rights" and in Appendix C is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the caption "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" is incorporated herein by reference. (f) N/A. Item 5. Past Contacts, Transactions, Negotiations and Agreements. Item 1005 of Regulation M-A (a) The information set forth in the Proxy Statement under the 4 caption "Other Common Stock Information" is incorporated herein by reference. At the special meeting on April 12, 2002, the stockholders of VidaMed, Inc. voted in favor of a proposal to adopt and approve the Merger Agreement and approve the Merger. On April 12, 2002, the Merger was consummated in accordance with the terms of the Merger Agreement. As a result of the Merger, VidaMed, Inc. has become a subsidiary of Medtronic and changed its name to "Medtronic VidaMed, Inc." Each outstanding share of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment of $7.91 per share. Each outstanding option or warrant to purchase shares of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment in the amount of $7.91 reduced by the exercise price of the option or warrant, respectively. To the knowledge of the Filing Persons, there were no stockholders of VidaMed, Inc. who demanded appraisal rights with respect to any shares of common stock of VidaMed, Inc. (b) The information set forth in the Proxy Statement under the captions "Special Factors - Background of the Merger" and "Special Factors - Relationship between VidaMed and Medtronic" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Special Factors - Background of the Merger" is incorporated herein by reference. (e) The information set forth in the Proxy Statement under the caption "The Merger Agreement - Promissory Note and Security Agreement" is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. Item 1006 of Regulation M-A (b) The information set forth in the Proxy Statement under the captions "Special Factors - Plans for VidaMed after the Merger" and "The Merger Agreement - Exchange of Securities; Merger Consideration" is incorporated herein by reference. (c)(1)-(8) At the special meeting on April 12, 2002, the stockholders of VidaMed, Inc. voted in favor of a proposal to adopt and 5 approve the Merger Agreement and approve the Merger. On April 12, 2002, the Merger was consummated in accordance with the terms of the Merger Agreement. As a result of the Merger, VidaMed, Inc. has become a subsidiary of Medtronic and changed its name to "Medtronic VidaMed, Inc." Each outstanding share of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment of $7.91 per share. Each outstanding option or warrant to purchase shares of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment in the amount of $7.91 reduced by the exercise price of the option or warrant, respectively. To the knowledge of the Filing Persons, there were no stockholders of VidaMed, Inc. who demanded appraisal rights with respect to any shares of common stock of VidaMed, Inc. The information set forth in the Proxy Statement under the captions "Special Factors - Background of the Merger," "Information Regarding Medtronic and VidaMed Acquisition Corp," "Special Factors - Plans for VidaMed after the Merger" and "Special Factors - Medtronic's Purpose, Reasons for and Structure of the Merger" is incorporated herein by reference. Item 7. Purposes, Alternatives, Reasons and Effects. Item 1013 of Regulation M-A (a) The information set forth in the Proxy Statement under the captions "Special Factors - Background of the Merger", "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" and "Special Factors - Medtronic's Purpose, Reasons for and Structure of the Merger" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under the caption "Special Factors - Background of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the captions "Special Factors - Background of the Merger", "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" and "Special Factors - Medtronic's Purpose, Reasons for and Structure of the Merger" is incorporated herein by reference. 6 (d) The information set forth in the Proxy Statement under the captions "Special Factors - Effects of the Merger," "Special Factors - Interests of VidaMed's Directors and Officers in the Merger," "Special Factors - Plans for VidaMed After the Merger," and "Special Factors - U.S. Federal Income Tax Consequences" is incorporated herein by reference. Item 8. Fairness of the Transaction. Item 1014 of Regulation M-A (a) and (b) The information set forth in the Proxy Statement under the captions "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" and "Special Factors - Position of Medtronic as to Fairness of Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Vote Required" and "Information Concerning the Special Meeting - Vote Required" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the caption "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" is incorporated herein by reference. (e) and (f) The information set forth in the Proxy Statement under the captions "Special Factors - Background of the Merger" and "Special Factors- Recommendation of the Board of Directors and Reasons for the Merger" is incorporated herein by reference. Item 9. Reports, Opinions, Appraisals and Negotiations. Item 1015 of Regulation M-A (a) and (b) The information set forth in the Proxy Statement under the captions "Special Factors - Opinion of VidaMed's Financial Advisor," "Special Factors - Position of Medtronic as to Fairness of the Merger," and "Financial Projections" is incorporated herein by reference. (c) The written fairness opinion provided by Banc of America Securities LLC is attached to VidaMed's definitive proxy statement as Appendix B. 7 Item 10. Source and Amounts of Funds or Other Consideration. Item 1007 of Regulation M-A (a) The information set forth in the Proxy Statement under the caption "Special Factors - Source of Funds" is incorporated herein by reference. (b) N/A. (c) The information set forth in the Proxy Statement under the caption "Special Factors - Fees and Expenses" is incorporated herein by reference. (d) N/A. Item 11. Interest in Securities of the Subject Company. Item 1008 of Regulation M-A (a) and (b) At the special meeting on April 12, 2002, the stockholders of VidaMed, Inc. voted in favor of a proposal to adopt and approve the Merger Agreement and approve the Merger. On April 12, 2002, the Merger was consummated in accordance with the terms of the Merger Agreement. As a result of the Merger, VidaMed, Inc. has become a wholly-owned subsidiary of Medtronic and changed its name to "Medtronic VidaMed, Inc." Each outstanding share of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment of $7.91 per share. Each outstanding option or warrant to purchase shares of common stock of VidaMed, Inc. was automatically cancelled and converted into the right to receive a cash payment in the amount of $7.91 reduced by the exercise price of the option or warrant, respectively. To the knowledge of the Filing Persons, there were no stockholders of VidaMed, Inc. who demanded appraisal rights with respect to any shares of common stock of VidaMed, Inc. The information set forth in the Proxy Statement under the captions "Other Common Stock Information" and "Security Ownership of Principal Stockholders and Management of VidaMed" is incorporated herein by reference. 8 Item 12. The Solicitation or Recommendation. Item 1012 of Regulation M-A (d) and (e) The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Security Ownership of Management," "Information Concerning the Special Meeting - Security Ownership of Management," and "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" is incorporated herein by reference. Item 13. Financial Statements. Item 1010 of Regulation M-A (a) The information set forth in the Annual Report of VidaMed, Inc. on Form 10-K for the fiscal year ended December 31, 2001 is incorporated herein by reference. The information set forth in the Proxy Statement under the captions "Special Factors - Recommendation of the Board of Directors and Reasons for the Merger" and "Selected Historical Consolidated Financial Data" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under the caption "Pro Forma Financial Information" is incorporated herein by reference. Item 14. Persons/Assets, Retained, Employed, Compensated or Used. Item 1009 of Regulation M-A The information set forth in the Proxy Statement under the caption "Information Concerning the Special Meeting - Proxy Solicitation Costs" is incorporated herein by reference. 9 Item 15. Additional Information. Item 1011(b) of Regulation M-A The information set forth in the Proxy Statement under the caption "Summary Term Sheet - Stockholder Lawsuits Challenging the Merger" and "Special Factors - Stockholder Lawsuits Challenging the Merger" is incorporated herein by reference. Item 16. Exhibits. Item 1016(a)-(d), (f), (g) of Regulation M-A (a)(2) and (3) The Proxy Statement is hereby incorporated by reference. (b) N/A. (c) The Fairness Opinion of Banc of America Securities LLC, attached as Appendix B to the Proxy Statement, is incorporated herein by reference. (d) The information set forth in the Proxy Statement under the caption "The Merger Agreement - Promissory Note and Security Agreement" is incorporated herein by reference. (f) The information set forth in the Proxy Statement under the caption "Appraisal Rights" and Section 252 of the Delaware General Corporation Law, attached as Appendix C to the Proxy Statement, are incorporated herein by reference. (g) N/A. 10 SIGNATURES After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 12, 2002 MEDTRONIC VIDAMED, INC. By: /s/ David J. Scott ------------------------------------------- David J. Scott Vice President and Secretary Date: April 12, 2002 MEDTRONIC, INC. By /s/ David J. Scott ------------------------------------------- David J. Scott Senior Vice President and General Counsel 11 -----END PRIVACY-ENHANCED MESSAGE-----