-----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, E7tD4jVQ+XLbrx4tSsc+YpU5y5j3FxKjbW0E01q6D6tjdqnepZjzjjSx4dP5Mlfn 19dZOqGozlrGkHI9Kitezg== 0000950148-01-501081.txt : 20010627 0000950148-01-501081.hdr.sgml : 20010627 ACCESSION NUMBER: 0000950148-01-501081 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINIMED INC CENTRAL INDEX KEY: 0000945801 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 954408171 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-26268 FILM NUMBER: 1667652 BUSINESS ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 8183625958 MAIL ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 8-A12G/A 1 v73690e8-a12ga.txt MINIMED, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 MINIMED INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 95-4408171 - -------------------------------------------------------------------------------- (State of Incorporation or Organization) (IRS Employer Identification no.) 18000 Devonshire Street Northridge, California 91325 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [X] Securities Act registration statement file number to which this form relates: N/A Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Rights to Purchase Series B Junior Participating Cumulative Preferred Stock, Nasdaq National Market par value $.01 per share - ---------------------------------------- -----------------------------------
Securities to be registered pursuant to Section 12(b) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) 2 The undersigned registrant hereby amends Items 1 and 2 of its Registration Statement on Form 8-A, dated June 14, 1995, as set forth below: ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The descriptions of the Registrant's Common Stock, $.01 par value per share, and the associated preferred stock purchase rights which are contained in the Registrant's Registration Statement on Form S-1 (Commission File No. 33-92710), as amended from time to time, are hereby incorporated herein by reference. Effective as of May 29, 2001, the Board of Directors of MiniMed Inc. (the "Company") approved a Second Amendment To Rights Agreement (Reformed) (the "Amendment") to that certain Rights Agreement (the "Rights Agreement") dated as of July 24, 1995 between the Company and Computershare Investor Services, LLC, as successor to Harris Trust Company of California, as Rights Agent (the "Rights Agent"), as amended by that certain First Amendment to the Rights Agreement effective May 1, 1999. The Amendment, as revised, provides that Medtronic, Inc.("Medtronic") will not be deemed a 15% Stockholder (as that term is defined in the Rights Agreements) to the extent that Medtronic acquires or is deemed to acquire beneficial ownership of voting shares of the Company by entering into the Agreement and Plan of Merger among Medtronic, the Company and MMI Merger Corp., a wholly owned subsidiary of Medtronic, (the "Merger Agreement"), by entering into the Agreements to Facilitate Merger (collectively, the "Support Agreements") with certain of the Company's stockholders in connection with the Merger Agreement or by consummating the transactions contemplated by the Merger Agreement or the Support Agreements. The Amendment further provides that neither the execution and delivery of the Support Agreements, the execution or delivery of the Merger Agreement, nor the consummation of the transactions contemplated thereby shall be deemed to result in any Person becoming a 15% Stockholder. Furthermore, neither the execution and delivery of the Support Agreements, the execution and delivery of the Merger Agreement, nor the consummation of the transactions contemplated thereby shall cause any distribution of the Rights or any right to exercise Rights, as such term is defined in the Rights Agreement. The Merger Agreement provides for the merger of MMI Merger Corp. into the Company after which the Company will become a wholly-owned subsidiary of Medtronic. The Support Agreements provide for certain stockholders of the Company, including Alfred E. Mann, the founder, Chairman and Chief Executive Officer of the Company, to vote shares of the Company's Common Stock held beneficially by them (including shares as to which beneficial ownership is acquired after the date of the Support Agreements) in favor of approval, consent and ratification of the merger and against any proposal or action that could impede, interfere with, frustrate, nullify or discourage the merger, could facilitate the acquisition of the Company by a party other than Medtronic or could result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled. The Amendment further eliminates from the definition of "beneficial ownership," as applied to Medtronic, securities of the Company subject to the Support Agreements or beneficially owned by the parties to those agreements other than Medtronic. Finally, the 2 3 Amendment provides for the Rights Agreement to expire upon the effectiveness of the merger with Medtronic without any further obligations under the Rights Agreement except for the payment of any fees, expenses and indemnification to which the Rights Agent is entitled under the Rights Agreement. The Second Amendment to the Rights Agreement, as revised, is attached hereto as Exhibit 4 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to that Second Amendment. ITEM 2. EXHIBITS. 4. Second Amendment to Rights Agreement effective as of May 29, 2001, as revised, between MiniMed Inc. and Computershare Investor Services, LLC, a successor in interest to Harris Trust Company of California, as Rights Agent. 3 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: June 26, 2001 MINIMED INC. By: /s/ Eric S. Kentor ---------------------------------- Name: Eric S. Kentor Its: Senior Vice President, General Counsel and Secretary 4 5 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 4 Second Amendment to Rights Agreement effective as of May 29, 2001, between MiniMed Inc. Computershare Investor Services, LLC, a successor in interest to Harris Trust Company of California, as Rights Agent.
5 EX-4 2 v73690ex4.txt EX-4 1 EXHIBIT 4 SECOND AMENDMENT TO RIGHTS AGREEMENT (REFORMED) This Second Amendment (this "AMENDMENT") to Rights Agreement (the "RIGHTS AGREEMENT") is effective as of May 29, 2001, by and between MiniMed Inc., a Delaware corporation (the "COMPANY") and Computershare Investor Services LLC, (the "RIGHTS AGENT"). BACKGROUND A. The Company and Harris Trust Company of California entered into a Rights Agreement effective as of July 24, 1995 and an Amendment thereto effective as of May 1, 1999 (collectively the "Rights Agreement"). The Rights Agent has succeeded to all of the rights and obligations of its Harris Trust Company of California. B. The parties now desire to further amend the Rights Agreement on the terms set forth below. AMENDMENT NOW, THEREFORE, the parties hereby agree as follows: 1. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Rights Agreement. 2. Section 1(b) of the Rights Agreement is amended by adding at the end thereof the following paragraph: "Also notwithstanding anything to the contrary in this Section 1(b), for all purposes of this Agreement (including without limitation Section 3(h) and 7(d) but not including the proviso to Section 1(z)(iv)) Medtronic, Inc. ("Medtronic") shall not be deemed to Beneficially Own securities of the Company (including without limitation any shares of Common Stock of the Company or Rights with respect thereto) that are (x) subject to the Agreements to Facilitate Merger (the "Support Agreements") to be entered into between Medtronic and certain stockholders of the Company in connection with the Medtronic Merger Agreement before, concurrently with or after the execution and delivery of the Medtronic Merger Agreement or (y) Beneficially Owned directly or indirectly by any of the parties (other than Medtronic) to the Agreements to Facilitate Merger nor shall the execution and delivery the Support Agreements or the Medtronic Merger Agreement or the consummation of the transactions contemplated thereby be deemed to result in any Person becoming a 15% Stockholder. "Medtronic Merger Agreement" is defined as the Agreement and Plan of Merger among Medtronic, the Company and MMI Merger Corp., a wholly-owned subsidiary of Medtronic, which the parties propose to enter into at or about the time this 6 2 Amendment is entered into and providing for the merger of MMI Merger Corp. into the Company as a result of which the Company will become a wholly-owned subsidiary of Medtronic". 3. Section 1(k) of the Rights Agreement is amended to read in full as follows: "'Expiration Date' shall mean the earlier of the Effective Time (as defined in the Medtronic Merger Agreement) of the merger contemplated by the Medtronic Merger Agreement or May 23, 2005." 4. Section 1(z) of the Rights Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: "(z) "15% Stockholder" shall mean any Person that, together with all Affiliates and Associates of such Person, hereafter acquires Beneficial Ownership of, in the aggregate, a number of Voting Shares of the Company equal to 1% or more of the Voting Shares then outstanding and thereupon or thereafter Beneficially Owns 15% or more of the Voting Shares of the Company then outstanding; provided, however, that the term "15% Stockholder" shall not include: (i) any Person who is the Beneficial Owner of at least 15% of the outstanding Common Shares both on the date of this Agreement and at the completion of the Company's initial public offering of Common Shares, (ii) the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or of a Subsidiary of the Company, or any Person holding Voting Shares for or pursuant to the terms of any such employee benefit plan; (iii) any Person if such Person would not otherwise be a 15% Stockholder but for a reduction in the number of outstanding Voting Shares resulting from a stock repurchase program or other similar plan of the Company or from a self tender offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term "15% Stockholder" shall include such Person from and after the first date upon which (A) such Person and or its Affiliates and Associates (taken collectively), since the date of the commencement of such plan or tender offer, shall have acquired Beneficial Ownership of, in the aggregate, a number of Voting Shares of the Company equal to 1% or more of the Voting Shares of the Company then outstanding and (B) such Person, together with all Affiliates and Associates of such Person, shall Beneficially Own 15% or more of the Voting Shares of the Company then outstanding, or (iv) Medtronic, but only to the extent that it acquires or is deemed to acquire Beneficial Ownership of any Voting Shares by entering into the Medtronic Merger Agreement or by consummating the transactions contemplated thereby or by entering into the Support Agreements or by consummating the transactions contemplated thereby, provided, however, that the term "15% Stockholder" shall include Medtronic from and after the first date after entering into the Medtronic Merger Agreement or the Support Agreements upon which (A) Medtronic and/or its Affiliates and Associates (taken collectively) shall have acquired Beneficial Ownership of, in the aggregate, a number of 7 3 Voting Shares of the Company equal to 1% or more of the Voting Shares of the Company then outstanding and (B) Medtronic, together with all of its Affiliates and Associates, shall Beneficially Own 15% or more of the Voting Shares of the Company then outstanding. In no event shall the execution and delivery of the Medtronic Merger Agreement or the Support Agreements or the consummation of the transactions contemplated thereby result in a Distribution Date, a Section 3(a) Event, an 11(a)(ii) Event or a 13(a) Event, with or without the passage of time, or otherwise cause any distribution of the Rights or any right to exercise the Rights. Solely for purposes of the proviso to Section 1(z)(iv), Medtronic shall be deemed to Beneficially Own securities of the Company that are subject to the Support Agreements or Beneficially Owned directly or indirectly by any of the parties (other than Medtronic) to the Support Agreements. In calculating the percentage of the outstanding Voting Shares that are Beneficially Owned by a Person for purposes of this subsection (z), Voting Shares that are Beneficially Owned by such Person shall be deemed outstanding, and Voting Shares that are not Beneficially Owned by such Person and that are subject to issuance upon the exercise or conversion of outstanding conversion rights, exchange rights, rights (other than Rights), warrants or options shall not be deemed outstanding. Any determination made by the Board of Directors as to whether any Person is or is not a 15% Stockholder shall be conclusive and binding upon all holders of Rights." 5. There is hereby added to the Rights Agreement a new Section 35 which will read in full as follows: "Notwithstanding anything else in this Agreement to the contrary, on the Expiration Date all Rights shall, without any payment by the Company or Medtronic, expire with neither the Company nor Medtronic having any obligations under, and no persons having any rights under, this Agreement except for the payment of fees and expenses and indemnification, if any, to which the Rights Agent is entitled under this Agreement". 6. The Summary of Rights referred to in Section 3(d) of the Rights Agreement shall be revised by the Company to reflect the changes made by this Amendment prior to its being sent out as required by Section 3(d). 7. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. 8. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8 4 IN WITNESS WHEREOF, the Corporation and the Rights Agent have executed this Amendment effective as of the date first above written. THE CORPORATION: MINIMED INC. By: /s/ Terrance H. Gregg --------------------- Name: Terrance H. Gregg --------------------- Title: President --------------------- THE RIGHTS AGENT: COMPUTERSHARE INVESTOR SERVICES LLC. By: /s/ Kenneth J. Vlk --------------------- Name: Kenneth J. Vlk --------------------- Title: Relationship Manager --------------------- 9 -----END PRIVACY-ENHANCED MESSAGE-----