-----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, DFC7VV6VUPHx/wkVlL3lRzTYWeieFBHBaMWNiVe7tUp04fHYAZAylIl4AWqBsvIq cjZjynatlj51yJuHy3iKzA== 0000950150-99-000835.txt : 19990630 0000950150-99-000835.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950150-99-000835 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-80527 FILED AS OF DATE: 19990629 EFFECTIVENESS DATE: 19990629 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-81769 FILM NUMBER: 99654209 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 S-3MEF 1 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MINIMED INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4408171 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12744 SAN FERNANDO ROAD SYLMAR, CALIFORNIA 91342 (818) 362-5958 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ALFRED E. MANN CHAIRMAN OF THE BOARD AND CEO MINIMED INC. 12744 SAN FERNANDO ROAD SYLMAR, CALIFORNIA 91342 (818) 362-5958 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ERIC S. KENTOR, ESQ. ROY J. SCHMIDT, JR., ESQ. FREDERICK W. KANNER, ESQ. SENIOR VICE PRESIDENT, GIBSON, DUNN & CRUTCHER LLP DEWEY BALLANTINE LLP GENERAL COUNSEL AND SECRETARY 333 SOUTH GRAND AVENUE 1301 AVENUE OF THE AMERICAS MINIMED INC. LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10019 12744 SAN FERNANDO ROAD (213) 229-7000 (212) 259-8000 SYLMAR, CALIFORNIA 91342 (818) 362-5958
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon the filing of this Registration Statement. CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Common Stock............................................ $3,608,125 $1,003 - ------------------------------------------------------------------------------------------------------------ Preferred Stock Purchase Rights......................... -- -- - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
(1) Includes shares subject to the Underwriters' over-allotment option. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] SEC File No. 333-80527 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE: This registration statement relates to the public offering of common stock of MiniMed Inc. contemplated by a registration statement on Form S-3, Securities and Exchange Commission file no. 333-80527 (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in the offering by 50,000 shares plus up to 7,500 shares that may be sold pursuant to the underwriters' over-allotment option. The contents of the Prior Registration Statement are hereby incorporated by reference. 3 EXHIBITS The following documents are filed as exhibits to this Registration Statement.
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included as part of signature page)
4 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sylmar, State of California, on June 29, 1999. MINIMED INC. By: /s/ ERIC S. KENTOR ----------------------------------- Eric S. Kentor Senior Vice President, General Counsel and Secretary Dated: June 29, 1999 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric S. Kentor and Terrance H. Gregg, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, lawfully do or cause to be done by virtue thereof. 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: June 29, 1999 /s/ ALFRED E. MANN --------------------------------------------------- Alfred E. Mann Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Dated: June 29, 1999 /s/ TERRANCE H. GREGG --------------------------------------------------- Terrance H. Gregg President, Chief Operating Officer and Director
II-1 5 Dated: June 29, 1999 --------------------------------------------------- Kevin R. Sayer Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: June 29, 1999 /s/ DAVID CHERNOF, M.D. --------------------------------------------------- David Chernof, M.D. Director Dated: June 29, 1999 --------------------------------------------------- William R. Grant Director Dated: June 29, 1999 /s/ DAVID H. MACCALLUM --------------------------------------------------- David H. MacCallum Director Dated: June 29, 1999 /s/ THOMAS R. TESTMAN --------------------------------------------------- Thomas R. Testman Director Dated: June 29, 1999 --------------------------------------------------- John C. Villforth Director Dated: June 29, 1999 --------------------------------------------------- Carolyne Davis Director
II-2 6 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 5.1 Opinion of Gibson, Dunn & Crutcher LLP.................... 23.1 Consent of Deloitte & Touche LLP.......................... 23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).............................................. 24.1 Power of Attorney (included as part of signature page)....
EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, California 90071-3197 Telephone: (213) 229-7000 Telecopier: (213) 229-7520 June 29, 1999 (213) 229-7000 C 62416-00001 MiniMed Inc. 12744 San Fernando Road Sylmar, California 91342 Ladies and Gentlemen: We have acted as counsel to MiniMed Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of the Registration Statement on Form S-3 (the "462(b) Registration Statement") of the Company to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of an additional 50,000 shares of Common Stock $0.01 par value (the "Common Stock") of the Company issued to a selling stockholder (the "Shares") and up to 7,500 shares of Common Stock subject to the underwriters' over-allotment option (the "Option Shares"). The Shares and the Option Shares are to be offered for sale to the public together with Common Stock of the Company registered pursuant to the Company's Registration Statement on Form S-3 (No. 333-80527) (the "Prior Registration Statement"). This opinion is delivered to you in connection with the 462(b) Registration Statement for the registration of the Shares and Option Shares on Form S-3 for the aforementioned sales. In rendering the opinion set forth herein, we have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to our satisfaction to be true and correct copies thereof, as we have deemed necessary under the circumstances. Based upon the foregoing and such other examination of law and fact as we have deemed necessary, and in reliance thereon, we are of the opinion that 2 MiniMed Inc. June 29, 1999 Page 2 the Shares and the Option Shares are duly authorized, validly issued, fully paid and nonassessable. The Company is a Delaware corporation. We are not admitted to practice in Delaware. However, we are generally familiar with the Delaware General Corporation Law and have made such review thereof as we consider necessary for the purpose of this opinion. Subject to the foregoing, this opinion is limited to Delaware, California and federal law. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus included in the Prior Registration Statement. Very truly yours, GIBSON, DUNN & CRUTCHER LLP RJS/HJH/SKH EX-23.1 3 EXHIBIT 23.1 1 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 We consent to the incorporation by reference in this Registration Statement of MiniMed Inc. on Form S-3 of our report dated March 5, 1999 (except for Note 15 as to which the date is April 1, 1999) appearing in the prospectus, which is part of the Registration Statement on Form S-3 (File No. 333-80527) that is incorporated by reference in this Registration Statement and to the reference to us under the headings "Selected Financial Data" and "Experts" in such Prospectus. We also consent to the incorporation in this Registration Statement of MiniMed, Inc. on Form S-3 of our report dated March 5, 1999 (except for Note 15 as to which the date is April 1, 1999) appearing in the Annual Report on Form 10-K of MiniMed, Inc. for the year ended January 1, 1999. DELOITTE & TOUCHE LLP Los Angeles, California June 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----