SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDTRONIC, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0793183
(State of Incorporation) (I.R.S. Employer Identification Number)
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address of Principal Executive Office and Zip Code)
MEDTRONIC, INC.
1994 STOCK AWARD PLAN
(Full Title of the Plan)
Carol E. Malkinson
Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------------- --------------------- ----------------------- ------------------------- ----------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (2) Price (2) Fee
------------------------- --------------------- ----------------------- ------------------------- ----------------
Common stock, $0.10 par 50,000,000
value (3) shares $46.105 $2,305,250,000 $576,312.50
------------------------- --------------------- ----------------------- ------------------------- ----------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on August 3, 2001.
(3) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the Registrant's Shareholder Rights Plan.
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The contents of the Registrant's Form S-8 Registration Statement,
Registration No. 33-55329 dated September 1, 1994, and Registration No.
333-44766 dated August 29, 2000 relating to the 1994 Stock Award Plan, are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 Medtronic Restated Articles of Incorporation, as amended to
date (Exhibit 3.1).(a)
4.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(b)
4.3 Form of Rights Agreement, dated as of October 26, 2000,
between Medtronic, Inc. and Wells Fargo Bank Minnesota,
National Association, including as: Exhibit A, thereto the
form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Shares of Medtronic,
Inc.; and Exhibit B, the form of Preferred Stock Purchase
Right Certificate (Exhibit 4.1).(c)
5 Opinion of counsel as to the legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
99 Medtronic, Inc. 1994 Stock Award Plan (Amended and Restated as
of April 30, 2000) (Exhibit 10.1).(d)
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(a) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 27, 2001, filed
with the Commission on July 26, 2001.
(b) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 30, 1996, filed
with the Commission on July 24, 1996.
(c) Incorporated by reference to the cited exhibit in Medtronic's Report on
Form 8-A, filed with the Commission on November 3, 2000.
(d) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000, filed
with the Commission on July 21, 2000.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on August 1,
2001.
MEDTRONIC, INC.
By: /s/ Arthur D. Collins
---------------------------------
Arthur D. Collins, Jr.
President and
Chief Executive Officer
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: August 1, 2001 By: /s/ Arthur D. Collins
---------------------------------
Arthur D. Collins, Jr.
President and
Chief Executive Officer
Dated: August 1, 2001 By: /s/ Robert L. Ryan
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Robert L. Ryan
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Michael R. Bonsignore*
William R. Brody, M.D., Ph.D.*
Paul W. Chellgren*
Arthur D. Collins, Jr.*
William W. George* Directors
Antonio M. Gotto, Jr., M.D., D. Phil.*
Bernadine P. Healy, M.D.*
Glen D. Nelson, M.D.*
Denise M. O'Leary*
Jean-Pierre Rosso*
Jack W. Schuler*
Gordon M. Sprenger*
*David J. Scott, by signing his name hereto, does hereby sign this
document on behalf of each of the above named directors of the registrant
pursuant to powers of attorney duly executed by such persons.
Dated: August 1, 2001 By: /s/ David J. Scott
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David J. Scott
Attorney-In-Fact
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MEDTRONIC, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Medtronic Restated Articles of Incorporation, as amended to
date (Exhibit 3.1).(a)
4.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(b)
4.3 Form of Rights Agreement, dated as of October 26, 2000,
between Medtronic, Inc. and Wells Fargo Bank Minnesota,
National Association, including as: Exhibit A, thereto the
form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Shares of Medtronic,
Inc.; and Exhibit B, the form of Preferred Stock Purchase
Right Certificate (Exhibit 4.1).(c)
5 Opinion of counsel as to the legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
99 Medtronic, Inc. 1994 Stock Award Plan (Amended and Restated as
of April 30, 2000) (Exhibit 10.1).(d)
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(a) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 27, 2001, filed
with the Commission on July 26, 2001.
(b) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 30, 1996, filed
with the Commission on July 24, 1996.
(c) Incorporated by reference to the cited exhibit in Medtronic's Report on
Form 8-A, filed with the Commission on November 3, 2000.
(d) Incorporated by reference to the cited exhibit in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000, filed
with the Commission on July 21, 2000.
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