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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
(And Post-Effective Amendment to the First Registration Statement, Reg. No. 333-147399)
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MEDTRONIC, INC.
(Exact Name of Registrant as Specified in its Charter)
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Minnesota
(State or Other
Jurisdiction of Incorporation
or Organization)
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41-0793183
(I.R.S. Employer
Identification Number) |
World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address of Principal Executive Office and Zip Code)
Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan
(formerly the Kyphon Inc. 2002 Stock Plan)
(Full Title of the Plan)
James Nathan Spolar, Esq.
Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
World Headquarters
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
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Proposed |
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Proposed Maximum |
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Maximum |
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Title of Securities |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount of |
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to be Registered (1) |
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Registered (2) |
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Per Share (3) |
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Offering Price |
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Registration Fee |
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Common Stock, $0.10
par value
TOTAL: |
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2,977,705 shares |
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$49.85 |
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$148,438,594.25 |
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$5,833.64 |
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Amount to be registered consists of an additional 2,977,705
shares of common stock of Medtronic, Inc. to be issued pursuant
to or as either stock options, restricted stock awards,
restricted stock unit awards or other equity-based awards
(together, the “Awards”) pursuant to the Medtronic, Inc. —
Kyphon Inc. 2002 Stock Plan (the “Plan”) (as adopted by the
Registrant effective as of November 2, 2007 and amended
effective as of December 13, 2007) in connection with
the merger of Kyphon Inc. with and into the Registrant pursuant
to the July 26, 2007 Agreement and Plan of Merger among the
Registrant, Jets Acquisition Corporation and Kyphon Inc. (the
“Merger Agreement”). This Registration Statement also
constitutes a post-effective amendment to the First Registration
Statement, Reg. No. 333-147399, for the purpose of registering an
additional 2,977,705 shares under the Plan. A total of 3,890,000
shares were registered in the First Registration Statement,
bringing the total number of shares registered under the Plan to
6,867,705 shares. |
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Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933 (the
“Securities Act”). |
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Based on the average of the high and low trading price of shares
of Medtronic’s common stock as reported on NYSE on
January 14,
2008. |
Explanatory Note
On November 14, 2007, we filed a Registration Statement on Form S-8 (File No. 333-147399)
(referred to in this document as, the “First Registration Statement”) to register under the
Securities Act of 1933, as amended, or, the Securities Act, 3,890,000 shares of common stock, par
value $0.10 per share, issuable by us under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002
Stock Plan, as amended (the "Medtronic, Inc. — Kyphon Inc. 2002
Stock Plan").
Pursuant to General Instruction E on Form S-8, the contents of the Registrant’s First
Registration Statement on Form S-8, Reg. No. 333-147399, are incorporated herein by reference.
The purpose of this Registration Statement on Form S-8 is to register 2,977,705 additional
shares for issuance under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock
Plan1.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibit Index preceding the exhibits is incorporated by reference herein.
1 This Registration Statement also constitutes
a post-effective amendment to the First Registration Statement, Reg. No.
333-147399, for the purpose of registering an additional 2,977,705 shares under
the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan. A total of
3,890,000 shares were registered in the First Registration Statement, bringing
the total number of shares registered under the Registrant’s
Medtronic, Inc. —
Kyphon Inc. 2002 Stock Plan to 6,867,705 shares.
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota, on the
15th day of January, 2008.
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MEDTRONIC, INC.
(the “Registrant”)
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By |
/s/ William A. Hawkins
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William A. Hawkins |
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President and Chief Executive Officer |
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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 15th day of January, 2008.
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| By: |
/s/ William A. Hawkins
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William A. Hawkins |
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President and Chief Executive Officer
(principal executive officer) |
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| By: |
/s/ Gary L. Ellis
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Gary L. Ellis |
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer) |
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Richard H. Anderson*
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David L. Calhoun*
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Arthur D. Collins, Jr.*
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William A. Hawkins*
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Shirley Ann Jackson, Ph.D.*
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James T. Lenehan*
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Directors |
Denise M. O’Leary*
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Kendall J. Powell*
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Robert C. Pozen*
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Jean-Pierre Rosso*
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Jack W. Schuler*
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* Terrance L. Carlson, 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 on the 14th day of November, 2007, and filed as Exhibit 24.1 to the First
Registration Statement, Reg. No. 333-147399, to which this document is a post-effective amendment.
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By: |
/s/ Terrance L. Carlson
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Terrance L. Carlson |
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Senior Vice President, General Counsel and Corporate Secretary, as
Attorney-in-Fact |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDTRONIC, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
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Exhibit Description |
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| 5.1 |
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Opinion as to the legality of the issuance of the ordinary shares offered hereby |
| 10.1 |
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Addendum to Medtronic, Inc. — Kyphon Inc.
2002 Stock Plan (Effective as of December 13, 2007) |
| 23.1 |
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Consent of independent registered public accounting firm |
| 23.2 |
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Consent of counsel (See Exhibit 5.1) |