SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)
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| Minnesota
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41-0793183 |
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(I.R.S. Employer |
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Identification Number) |
World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address, including zip code, of Principal Executive Offices)
Medtronic, Inc. 2005 Employees Stock Purchase Plan
(Full title of the Plan)
James Nathan Spolar, Esq.
Principal Legal Counsel and Assistant Secretary
Medtronic, Inc.; World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55432
Telephone: (763) 514-4000
(Name, address and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be |
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Amount to Be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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registered |
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Registered(1) |
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Offering Price Per Share(2) |
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Aggregate Offering Price(2) |
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Registration Fee(2) |
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Common stock issuable
upon exercise of options
granted under the 2005
Employees Stock Purchase
Plan(3) |
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15,000,000 shares |
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$37.05 |
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$555,750,000 |
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$31,011 |
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This amount represents a 15,000,000 share increase in the number of
shares of common stock, par value $0.10 per share, of the Registrant
(the “Common Stock”) authorized for issuance under the Medtronic, Inc.
2005 Employees Stock Purchase Plan (the “Plan”) (As amended and
restated effective August 27, 2009), including, pursuant to Rule 416
under the Securities Act of 1933, an indeterminate number of
additional shares that may become issuable in accordance with the
anti-dilution provisions of such Plan. |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h), based on the average of the high and low
sales prices of the Common Stock as reported on the New York Stock
Exchange on October 13, 2009. |
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Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the Registrant’s Shareholder Rights Plan. |
TABLE OF CONTENTS
EXPLANATORY NOTE
A Registration Statement was filed on September 23, 2005 (Registration No. 333-128531) (the
“Prior Registration Statement”), to register under the Securities Act of 1933, among other things,
shares of Medtronic, Inc. common stock, par value $0.10 per share (the “Common Stock”), issuable
under the Medtronic, Inc. 2005 Employees Stock Purchase Plan (the “Plan”) (As amended and restated
effective August 27, 2009). This Registration Statement has been prepared and filed pursuant to and
in accordance with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an additional 15,000,000 shares of
Common Stock that are issuable under the Plan at any time or from time to time.
INFORMATION INCORPORATED BY REFERENCE
Pursuant to General Instruction E to Form S-8, Medtronic hereby incorporates by reference the
contents of the Prior Registration Statement to the extent not otherwise amended or superseded by
the contents hereof.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”).
(b) Upon written or oral request, Medtronic, Inc. (“Medtronic”) will provide, without charge,
the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The
documents are incorporated by reference in the Section 10(a) prospectus. Medtronic will also
provide, without charge, upon written or oral request, other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed
to the following address:
Investor Relations Department
Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with (excluding documents furnished to) the Securities and
Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) are hereby incorporated by reference into this Registration Statement:
(1) Medtronic’s Annual Report on Form 10-K, for the fiscal year ended April 24, 2009, filed
with the Commission on June 23, 2009, and Medtronic’s Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 2009, filed with the Commission on September 9, 2009;
(2) Medtronic’s Current Reports on Form 8-K filed with the Commission on April 29, 2009, May
5, 2009, and September 1, 2009; and
(3) The description of Common Stock and the associated Preferred Stock Purchase Rights
contained in Amendment No. 2 to the Registration Statement on Form S-4 (No. 333-121239) filed with
the Commission on January 10, 2005, under the heading “Description of Capital Stock.”
All other documents subsequently filed (excluding those furnished) by Medtronic pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities offered have been sold
or that deregisters all securities that remain unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated herein by reference
shall be deemed to be modified or superseded for the purpose of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medtronic 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, State of Minnesota, on the 15th day of October, 2009.
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MEDTRONIC, INC.
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By: |
/s/ William A. Hawkins
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William A. Hawkins |
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Chairman 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 October, 2009.
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| By: |
/s/ William A. Hawkins
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William A. Hawkins |
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Chairman 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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Victor J. Dzau, M.D.*
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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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D. Cameron Findlay, 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 27th day of August, 2009. |
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By: |
/s/ D. Cameron Findlay
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D. Cameron Findlay |
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Senior Vice President, General Counsel and
Corporate Secretary, as Attorney-in-Fact |
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