UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 17, 2015
MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Ireland | | 1-36820 | | 98-1183488 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices)
(Registrant’s telephone number, including area code): +353 1 438-1700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 26, 2015, pursuant to a transaction agreement dated as of June 15, 2014, Medtronic, Inc., a Minnesota corporation (“Medtronic, Inc.”) and Covidien public limited company, a public limited company organized under the laws of Ireland (now known as Covidien Limited) (“Covidien”) became subsidiaries of Medtronic Public Limited Company, a public limited company organized under the laws of Ireland (the “Company”). The Company is filing this Current Report on Form 8-K to file certain supplemental pro forma financial information in anticipation of filing a registration statement on Form S-4 to register debt securities that were issued by Medtronic, Inc., and that are guaranteed by the Company and Medtronic Global Holdings S.C.A., an entity organized under the laws of Luxembourg and a subsidiary of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated statements of income of the Company for the fiscal year ended April 24, 2015 that give effect to the acquisition of Covidien are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Unaudited pro forma condensed consolidated statements of income of the Company for the fiscal year ended April 24, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | MEDTRONIC PUBLIC LIMITED COMPANY |
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| | | | By | | /s/ Gary L. Ellis |
| Date: July 17, 2015 | | | | | | Gary L. Ellis |
| | | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Unaudited pro forma condensed consolidated statements of income of the Company for the fiscal year ended April 24, 2015. |
