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)February 1, 2006
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-8672 | 41-1276891 |
|---|
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| One Lillehei Plaza, St. Paul, MN | 55117 |
|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(651) 483-2000
Not applicable
(Former name or former address, if changed since last report)
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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On February 1, 2006, Mr. Daniel Starks, Chairman, President and CEO of St. Jude Medical, Inc. (the “Company”) entered into a sales plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5-1, corporate insiders may adopt a prearranged plan or contract for the sale of Company securities under specified conditions and times.
Mr. Stark’s plan provides for the exercise of options and subsequent sale of shares at the market price, provided that the market price is at least $44 per share, according to the following schedule:
Number of Options (Shares)
| | Exercise and Sale Period
|
|---|
| 100,000 | | | 2/7/06 - 2/10/06 |
| 100,000 | | | 2/21/06 - 2/24/06 |
| 100,000 | | | 3/2/06 - 3/8/06 |
| 100,000 | | | 4/26/06 - 5/2/06 |
| 100,000 | | | 8/3/06 - 8/8/06 |
| 100,000 | | | 9/7/06 - 9/12/06 |
| 100,000 | | | 10/25/06 - 10/30/06 |
| 100,000 | | | 12/5/06 - 12/8/06 |
The counterparty to Mr. Stark’s plan is Citigroup – Smith Barney. Except as may be required by law, the Company does not undertake to report future plans by officers or directors of the Company nor to report modifications, terminations, transactions or other activities under Mr. Stark's plan or any such future plans.
SIGNATURE
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.
| ST. JUDE MEDICAL, INC. |
| |
| |
| Date: | February 1, 2006 | By: | /s/ Kevin T. O’Malley
|
| Kevin T. O’Malley |
| | Vice President and
General Counsel |
