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):April 21, 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 1.01 Entry into a Material Definitive Agreement.
On April 21, 2006, St. Jude Medical, Inc. (the “Company”) entered into a Stock Purchase Plan Engagement Agreement (the “Plan”) with Banc of America Securities LLC in order to establish a trading plan under Rules 10b5-1 and 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
The Plan provides for the Company to repurchase up to $700 million of its outstanding shares of common stock, par value $0.10 per share, at market prices less than $45 per share, beginning immediately and ending on or before June 30, 2006. A copy of the Plan is filed as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| | | 10.1 | | Stock Purchase Plan Engagement Agreement between St. Jude Medical, Inc. and Banc of America Securities LLC dated as of April 21, 2006. |
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: | April 21, 2006 | By: | /s/ Kevin T. O’Malley
|
| Kevin T. O’Malley |
| | Vice President and
General Counsel |
EXHIBIT INDEX
| Exhibit No. | | Description of Exhibit |
| |
| 10.1 | | Stock Purchase Plan Engagement Agreement between St. Jude Medical, Inc. and Banc of America Securities LLC dated as of April 21, 2006. |
