UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Vice President of Business Development
Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, MN 55432
(612) 514-4000
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No: | 002083103 |
1 | NAMES OF REPORTING PERSONS Medtronic, Inc. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(1) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Minnesota | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 36,854 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 15,673,095(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 36,854 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
15,709,949(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
19.90% shares of Common Stock(1)(2) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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(A) | Title of Security: | ||
Common Stock, $0.01 par value per share (the “Shares”). | |||
(b) | Name of the Issuer: | ||
ATS Medical, Inc., a Minnesota corporation (“ATS”). | |||
(c) | ATS’s principal executive office: | ||
3905 Annapolis Lane, Suite 105 Minneapolis, MN 55447 |
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Exhibit 2.1: | Agreement and Plan of Merger, dated April 28, 2010, by and among Medtronic, Inc., Pilgrim Merger Corporation and ATS Medical, Inc. (Incorporated by reference to Exhibit 2.1 to ATS’s Current Report on Form 8-K filed on April 29, 2010 (SEC File No. 0–18062)). | |
Exhibit 2.2: | Form of Voting Agreement, dated April 28, 2010, by and between Medtronic, Inc. and certain shareholders of ATS Medical, Inc. |
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MEDTRONIC, INC. | ||||
By: | /s/ Gary L. Ellis | |||
Gary L. Ellis | ||||
Senior Vice President and Chief Financial Officer |
Name | Present Principal Occupation | |
Directors | ||
Richard H. Anderson | Chief Executive Officer of Delta Air Lines, Inc. | |
David L. Calhoun | Chairman and Chief Executive Officer of The Nielsen Company | |
Victor J. Dzau, M.D. | Chancellor of Health Affairs at Duke University | |
William A. Hawkins | Chairman and Chief Executive Officer | |
Shirley Ann Jackson, Ph.D. | President of Rensselaer Polytechnic Institute | |
James T. Lenehan | Financial Consultant and Retired Vice Chairman and President of Johnson & Johnson | |
Denise M. O’Leary | Private Venture Capital Investor | |
Kendall J. Powell | Chairman and Chief Executive Officer of General Mills | |
Robert C. Pozen | Chairman of MFS Investment Management | |
Jean-Pierre Rosso | Chairman of World Economic Forum USA | |
Jack W. Schuler | Co-Founder of Crabtree Partners |
Name | Present Principal Occupation and Country of Residency, If not U.S. | |
Executive Officers (Who Are Not Directors) | ||
H. James Dallas | Senior Vice President, Quality and Operations | |
Gary L. Ellis | Senior Vice President and Chief Financial Officer | |
D. Cameron Findlay | Senior Vice President, General Counsel and Secretary | |
Caroline Stockdale | Senior Vice President, Chief Talent Officer,Citizen of United Kingdom | |
Michael J. Coyle | Executive Vice President and Group President, Cardiology | |
James P. Mackin | Senior Vice President and President, Cardiac Rhythm Disease Management (CRDM) | |
Scott R. Ward | Senior Vice President and President, CardioVascular | |
Jean-Luc Butel | Executive Vice President and Group President, International,Citizen of France | |
Christopher J. O’Connell | Executive Vice President and Group President, Spinal and Biologics, Neuromodulation, Diabetes, and Surgical Technologies | |
Robert Blankemeyer | Senior Vice President & President, Surgical Technologies | |
Stephen La Neve | Senior Vice President and President, Spinal and Biologics | |
Catherine Szyman | Sr. Vice President & President, Diabetes | |
Thomas M. Tefft | Sr. Vice President & President, Neuromodulation | |
Richard E. Kuntz, M.D. | Senior Vice President and Chief Scientific, Clinical and Regulatory Officer | |
Susan Alpert, Ph.D., M.D. | Sr. Vice President, Chief Regulatory Officer | |
Stephen N. Oesterle, M.D. | Sr. Vice President for Medicine & Technology |
ATS Medical, Inc. Common Stock | ||||||||
Subject to Voting Agreement | ||||||||
Name of Voting Agreement Shareholder | Number of Shares | Percentage Ownership | ||||||
Theodore C. Skokos | 1,150,505 | 1.46 | % | |||||
Essex Woodlands Health Ventures Fund VIII, L.P. | 5,592,721 | 7.08 | % | |||||
Alta Partners VIII, L.P. | 8,929,869 | 11.31 | % |
Exhibit 2.1 | Agreement and Plan of Merger, dated April 28, 2010, by and among Medtronic, Inc.., Pilgrim Merger Corporation and ATS Medical, Inc. (Incorporated by reference to Exhibit 2.1 to ATS’s Current Report on Form 8-K filed on April 29, 2010 (SEC File No. 0–18062)). | |
Exhibit 2.2 | Form of Voting Agreement, dated April 28, 2010, by and between Medtronic, Inc. and certain shareholders of ATS Medical, Inc. |
DATE: | April ___, 2010 | |||
PARTIES: | Pilgrim Merger Corporation a Minnesota corporation | (hereinafter “Merger Sub”) | ||
and | ||||
________________________, a shareholder of ATS Medical, Inc. | (hereinafter the “Shareholder”) |
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PILGRIM MERGER CORPORATION | ||||
By: | ||||
Its: | ||||
“SHAREHOLDER” | ||||
[Print Name of Shareholder] | ||||
[Signature] | ||||
[Print Name and Title if Signing for Entity] | ||||
[Print Address] | ||||
[Print Telephone Number] | ||||
[Social Security or Tax I.D. Number] | ||||
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