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
September 30, 1994
Date of Report (Date of earliest event reported)
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in charter)
Minnesota 0-8672 41-1276891
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Lillehei Plaza, St. Paul, MN 55117
(Address of principal executive offices)(Zip Code)
(612) 483-2000
Registrant's telephone number including area code
Not applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective September 30, 1994, St. Jude Medical, Inc. acquired substantially
all of the assets (the "Acquisition") of the worldwide cardiac rhythm management
business of Siemens AG, pursuant to two asset purchase agreements: (i) the Asset
Purchase Agreement dated as of June 26, 1994 among St. Jude Medical, Inc. (the
"Company"), SJM Acquisition Corp., Siemens-Pacesetter, Inc. and Siemens Medical
Systems, Inc. ("SMS") and (ii) the [Non-U.S.] Asset Purchase Agreement dated as
of June 26, 1994 among the Company, St. Jude Medical International, Inc. and
Siemens-Elema AB (collectively, the "Purchase Agreements").
The Acquisition consisted of the tangible and intangible assets,
properties, rights and goodwill of Siemens-Pacesetter, Inc. and the Cardiac
Systems Division of Siemens-Elema AB used in their Cardiac Stimulation Device
business, excluding cash and certain other assets. The principal production
facilities acquired are located in Sylmar, California and Solna, Sweden, with
sales and support resources in over 70 countries. The Company presently intends
to continue to utilize the assets acquired for the research, development,
manufacturing, marketing and sale of cardiac rhythm management products
(including technology related to bradycardia, tachycardia, atrial fibrillation
and electrophysiology) in a manner similar to that used by the sellers prior to
the Acquisition.
In consideration for the Acquisition, the Company paid $524.3 million, of
which $13 million was placed into an escrow account pending final adjustments
based on the net book value of the net assets transferred to the Company. The
Company funded the Acquisition through a combination of $274.3 million of its
general funds and $250 million bank debt provided by an eleven-member bank group
lead by Bank of America National Trust and Savings Association. The terms of the
Acquisition were the result of arms-length negotiation between the parties, and
the Acquisition will be accounted for as a purchase.
Except for certain matters provided for in the Purchase Agreements and
other agreements designed to provide an orderly transition, it is expected that
the Company and Siemens will cease to have any material contractual or other
material relationship with each other following the final purchase price
adjustment. The Purchase Agreements provide that, subject to limitations, SMS
and Siemens-Elema AB will indemnify the Company for certain losses resulting
from the breach of any of their representations and warranties and losses
resulting from excluded liabilities, and the Company will indemnify SMS and
Siemens-Elema AB for certain losses resulting from assumed liabilities. The
Purchase agreements also provide for the cooperation and access to facilities
and personnel of the parties to assist in matters continuing past closing, such
as the payment of taxes and resolution of outstanding claims and litigation.
Other agreements provide for the use of the Siemens name on products, literature
and tooling for a transitional period, as well as for the provision of
transitional services by Siemens in several foreign countries for a limited
period of time.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired:
At this time, it is impractical to provide the financial
statements of the acquired business. Pursuant to
paragraph(a)(4) of Item 7 of Form 8- K, such financial
statements will be filed with the Commission no later than 60
days after the due date of this report on Form 8-K (December
16, 1994).
(b) Proforma Financial Information:
At this time, it is impractical to provide the required
proforma financial information of the acquired business.
Pursuant to paragraph (b)(2) of Item 7 of Form 8-K, such
proforma financial information will be filed with the
Commission no later than 60 days after the due date of this
report on Form 8K (December 16, 1994).
(c) Exhibits:
2.1 Asset Purchase Agreement dated June 26, 1994.
2.2 Non-U.S. Asset Purchase Agreement dated June 26, 1994.
Pursuant to the requirements of the Securities and 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 By _________________________________
Stephen L. Wilson
Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Asset Purchase Agreement among St. Jude Medical, Inc.,
SJM Acquisition Corp., Siemens-Pacesetter, Inc. and
Siemens Medical Systems, Inc. dated as of June 26, 1994.
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant
has omitted the following schedules and exhibits and agrees
to furnish supplementally a copy of any such omitted schedule
or exhibit to the Commission upon request:
Schedule 2.2.2 - Adjustments to Closing Balance Sheet
Schedule 2.2.2.1- Intercompany Eliminations
Schedule 4.1.3 - Subsidiaries
Schedule 4.1.5 - Officers and Directors of
Siemens-Pacesetter, Inc.
Schedule 4.1.6 - Consents
Schedule 4.1.7 - Defaults
Schedule 4.2 - Deal Balance Sheet
Schedule 4.3 - Certain Developments
Schedule 4.4 - Title to Personal Property and Assets
Schedule 4.5 - Trademarks, Patents, Patent Applications
and Copyrights
Schedule 4.6 - Commitments
Schedule 4.7 - Litigation
Schedule 4.8 - Permits
Schedule 4.9 - Governmental Consents, Filings, etc.
Schedule 4.10 - Employee Benefit Plans
Schedule 4.11 - Employees
Schedule 4.12 - Environmental Conditions
Schedule 4.18 - Insurance
Schedule 4.19 - Real Property
Schedule 5.2 - Consents
Schedule 6.2.2 - Agreements Outside the Ordinary Course
Schedule 6.10 - Certain Assets
Schedule 7.3 - Retention Agreements
Exhibit 3.2.1 - Form of Shareholder Officers' Certificates
Exhibit 3.2.2 - Form of Opinions of Counsel for
Shareholder and the Company
Exhibit 3.2.4 - Form of Assignment and Assumption Agreement
Exhibit 3.2.8A - Form of Bill of Sale and Assignment
Exhibit 3.2.8B - Form of Deed
Exhibit 3.2.10 - Form of Canadian Transitional
Services Agreement
Exhibit 3.3.2 - Form of SJM Officer's Certificate
Exhibit 3.3.3 - Form of Opinion of Counsel for SJM
Exhibit 3.3.7 - Form of Assumption Agreement
2.2 [Non-U.S.] Asset Purchase Agreement among St. Jude
Medical, Inc., St. Jude Medical Interanational, Inc. and
Siemens-Elema AB dated as of June 26, 1994
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant has
omitted the following schedules and exhibits and agrees to
furnish supplementally a copy of any such omitted schedule or
exhibit to the Commission upon request:
Schedule 1.1(a) - Shareholder Affiliates
Schedule 1.1(a)(i) - Furniture, Fixtures, Equipment, Machinery and
Other Tangible Personal Property
Schedule 1.1(a)(ii) - Vehicles
Schedule 1.1(a)(iii) - Inventories
Schedule 1.1(a)(iv) - Accounts Receivable
Schedule 1.1(a)(viii) - Contracts, Licenses, etc.
Schedule 1.1(a)(ix) - Intellectual Property
Schedule 1.1(a)(xiii) - Advances, Deposits, Prepaid Invoices and
Other Prepaid Expenses
Schedule 1.1(a)(xv) - Interests in Real Property Leases
Schedule 2.2.2 - Adjustments
Schedule 2.2.2.1 - Intercompany Eliminations
Schedule 4.1.4 - Consents
Schedule 4.1.5 - Defaults
Schedule 4.2 - Financial Statements
Schedule 4.3 - Certain Developments
Schedule 4.4 - Personal Property
Schedule 4.5 - Patents, Trademarks, Service Marks,
Trade Names, Copyrights; Registrations;
Applications for Registration
Schedule 4.6 - Commitments
Schedule 4.7 - Litigation
Schedule 4.8 - Permits; Consents
Schedule 4.9 - Governmental Consents
Schedule 4.10 - Employee Benefit Plans
Schedule 4.11 - Employees
Schedule 4.13 - Governmental Notices
Schedule 4.14 - Real Property
Schedule 4.17 - Affiliated Transactions
Schedule 4.18 - Insurance
Schedule 5.2 - Consents
Schedule 6.2 - Conduct of Business; Agreements, etc.
Schedule 7.1.2 - Assumed Employee Benefit Plans
Schedule 8.5 - Certain Consents
Exhibit 1.4.1 - Form of Siemens Transitional Services Agreement
Exhibit 3.2.2 - Form of Assignment and Assumption Agreement