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
January 29, 1996
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 5. OTHER EVENTS
On January 29, 1996, St. Jude Medical, Inc. (the "Company"), Partner Acquisition
Corp. and Daig Corporation ("Daig"), executed an Agreement and Plan of Merger
(the "Agreement"). Pursuant to this Agreement, the Company will acquire all the
outstanding shares of Daig common stock in exchange for Company common stock.
Each share of Daig's outstanding common stock will be converted into the right
to receive .651733 shares of Company common stock. The transaction is expected
to close during the second quarter of 1996.
Daig is a Minnetonka, Minnesota based manufacturer of specialized cardiovascular
devices for the electrophysiology and interventional cardiology markets. Daig
will continue to operate as a wholly owned subsidiary of the Company.
Based on the 15,364,144 shares of Daig common stock shares outstanding and
exercisable stock options, St. Jude will issue approximately 10,000,000 shares
to acquire Daig. The acquisition will be accounted for as a pooling of interests
and is intended to qualify as a reorganization (tax free to the Daig
shareholders) under the provisions of Section 368(a) of the Internal Revenue
Code. The transaction is dependent upon regulatory clearance and the favorable
vote of Daig's shareholders.
Prior to the commencement of negotiations between the Company and Daig, there
were no material relationships between Daig and the Company, any affiliate of
either company or any officer or director of either company.
ITEM 7. EXHIBITS
Exhibits:
2.1 Agreement and Plan of Merger dated January
29, 1996 (incorporated herein by reference
to Exhibit 1 to Schedule 13-D filed on
February 7, 1996 by St. Jude Medical, Inc.).
2.2 Shareholders Agreement, dated as of January
29, 1996, by and between St. Jude Medical,
Inc., Daig Corporation, John J.
Fleischhacker and Daniel J. Starks
(incorporated herein by reference to Exhibit
2 to Schedule 13-D filed on February 7, 1996
by St. Jude Medical, Inc.).
99.1 Press Release dated January 30, 1996.
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 2/13/96 By
------------------- ----------------------------------------
Stephen L. Wilson
Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
- ------------- -----------------------
2.1 Agreement and Plan of Merger among St. Jude Medical, Inc.,
Partner Acquisition Corp., and Daig Corporation dated as of
January 29, 1996, (incorporated herein by reference to
Exhibit 1 to Schedule 13-D filed on February 7, 1996 by St.
Jude Medical, Inc.)
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 3.1.2 - Events Deemed to cause a "Material Adverse
Effect"
Schedule 3.3 - Subsidiaries and other Ownership interests of
Daig
Schedule 3.4.2 - Government Authorization; Comments
Schedule 3.5 - Non-Contravention
Schedule 3.9 - Material Events since September 30, 1995
Schedule 3.10 - Properties; Liens Schedule 3.11 - Litigation
Schedule 3.12 - Taxes
Schedule 3.13 - ERISA
Schedule 3.16 - Patents, Trademarks, Trade Name, Service
Marks and Copyrights
Schedule 3.18 - Contracts
Schedule 3.19.2 - Products; Regulation
Schedule 3.22 - Employee Relations
Schedule 3.23 - Insurance
Schedule 3.24 - Potential Conflicts of Interests
Schedule 3.25 - Bank Accounts.
Schedule 5.8.1(ii) - Employees not deemed "Affected
Employees"
Exhibit 10.2 - Form of Affiliate Agreement
2.2 Shareholders Agreement, dated as of January 29, 1996, by and
between St. Jude Medical, Inc., Daig Corporation, John J.
Fleischhacker and Daniel J. Starks (incorporated herein by
reference to Exhibit 2 to Schedule 13-D filed on February 7,
1996 by St. Jude Medical, Inc.).
99.1 Press Release dated January 30, 1996