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 October 22, 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 October 22, 1996, St. Jude Medical, Inc. ("St. Jude"), entered into definitive agreements to acquire in cash transactions (a) from Telectronics Pacing Systems, Inc., a wholly owned subsidiary of Pacific Dunlop, Ltd. ("Pacific Dunlop"), substantially all of its cardiac rhythm management assets, (b) Medtel, a distribution company, also a wholly owned subsidiary of Pacific Dunlop, Ltd., and (c) certain intellectual property rights from Intermedics, Inc. ("Intermedics"). Separately, on October 22, 1996, St. Jude entered into a definitive agreement providing for the merger of Ventritex, Inc. ("Ventritex"), into Pacesetter, Inc. ("Pacesetter"), a wholly owned subsidiary of St. Jude. Each outstanding share of Ventritex, Inc., common stock will be converted into .6 share of St. Jude common stock. The acquisition of certain intellectual property rights from Intermedics included settlements of intellectual property disputes between Intermedics and Ventritex as well as Intermedics and Pacesetter. The transactions with Pacific Dunlop are expected to close in the 1996 fourth quarter. The Ventritex transaction is expected to close by the end of the first quarter 1997. 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 November 1, 1996 By /s/ Stephen L. Wilson Stephen L. Wilson Vice President - Finance and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 "ST. JUDE MEDICAL TO ACQUIRE TELECTRONICS, MEDTEL, AND SETTLE INTERMEDICS DISPUTE" news release. 99.2 "ST. JUDE AND VENTRITEX TO MERGE" news release.