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
November 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
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(State or other (Commission File (IRS Employer
jurisdiction of 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 November 29, 1996 St. Jude Medical, Inc. completed the acquisition
from Telectronics Pacing Systems, Inc. of Englewood, Colorado, a wholly owned
subsidiary of Pacific Dunlop, Ltd., substantially all of its cardiac rhythm
management assets and the acquisition of Medtel, an Asia-Pacific medical
products distribution business which is also related to Pacific Dunlop. The
terms of both transactions were announced by the Company on October 23 and filed
in a Form 8-K Current Report dated November 1, 1996.
St. Jude Medical paid $135 million in cash for the assets of Telectronics and
Medtel. The Telectronics agreement also includes an earnout provision tied to
future product sales which could result in additional payments of up to $40
million over six years if certain revenue milestones are achieved. The Company
funded the acquisitions through a combination of $30 million in cash and a $105
million loan under its revolving credit facility. The terms of the acquisitions
were the result of arms-length negotiations between the parties, and the
acquisitions will be accounted for as a purchase. Among the assets St. Jude
Medical is acquiring from Telectronics are extensive intellectual property
assets, patent cross-licensing agreements, advanced bradycardia technology and
global sales and marketing presence.
Products liability for all Telectronics products manufactured prior to November
30, 1996, will not pass to St. Jude Medical. This includes all liability related
to Telectronics' AccufixTM pacemaker leads. Telectronics has opened the Accufix
Research Institute in Englewood, Colorado, to deal with matters related to these
lead products. St. Jude Medical will not manufacture these lead products nor
have any role in the management of the Accufix Research Institute.
The Company expects to incur substantial charges as a result of integrating
Telectronics into its Cardiac Rhythm Management division. Under purchase
accounting, these charges will be reflected as additional goodwill as they
pertain to Telectronics operations and as current period expense as they pertain
to St. Jude Medical operations.
ITEM 7. EXHIBITS
(a) Financial Statements of Business Acquired:
Pursuant to paragraph (a)(4) of Item 7 of Form
8-K, financial statements will be filed with the
Commission, if required, within 60 days
subsequent to the due date of this report on Form
8-K.
(b) Proforma Financial Information:
Pursuant to paragraph (b)(2) of Item 7 of Form
8-K, proforma financial information will be filed
with the Commission, if required, no later than
60 days after the due date of this report on Form
8-K.
(c) Exhibits:
2.1 Coordination and Adjustment Agreement dated September 24,
1996.
2.2 Asset Purchase Agreement dated September 24, 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 Dec. 16, 1996 By /s/ STEPHEN L. WILSON
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Stephen L. Wilson
Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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2.1 COORDINATION AND ADJUSTMENT AGREEMENT ( "Agreement") dated as
of September 24, 1996 by and among O Acquisition, Inc.
("Buyer"), a Delaware corporation and wholly owned subsidiary
of St. Jude Medical, Inc. and each of the parties set forth on
the signature pages under the heading "Sellers", together with
any additional parties executing a counterpart to Agreement
pursuant to Section 3.9.
2.2 ASSET PURCHASE AGREEMENT, dated as of September 24, 1996 (as
amended from time to time, the "Agreement"), by and among O
Acquisition, Inc., a Delaware corporation ("Buyer"),
Telectronics Pacing Systems, Inc., a Delaware corporation
("TPSI") and TPLC, Inc., a Delaware corporation (d/b/a
Telectronics Pacing Systems) ("TPLC," together with TPSI, the
"Sellers").
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant
has omitted the following schedules, exhibits and other
agreements and agrees to furnish supplementally a copy of any
such omitted schedules, exhibits and agreements to the
Commission upon request.
Schedule 1.1(j) - Certain Prepaid Expenses Schedule
Schedule 1.1(m) - Other
Purchased Assets Schedule
Schedule 1.2(h) - Accufix Research Institute Schedule
Schedule 1.2(j) - Affiliated Agreements Schedule
Schedule 2.1(b) - Contingent Payments Schedule
Schedule 3.2(b) - Product Liability Litigation Schedule
Schedule 4.3 - Consents/Conflicts Schedule
Schedule 4.4 - Compliance with Laws Schedule
Schedule 4.6 - Conduct with Domestic Operations Schedule
Schedule 4.8 - Taxes Schedule
Schedule 4.9 - Encumbrances Schedule
Schedule 4.11 - Real Property Schedule
Schedule 4.12 - Inventory Schedule
Schedule 4.13 - Personal Property Schedule
Schedule 4.14 - Governmental Permits Schedule
Schedule 4.15 - Proprietary Rights Schedule
Schedule 4.16 - Employee Benefits Schedule
Schedule 4.17 - Contracts Schedule
Schedule 4.18 Status of Contracts Schedule
Schedule 4.19 Environmental Matters Schedule
Schedule 4.20 Legal Proceedings Schedule
Schedule 7.2 Retained Employees Schedule
Schedule 8.4 Necessary Governmental Approvals Schedule
Schedule 9.5 Guarantees Schedule
Schedule 12.13 "Knowledge" Schedule
Exhibit A Consulting Agreement
Exhibit B Opinion of Counsel to Sellers
Exhibit C Other Conditions
Exhibit D Opinion of Counsel to Buyer
Exhibit E Guaranty
Variation Agreement dated as of 29 November 1996 between O Acquisition, Inc.,
Telectronics Pty, Ltd., and Medical Telectronics Pty, Ltd.
First Amendment to Coordination and Adjustment Agreement dated as of 29 November
1996 between O Acquisition, Inc., Pacesetter, Inc., Telectronics Pacing Systems,
Inc., TPLC, Inc., Medical Telectronics Pty, Ltd., Telectronics Pty, Ltd. and
each of the parties set forth on the signature pages under the heading
"Sellers".
International Purchase Agreements between various St. Jude Medical, Inc.
subsidiaries and Telectronics legal entities in the following countries:
Australia, France, Germany, Canada, U.K., Belgium, Austria, Denmark,
Netherlands, Brazil, Hong Kong, New Zealand, Netherland Antilles, all of which
are substantially in the form of the Asset Purchase Agreement, except as
necessary to comply with local laws and regulations.