UNITED STATES
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
Date of Report (Date of earliest event reported) September 23, 2004
------------------
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-8672 41-1276891
- ---------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Lillehei Plaza, St. Paul, MN 55117
- -------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (651) 483-2000
--------------
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2004, the Company announced that it has signed a definitive
agreement to acquire Endocardial Solutions, Inc. A copy of the Amended and
Restated Agreement and Plan of Merger is furnished herewith as Exhibit 1.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits:
1 Amended and Restated Agreement and Plan of Merger
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 29th day of September, 2004.
ST. JUDE MEDICAL, INC.
By: /s/ Kevin T. O'Malley
----------------------
Kevin T. O'Malley
Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
1 Amended and Restated Agreement and Plan of Merger,
dated September 29, 2004.