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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) -- August 21, 2003
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ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16407 13-4151777
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
345 EAST MAIN STREET, WARSAW, INDIANA 46580
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(Address of principal executive offices) (Zip Code)
(574) 267-6131
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Zimmer Holdings,Inc. announced that at a special meeting of
stockholders reconvened on August 21, 2003 in Warsaw, Indiana, its
stockholders voted to approve the issuance of up to 45.4 million shares of
common stock, par value $0.01 per share, of Zimmer in connection with Zimmer's
exchange offers for all of the outstanding registered shares (including shares
represented by American depositary shares) of Centerpulse AG ("Centerpulse")
and all of the outstanding bearer shares of InCentive Capital AG ("InCentive").
In its announcement, Zimmer also highlighted certain aspects of the "mix
and match" election feature of its exchange offers for Centerpulse and
InCentive.
The above announcements were made in a press release, which is attached
hereto as exhibit 99.1
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Zimmer Holdings, Inc., dated August 21, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zimmer
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIMMER HOLDINGS, INC.
By: /s/ David C. Dvorak
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David C. Dvorak
Senior Vice President, Corporate
Affairs, General Counsel and Secretary
Date: August 21, 2003
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release of Zimmer Holdings, Inc., dated August 21, 2003.
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