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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): November 1, 1998
Sofamor Danek Group, Inc.
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(Exact name of Registrant as specified in its charter)
Indiana 000-19168 35-1580052
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1800 Pyramid Place, Memphis, Tennessee 38132
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(Address of principal executive offices) (Zip Code)
(901) 396-2695
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On November 1, 1998, Sofamor Danek Group, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Medtronic, Inc., a Minnesota corporation ("Parent"), and MSD Merger Corp., an
Indiana corporation and wholly owned subsidiary of Parent ("Merger Subsidiary").
Subject to the terms and conditions of the Merger Agreement,
Merger Subsidiary will be merged with and into the Company (the "Merger") at the
effective time of the Merger and the Company will become a wholly owned
subsidiary of Parent. At the effective time of the Merger, then outstanding
shares of common stock, no par value, of the Company ("Company Common Stock"),
other than shares of Company Common Stock to be canceled in accordance with the
Merger Agreement, will be converted into the right to receive a number of shares
(carried out to five decimal places and rounded up if the sixth decimal place is
5 or greater) (the "Conversion Ratio") of common stock, par value $.10 per
share, of Parent ("Parent Common Stock"), based on the average (rounded to the
nearest full cent, with the cents rounded up if the third decimal place is 5 or
more) of the daily closing sale prices of a share of Parent Common Stock as
reported on the New York Stock Exchange ("NYSE") Composite Tape, as reported in
the Wall Street Journal (the "Parent Average Stock Price"), for the fifteen
consecutive NYSE trading days ending on and including the NYSE trading day that
is two NYSE trading days prior to the meeting of shareholders of the Company
that will be called to vote on the Merger (the "Determination Period"),
determined as follows.
(i) if the Parent Average Stock Price for the Determination Period
is greater than $56.97 and less than $69.63, then the
Conversion Ratio shall equal $115 divided by the Parent
Average Stock Price for the Determination Period;
(ii) if the Parent Average Stock Price for the Determination Period
is equal to or less than $56.97, then the Conversion Ratio
shall equal 2.01861; or
(iii) if the Parent Average Stock Price for the Determination Period
is equal to or greater than $69.63, then the Conversion Ratio
shall equal 1.65159.
The Merger is subject to approval by the shareholders of the
Company, regulatory approvals and other customary closing conditions.
Also on November 1, 1998, the Company entered into a Stock
Option Agreement with Parent (the "Stock Option Agreement") pursuant to which
the Company granted an option to Parent to purchase up to 5,366,478 shares of
Company Common Stock at a price of $115 per share upon the occurrence of certain
events related to termination of the Merger Agreement.
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The foregoing summaries of certain principal terms of the
Merger Agreement and the Stock Option Agreement do not purport to be complete
and are qualified in their entirety by reference to the Merger Agreement and the
Stock Option Agreement, copies of which are attached hereto as Exhibit 2.1 and
Exhibit 2.2, respectively, and are hereby incorporated by reference herein.
A copy of the press release issued by Parent and the Company
on November 2, 1998 is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated November 1, 1998, by
and among Medtronic, Inc., MSD Merger Corp. and Sofamor
Danek Group, Inc.
2.2 Stock Option Agreement, dated November 1, 1998, by and
between Medtronic, Inc. and Sofamor Danek Group, Inc.
99.1 Press Release dated November 2, 1998.
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SIGNATURES
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.
SOFAMOR DANEK GROUP, INC.
By: Stephen S. Phillips
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Stephen S. Phillips
Executive Vice President and General
Counsel
Dated: November 5, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated November 1, 1998,
by and among Medtronic, Inc., MSD Merger Corp. and
Sofamor Danek Group, Inc.
2.2 Stock Option Agreement, dated November 1, 1998, by
and between Medtronic, Inc. and Sofamor Danek Group, Inc.
99.1 Press Release dated November 2, 1998.