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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MINIMED INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4408171
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(State of Incorporation or Organization) (IRS Employer Identification no.)
18000 Devonshire Street
Northridge, California 91325
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Rights to Purchase
Series B Junior Participating Cumulative
Preferred Stock, Nasdaq National Market
par value $.01 per share
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its Registration
Statement on Form 8-A, dated June 14, 1995, as set forth below:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The descriptions of the Registrant's Common Stock, $.01 par value per
share, and the associated preferred stock purchase rights which are contained in
the Registrant's Registration Statement on Form S-1 (Commission File No.
33-92710), as amended from time to time, are hereby incorporated herein by
reference.
Effective as of May 29, 2001, the Board of Directors of MiniMed Inc. (the
"Company") approved a Second Amendment To Rights Agreement (Reformed) (the
"Amendment") to that certain Rights Agreement (the "Rights Agreement") dated as
of July 24, 1995 between the Company and Computershare Investor Services, LLC,
as successor to Harris Trust Company of California, as Rights Agent (the "Rights
Agent"), as amended by that certain First Amendment to the Rights Agreement
effective May 1, 1999. The Amendment, as revised, provides that Medtronic,
Inc.("Medtronic") will not be deemed a 15% Stockholder (as that term is defined
in the Rights Agreements) to the extent that Medtronic acquires or is deemed to
acquire beneficial ownership of voting shares of the Company by entering into
the Agreement and Plan of Merger among Medtronic, the Company and MMI Merger
Corp., a wholly owned subsidiary of Medtronic, (the "Merger Agreement"), by
entering into the Agreements to Facilitate Merger (collectively, the "Support
Agreements") with certain of the Company's stockholders in connection with the
Merger Agreement or by consummating the transactions contemplated by the Merger
Agreement or the Support Agreements. The Amendment further provides that neither
the execution and delivery of the Support Agreements, the execution or delivery
of the Merger Agreement, nor the consummation of the transactions contemplated
thereby shall be deemed to result in any Person becoming a 15% Stockholder.
Furthermore, neither the execution and delivery of the Support Agreements, the
execution and delivery of the Merger Agreement, nor the consummation of the
transactions contemplated thereby shall cause any distribution of the Rights or
any right to exercise Rights, as such term is defined in the Rights Agreement.
The Merger Agreement provides for the merger of MMI Merger Corp. into the
Company after which the Company will become a wholly-owned subsidiary of
Medtronic. The Support Agreements provide for certain stockholders of the
Company, including Alfred E. Mann, the founder, Chairman and Chief Executive
Officer of the Company, to vote shares of the Company's Common Stock held
beneficially by them (including shares as to which beneficial ownership is
acquired after the date of the Support Agreements) in favor of approval, consent
and ratification of the merger and against any proposal or action that could
impede, interfere with, frustrate, nullify or discourage the merger, could
facilitate the acquisition of the Company by a party other than Medtronic or
could result in any of the conditions to the obligations of the Company under
the Merger Agreement not being fulfilled.
The Amendment further eliminates from the definition of "beneficial
ownership," as applied to Medtronic, securities of the Company subject to the
Support Agreements or beneficially owned by the parties to those agreements
other than Medtronic. Finally, the
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Amendment provides for the Rights Agreement to expire upon the effectiveness of
the merger with Medtronic without any further obligations under the Rights
Agreement except for the payment of any fees, expenses and indemnification to
which the Rights Agent is entitled under the Rights Agreement.
The Second Amendment to the Rights Agreement, as revised, is attached
hereto as Exhibit 4 and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to that Second Amendment.
ITEM 2. EXHIBITS.
4. Second Amendment to Rights Agreement effective as of May 29, 2001, as
revised, between MiniMed Inc. and Computershare Investor Services, LLC, a
successor in interest to Harris Trust Company of California, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: June 26, 2001 MINIMED INC.
By: /s/ Eric S. Kentor
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Name: Eric S. Kentor
Its: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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4 Second Amendment to Rights Agreement effective as of
May 29, 2001, between MiniMed Inc. Computershare
Investor Services, LLC, a successor in interest to
Harris Trust Company of California, as Rights Agent.
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