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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 (IRS Employer
or Organization) Identification no.)
12744 San Fernando Road
Sylmar, California 91342
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. 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,
par value $.01 per share Nasdaq National Market
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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 by
reference.
On February 28, 1999, the Board of Directors of MiniMed Inc. (the
"Company") approved an amendment to that certain Rights Agreement (the "Rights
Agreement") dated as of July 24, 1995 between the Company and Harris Trust
Company of California, as Rights Agent (the "Rights Agent"). The Amendment to
the Rights Agreement amends the Rights Agreement to change the initial exercise
price of a Right (as defined in the Rights Agreement) from $65.00 to $250.00 and
to eliminate those provisions that require that certain actions may only be
taken by "Independent Directors" (as defined in the Rights Agreement). Such
amendment became effective on May 1, 1999.
The Amendment to the Rights Agreement is attached hereto as
Exhibit 4.4 and is incorporated herein by reference. The foregoing description
is qualified in its entirety by reference to that Amendment.
ITEM 2. EXHIBITS.
4.1 Certificate of Incorporation*
4.2 Bylaws*
4.3 Stockholder Rights Plan*
4.4 Amendment to Rights Agreement dated as of May 1, 1999 between
MiniMed Inc. and Harris Trust Company of California, as Rights
Agent, which includes amendments to the Form of Right Certificate
set forth as Exhibit B and amendments to the Summary of the
Rights set forth as Exhibit C.
* Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (Commission File No. 33-92710), as amended
from time to time.
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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: May 7, 1999 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 Sequentially
Number Description Numbered Page*
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4.1 Certificate of Incorporation*
4.2 Bylaws*
4.3 Stockholder Rights Plan*
4.4 Amendment to Rights Agreement dated as of May 1, 1999,
between MiniMed Inc. and Harris Trust Company of
California, as Rights Agent, which includes amendments to
the Form of Right Certificate set forth as Exhibit B and
amendments to the Summary of the Rights set forth as
Exhibit C.
* Incorporated by reference from the Registrant's
Registration Statement on Form S-1 (Commission File
No. 33-92710), as amended from time to time.
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*Contained only in manually executed version