SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
AVI Biopharma, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
637184 10 8
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(CUSIP Number)
Carol E. Malkinson, Esq.
Medtronic, Inc.
710 Medtronic Parkway Northeast
Minneapolis, Minnesota 55432
(612) 514-4000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 20, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
SCHEDULE 13D
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CUSIP NO. 637184 10 8 PAGE 2 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Medtronic, Inc.
41-0793183
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable
OWNED BY warrant)
EACH ---------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable
warrant)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable warrant)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13D
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CUSIP NO. 637184 10 8 PAGE 3 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Medtronic Asset Management, Inc.
41-1721127
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable
OWNED BY warrant)
EACH ----------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable
warrant)
----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,408,451 (includes 3,000,000 shares which may be purchased upon exercise of exercisable warrant)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1. SECURITY AND ISSUER
The class of equity security to which this statement relates is the Common
Stock, $0.0001 par value per share, of AVI Biopharma, Inc. ("AVI"). The name and
address of the principal executive offices of the issuer of such securities are
AVI Biopharma, Inc., One Southwest Columbia Street, Suite 1105, Portland, Oregon
97258.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c)
Medtronic, Inc. ("Medtronic"), 710 Medtronic Parkway N.E., Minneapolis,
Minnesota 55432, is a Minnesota corporation, principally engaged in the business
of therapeutic medical technology, specializing in implantable and
interventional therapies. Medtronic Asset Management, Inc., 710 Medtronic
Parkway N.E., Minneapolis, Minnesota 55432, a Minnesota corporation ("MAMI") is
a wholly-owned subsidiary of Medtronic through which Medtronic holds certain
investments. Information is provided below with respect to persons who are
directors and executive officers of the reporting persons.
William W. George, Chairman and Director, Medtronic, Inc., 710 Medtronic Parkway
N.E., Minneapolis, MN 55432;
Arthur D. Collins, Jr., President, Chief Executive Officer and Director,
Medtronic, Inc., and President and Director, MAMI, 710 Medtronic Parkway N.E.,
Minneapolis, MN 55432;
Glen D. Nelson, M.D., Vice Chairman and Director, Medtronic, Inc., 710 Medtronic
Parkway N.E., Minneapolis, MN 55432;
Michael R. Bonsignore, Director, Medtronic, Inc., Chairman and Chief Executive
Officer, Honeywell International, Inc., 101 Columbia Road, P. O. Box 4000,
Morristown, New Jersey 07962-2497;
William R. Brody, M.D., Ph.D., Director, Medtronic, Inc., President, The Johns
Hopkins University, 3400 North St. Charles St., 242 Garland Hall, Baltimore, MD
21218;
Paul W. Chellgren, Director, Medtronic, Inc., Chairman and Chief Executive
Officer, Ashland Inc., 50 E. RiverCenter Boulevard, P.O. Box 391, Covington, KY
41012-0391;
Antonio M. Gotto, Jr., M.D., Director, Medtronic, Inc., Dean, Cornell University
Medical College, Medical Affairs Provost, Cornell University, Office of the
Dean, 1300 York Avenue, New York, NY 10021;
Bernadine P. Healy, M.D., Director, Medtronic, Inc., President and CEO, American
Red Cross, 430 17th Street, N.W., Washington, DC 20036;
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Jean-Pierre Rosso, Director, Medtronic, Inc., Chairman and Chief Executive
Officer, CNH Global N.V., 700 State Street, Racine, WI 53404;
Jack W. Schuler, Director, Medtronic, Inc., Chairman, Stericycle, Inc. and
Ventana Medical Systems, Inc., 1419 Lake Cook Road, Suite 410, Deerfield, IL
60015;
Gordon M. Sprenger, Director, Medtronic, Inc., Executive Officer, Allina Health
System, 5601 Smetana Drive, Minneapolis, MN 55440;
Jeffrey Balagna, Senior Vice President and Chief Information Officer, Medtronic,
Inc., 710 Medtronic Parkway N.E., Minneapolis, Minnesota 55432;
Janet S. Fiola, Senior Vice President, Human Resources, Medtronic, Inc., 710
Medtronic Parkway N.E., Minneapolis, MN 55432;
Robert Guezuraga, Senior Vice President and President, Cardiac Surgery,
Medtronic, Inc., 710 Medtronic Parkway N.E., Minneapolis, MN 55432;
Steven B. Kelmar, Senior Vice President, External Affairs, Medtronic, Inc., 710
Medtronic Parkway N.E., Minneapolis, MN 55432;
Stephen H. Mahle, Senior Vice President and President, Cardiac Rhythm
Management, Medtronic, Inc., 710 Medtronic Parkway N.E., Minneapolis, MN 55432;
Andrew P. Rasdal, Senior Vice President and President, Vascular, Medtronic,
Inc., 710 Medtronic Parkway N.E., Minneapolis, MN 55432;
Robert L. Ryan, Senior Vice President and Chief Financial Officer, Medtronic,
Inc., and Chief Financial Officer and Director, MAMI, 710 Medtronic Parkway
N.E., Minneapolis, MN 55432;
David J. Scott, Senior Vice President and General Counsel and Secretary,
Medtronic, Inc. and Vice President, Secretary and Director, MAMI, 710 Medtronic
Parkway N.E., Minneapolis, MN 55432;
Keith E. Williams, Senior Vice President and President, Neurological, Spinal,
and ENT, Medtronic, Inc., 710 Medtronic Parkway N.E., Minneapolis, MN 55432;
Barry W. Wilson, Senior Vice President and President, International, Medtronic,
Inc., 710 Medtronic Parkway N.E., Minneapolis, MN 55432;
(d) and (e)
To the knowledge of the reporting persons, neither the reporting persons nor any
of the persons listed above has, during the last five years, been convicted in a
criminal proceeding or was, during the last five years, a party to a civil
proceeding as a result of which such person was or is subject to a judgment,
decree or final order enjoining future
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the individuals referred to above are United States citizens, except
Mr. Wilson, who is a dual citizen of the United Kingdom and South Africa.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This statement relates to an Investment Agreement entered into on May 22, 2001
(the "Investment Agreement") between AVI and MAMI. Pursuant to the Investment
Agreement, on June 20, 2001, MAMI purchased 1,408,451 shares of AVI Common Stock
at a price of $7.10 per share and received a warrant to purchase an additional
3,000,000 shares of AVI Common Stock (the "Warrant") exercisable at a price of
$10.00 per share at any time during the five years after June 20, 2001. The
Investment Agreement contemplates additional purchases by MAMI of up to
$10,000,000 of AVI Common Stock subject to the achievement of certain milestones
and the receipt of certain governmental and regulatory approvals. Funds for the
purchase of such shares, including any shares purchased upon exercise of the
Warrant, have been and will be provided out of the working capital of MAMI
following a capital contribution in like amount made by Medtronic, which owns
all the issued and outstanding shares of MAMI.
Item 4. PURPOSE OF TRANSACTION
MAMI has acquired the shares of AVI Common Stock and the Warrant solely for
investment purposes. Based upon its evaluation of AVI's financial condition,
market conditions and other factors it may deem material, the reporting persons
may seek to acquire additional shares of AVI Common Stock in the open market or
in private transactions, or may dispose of all or any portion of the shares
currently owned or which may be acquired upon exercise of the Warrant. Except as
set forth in the preceding sentence or as provided in the Investment Agreement,
the reporting persons presently do not have any definitive plans or proposals
that relate to or would result in transactions of the kind described in
paragraphs (a) through (j) of Item 4 of Schedule 13D, but may, at any time and
from time to time, review, reconsider and discuss with AVI or others the
reporting persons' positions with respect to AVI which could thereafter result
in the adoption of such plans or proposals. At the time of MAMI's acquisition of
the shares of AVI Common Stock and the Warrant, AVI and Medtronic entered into a
License and Development Agreement (the "License Agreement") and a Supply
Agreement (the "Supply Agreement"). Under the License Agreement, AVI granted to
Medtronic a worldwide exclusive license for a family of antisense compounds,
including Resten-NG(TM), which Mectronic expects to load on medical devices,
including stents to treat vascular disease. Under the Supply Agreement, AVI
agreed to supply all of Medtronic's needs for the products developed by
Medtronic under the License Agreement at negotiated prices.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Medtronic, through MAMI, is the beneficial owner of 4,408,451 shares of
Common Stock of AVI (including 3,000,000 shares which are not outstanding but
which may be purchased upon exercise of the Warrant), which represents
approximately 17.0% of the outstanding Common Stock of AVI (assuming exercise of
the Warrant). To the knowledge of the reporting persons, no other person named
in Item 2 beneficially owns any AVI shares.
(b) Medtronic, through MAMI, has the sole power to vote and the sole power to
dispose of all shares of AVI Common Stock beneficially owned by it.
(c) The only transaction in the Common Stock of AVI that was effected by any
person named in paragraph (a) above during the past 60 days is the acquisition
of 1,408,451 shares and a Warrant to purchase 3,000,000 shares as reported in
Item 3 above.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, the subject
securities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
As described in Item 3 above, MAMI is a party to the Investment Agreement
pursuant to which MAMI acquired 1,408,451 shares of AVI Common Stock and a
Warrant to purchase 3,000,000 shares and may acquire additional shares upon the
happening of certain events. AVI and MAMI also entered into a registration
rights agreement which grants to MAMI and its transferees or assignees certain
demand and piggyback registration rights regarding the registration for resale
of (a) the AVI Common Stock acquired or to be acquired by MAMI pursuant to the
Investment Agreement, (b) the Warrant and (c) the shares of AVI Common Stock
which may be acquired upon exercise of the Warrant.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement by the persons filing this Form 13D to make a joint
filing.
Exhibit B - Warrant to purchase 3,000,000 shares of AVI Common Stock dated June
20, 2001.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 28, 2001
MEDTRONIC, INC.
By: /s/ DAVID J. SCOTT
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David J. Scott
Senior Vice President and General Counsel
MEDTRONIC ASSET MANAGEMENT, INC.
By: /s/ DAVID J. SCOTT
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David J. Scott
Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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A Agreement by the persons filing this Form 13D to make a joint filing.
B Warrant to purchase 3,000,000 shares of AVI Common Stock dated
June 20, 2001.
9