UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 11, 2010
Medtronic, Inc.
(Exact name of Registrant as Specified in its Charter)
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Minnesota
(State or other jurisdiction of
incorporation)
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1-7707
(Commission File
Number)
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41-0793183
(IRS Employer Identification No.) |
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710 Medtronic Parkway
Minneapolis, Minnesota
(Address of principal executive offices)
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55432
(Zip Code) |
(Registrant’s telephone number, including area code): (763) 514-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On March 11, 2010, Medtronic, Inc. (the “Company”) agreed to sell $1,250,000,000 aggregate
principal amount of its 3.00% Senior Notes due 2015 (the “2015 Notes”), $1,250,000,000 aggregate
principal amount of its 4.45% Senior Notes due 2020 (the “2020 Notes”) and $500,000,000 aggregate
principal amount of its 5.55% Senior Notes due 2040 (the “2040 Notes,” and together with the 2015
Notes and the 2020 Notes, the “Notes”) pursuant to an Underwriting Agreement dated March 11, 2010
(the “Underwriting Agreement”), among the Company, Deutsche Bank Securities Inc., Goldman, Sachs &
Co., J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives of the
underwriters named therein. The Company’s representations in the Underwriting Agreement were made
as of the date thereof in connection with negotiating the contract, are subject to qualifications
and limitations agreed to by the parties, may have been used for purposes of allocating risk
between the parties rather than for the purpose of establishing matters as facts, and should not be
relied upon as though such representations were made to any holders of securities of the Company.
You should read the information provided in the filing and in the Company’s other filings with the
Securities and Exchange Commission.
The sale of the Notes closed on March 16, 2010. The Notes were issued pursuant to an Indenture
dated March 12, 2009, as supplemented by the Second Supplemental Indenture dated March 16, 2010
(the “Second Supplemental Indenture”), among the Company and Wells Fargo Bank, National
Association, as trustee. The offer and sale of the Notes have been registered under the Securities
Act of 1933, as amended, pursuant to a registration statement on Form S-3ASR (No. 333-157777) filed
with the Securities and Exchange Commission on March 9, 2009.
The purpose of this Current Report is to file with the Securities and Exchange Commission the
Underwriting Agreement and the Second Supplemental Indenture, which includes the form of Global
Notes, copies of which attached hereto as Exhibits 1.1 and 4.1, respectively. A copy of the press
release related to this offering is also attached hereto as Exhibit 99.1.
The foregoing description of the issuance, sale and term of the Notes does not purport to be
complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture
and the Supplemental Indenture entered into in connection therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated March 11, 2010, among the Company, Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
representatives of the underwriters named therein.
4.1 Second Supplemental Indenture, dated March 16, 2010, among the Company and Wells Fargo Bank,
National Association, as trustee (which includes the form of Global Notes).
99.1 Press Release of the Company dated March 11, 2010.