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 9, 2009
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 |
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| Minneapolis, Minnesota
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55432 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On March 9, 2009, Medtronic, Inc. (the “Company”) agreed to sell $550,000,000 principal amount of
its 4.50% Senior Notes due 2014 (the “2014 Notes”), $400,000,000 principal amount of its 5.60%
Senior Notes due 2019 (the “2019 Notes”) and $300,000,000 principal amount of its 6.50% Senior
Notes due 2039 (the “2039 Notes,” and together with the 2014 Notes and the 2019 Notes, the “Notes”)
pursuant to an Underwriting Agreement, dated March 9, 2009 (the “Underwriting Agreement”), among
the Company, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., 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 12, 2009. The Notes were issued pursuant to an Indenture
dated March 12, 2009, as supplemented by the First Supplemental Indenture dated March 12, 2009,
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 First 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 9, 2009, among the Company, Deutsche Bank Securities Inc.
and J.P. Morgan Securities Inc., as representatives of the
underwriters named therein.
4.1 First Supplemental Indenture, dated March 12, 2009, 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 9, 2009.