Lien
means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, and any financing lease having substantially the same
economic effect as any of the foregoing) on or with respect to any property.
Person
means an individual, a corporation, a company, a
voluntary association, a partnership, a trust, a joint venture, a limited
liability company, an unincorporated organization, or a government or any
agency, instrumentality or political subdivision thereof.
Restricted
Property
means, as to any particular series of notes,
any manufacturing facility or plant owned, or leased, by the Company or a
Restricted Subsidiary and located within the United States, including Puerto
Rico, the gross book value (including related land, machinery and equipment
without deduction of any depreciation reserves) of which is not less than 1% of
Consolidated Tangible Net Assets as stated on the Companys most recent
publicly available consolidated balance sheet preceding the date of
determination, other than any such manufacturing facility or plant which the
board of directors reasonably determines is not material to the operation of
the Companys business and its Subsidiaries, taken as a whole.
Restricted
Subsidiary
means a Subsidiary (as defined below) (i)
which is a significant subsidiary as defined in Rule 1-02(w) of Regulation
S-X under the U.S. federal securities laws or (ii) which owns a Restricted
Property; provided, however, that the term shall not include any Subsidiary
which is solely or primarily engaged in the business of providing or obtaining
financing for the sale or lease of products sold or leased by us or any
Subsidiary.
Subsidiary
means, with respect to any Person, any corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the outstanding shares or other interests having voting
power is at the time directly or indirectly owned or controlled by such Person
or one or more of the Subsidiaries of such Person. Unless the context otherwise
requires, all references to Subsidiary or Subsidiaries herein shall refer to
our Subsidiaries.
United
States
means the United States of America (including
the States thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.
Merger, Consolidation and Sale
The
indenture generally provides that we may not consolidate with or merge into, or
sell, transfer or convey, including by lease, all or substantially all of our
assets to another entity, unless: (i) the resulting, surviving or transferee
entity (A) is a corporation or entity organized under the laws of the United
States and (B) assumes by a supplemental indenture all our obligations under
the debt securities and the indenture, (ii) immediately after giving effect to
such transaction no Event of Default (as defined herein) and no circumstances
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing, and (iii) we shall have delivered to the
trustee an officers certificate and an opinion of counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture comply
with the indenture.
(Section 6.1)
Global Securities
The
debt securities of a series may be issued in whole or in part in the form of
one or more global securities that will be deposited with the depositary
identified in the applicable prospectus supplement. Unless it is exchanged in
whole or in part for debt securities in definitive form, a global security may
not be transferred. However, transfers of the whole security between the
depositary for that global security and its nominees or their respective
successors are permitted.
Unless
otherwise provided in the applicable prospectus supplement, The Depository
Trust Company, New York, New York, which we refer to in this prospectus as
DTC will act as depositary for each series of global securities. Beneficial
interests in global securities will be shown on, and transfers of global
securities will be effected only through, records maintained by DTC and its
participants.
Amendment, Supplement and Waiver
Subject
to certain exceptions, the indenture or the debt securities of any series may
be amended or supplemented with the written consent of the holders of not less
than a majority in principal amount of the then outstanding debt securities of
the affected series; provided that we and the trustee may not, without the
consent of the holder of each outstanding debt security of such series affected
thereby:
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reduce the
amount of debt securities of such series whose holders must consent to an
amendment, supplement or waiver;
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reduce the
rate of or extend the time for payment of interest on any debt security of
such series;
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reduce the
principal of or extend the fixed maturity of any debt security of such
series;
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reduce the
portion of the principal amount of a discounted security of such series
payable upon acceleration of its maturity;
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impair the
right to sue for the enforcement of payment at the maturity of the debt
security; or
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make any
debt security of such series payable in money other than that stated in such
debt security.
(Section 12.2)
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Any
past default or compliance with any provisions may be waived with the consent
of the holders of a majority in principal amount of the debt securities of the
affected series, except a default in payment of principal or interest or in
respect of other provisions requiring the consent of the holder of each such
debt security of that series in order to amend. Without the consent of any
holder of debt securities of such series, we and the trustee may amend or
supplement the indenture or the debt securities without notice to, among
others:
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cure any
ambiguity, omission, defect or inconsistency;
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to provide
for uncertificated debt securities in addition to or in place of certificated
debt securities;
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to comply with the provisions of the indenture concerning
mergers, consolidations and transfers of all or substantially all of our
assets;
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to appoint a
trustee other than U.S. Bank National Association (or any successor thereto)
as trustee in respect of one or more series of debt securities;
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to add,
change or eliminate provisions of the indenture as shall be necessary or
desirable in accordance with any amendment to the Trust Indenture Act of
1939; or
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to make any
change that does not materially adversely affect the rights of any holder of
that series of debt securities.
(Section
12.1)
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Whenever
we request the trustee to take any action under the indenture, including a
request to amend or supplement the applicable indenture without the consent of
any holder of debt securities, we are required to furnish the trustee with an
officers certificate and an opinion of counsel to the effect that all
conditions precedent to the action have been complied with. Without the consent
of any holder of debt securities, the trustee may waive compliance with any
provisions of the indenture or the debt securities if the waiver does not materially
adversely affect the rights of any such holder.
Default and Remedies
An
Event of Default under the indenture in respect of any series of debt
securities is:
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default for
30 days in payment of interest on the debt securities of that series;
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default in
payment of principal, or any premium on the debt securities of that series;
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default for
30 days in the payment of any sinking fund installment on the debt securities
of that series;
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failure by
us for 90 days after notice to us to comply with any of our other agreements
in the applicable indenture for the benefit of holders of debt securities of
that series;
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certain
events of bankruptcy, insolvency or reorganization; and
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any other
event of default specifically provided for by the terms of such series, as
described in the related prospectus supplement.
(Section 7.1)
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If
an Event of Default (other than an Event of Default relating to certain events
of bankruptcy, insolvency or reorganization) occurs and is continuing, the
trustee or the holders of at least 25% in principal amount of the outstanding
debt securities of the affected series may declare the debt securities of that
series to be due and payable immediately, but under certain conditions such
acceleration may be rescinded by the holders of a majority in principal amount
of the outstanding debt securities of the affected series. In case of certain
events of bankruptcy, insolvency or reorganization involving us, the principal
and accrued and unpaid interest on the outstanding debt securities of the
affected series will automatically become immediately due and payable. In
addition, an Event of Default applicable to a particular series of debt
securities that causes the one or more series to be accelerated may give rise
to a cross-default under our existing and future borrowing arrangements.
(Section 7.2)
No
holder of debt securities may pursue any remedy against us under the indenture
(other than with respect to the right to receive payment of principal (and
premium, if any) or interest, if any) unless such holder previously shall have
given to the trustee written notice of default and unless the holders of at
least 25% in principal amount of the debt securities of the
10
affected
series shall have requested the trustee to pursue the remedy and shall have
offered the trustee indemnity satisfactory to it, the trustee shall not have
complied with the request within 60 days of receipt of the request and the
offer of indemnity, and the trustee shall not have received direction
inconsistent with the request during such 60-day period from the holders of a
majority in principal amount of the debt securities of the affected series.
(Section 7.5)
Holders
of debt securities may not enforce the indenture or the debt securities except
as provided in the indenture. The trustee may refuse to enforce the indenture
or the debt securities unless it receives indemnity satisfactory to it from us
or, under certain circumstances, the holders of debt securities seeking to
direct the trustee to take certain actions under the indenture against any
loss, liability or expense. Subject to certain limitations, holders of a
majority in principal amount of the debt securities of any series may direct
the trustee in its exercise of any trust or power under the indenture in
respect of that series. The indenture provides that the trustee will give to
the holders of debt securities of any particular series notice of all defaults
known to it, within 90 days after the occurrence of any default with respect to
such debt securities, unless the default shall have been cured or waived. The
trustee may withhold from holders of debt securities notice of any continuing
default (except a default in payment of principal or interest) if it determines
in good faith that withholding such notice is in the interests of such holders.
We are required annually to certify to the trustee as to the compliance by us
with all conditions and any covenants under the indenture and the absence of a
default thereunder, or as to any such default that existed.
(Section 10.3)
Our
directors, officers, employees and stockholders, as such, shall not have any
liability for any of our obligations under the debt securities or the indenture
or for any claim based on, in respect of, or by reason of such obligations or
their creation. By accepting a debt security, each holder of such debt security
waives and releases all such claims and liability. This waiver and release are
part of the consideration for the issue of the debt securities.
(Section 15.1)
Satisfaction, Discharge and Defeasance
The
indenture provides, unless such provision is made inapplicable to the debt
securities of any series issued pursuant to the indenture, that we may, subject
to certain conditions described below, discharge certain obligations to holders
of debt securities that have not already been delivered to the trustee for
cancellation and that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the trustee, in trust, funds in an amount
sufficient to pay the entire indebtedness on such debt securities in respect of
principal (and premium, if any) and interest to the date of such deposit (if
such debt securities have become due and payable) or to the stated maturity and
redemption date, as the case may be.
The
indenture provides that we may elect either:
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to defease
and be discharged from all of our obligations with respect to the debt
securities of a series (this is known as defeasance); or
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to be
released from our obligations with respect to the debt securities of a series
under the restrictions described under Certain Covenants or, if provided
pursuant to the indenture, our obligations under any other covenant, and any
omission to comply with such obligations will not constitute an event of
default with respect to those debt securities (this is known as covenant
defeasance);
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in either case
upon the irrevocable deposit by us with the trustee, in trust, of an amount, in
the currency in which those debt securities are payable at stated maturity, or
government obligations, or both, applicable to those debt securities that through
the scheduled payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay the principal of (and
premium, if any) and interest on those debt securities, and any mandatory
sinking fund or analogous payments thereon, on the scheduled due dates.
Such
a trust will only be permitted to be established if, among other things, we
have delivered to the trustee an opinion of counsel to the effect that the
holders of such debt securities will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if the
defeasance or covenant defeasance had not occurred, and such opinion of
counsel, in the case of defeasance, will be required to refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable U.S.
federal income tax law occurring after the date of the indenture.
(Section 11.3)
Governing Law
The
debt securities and the indenture will be governed by the laws of the State of
New York.
11
Trustee
U.S.
Bank National Association will act as trustee under the indenture. U.S. Bank
National Association is a lender to us under our syndicated credit facilities,
and also provides from time to time other services to us in the ordinary course
of business.
Additional Information
The
indenture is an exhibit to the registration statement of which this prospectus
is a part. Any person who receives this prospectus may obtain a copy of such
indenture without charge by writing to us at the address listed under the
caption Where You Can Find More Information.
12
D
ESCRIPTION OF CAPITAL
STOC
K
General
This
section summarizes the general terms of our capital stock. The following
description is only a summary and does not purport to be complete and is
qualified by reference to our amended and restated articles of incorporation
and amended and restated bylaws. Our amended and restated articles of
incorporation and amended and restated bylaws have been incorporated in this
prospectus by reference. See Where You Can Find More Information for
information on how to obtain copies.
Authorized Capital Stock
Our
authorized capital stock consists of 500,000,000 shares of common stock, par
value $0.10 per share, and 25,000,000 shares of preferred stock, par value
$1.00 per share. As of July 15, 2009, there were approximately 347,731,671
shares of our common stock outstanding, approximately 34,785,322 shares of our
common stock reserved to be issued upon exercise of outstanding options and no
shares of our preferred stock outstanding.
Common Stock
The
holders of our common stock are entitled to one vote for each share on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Our board of directors is classified into three classes, one of which
is elected each year. Accordingly, holders of a majority of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. The holders of our common stock are entitled to share
ratably in all of our assets which are legally available for distribution,
after payment of all debts and other liabilities, and subject to the prior
rights, if any, of any holders of preferred stock then outstanding. The holders
of our common stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of our common stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of our common
stock are subject to the rights of the holders of shares of any series of
preferred stock which we may issue. We currently do not pay cash dividends on
our common stock. We presently intend to retain earnings for use in the
operations and expansion of our business and therefore do not anticipate paying
any cash dividends in the foreseeable future. The transfer agent and registrar
for our common stock is Wells Fargo.
Preferred Stock
Our
board of directors has the authority, without further action by our
shareholders, to issue shares of our preferred stock in one or more series and
may determine, with respect to any such series, the powers, preferences and
rights of such series, and its qualifications, limitations and restrictions,
including, without limitation:
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the number
of shares to constitute such series and the designations thereof;
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the voting
power, if any, of holders of shares of such series and, if voting power is
limited, the circumstances under which such holders may be entitled to vote;
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the rate of
dividends, if any, and the extent of further participation in dividend distributions,
if any, whether dividends shall be cumulative or non-cumulative;
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whether or
not such series shall be redeemable, and, if so, the terms and conditions
upon which shares of such series shall be redeemable;
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the extent,
if any, to which such series shall have the benefit of any sinking fund
provision for the redemption or purchase of shares;
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the rights,
if any, of such series, in the event of our dissolution, liquidation, winding
up of our affairs; and
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any other relative
rights, powers, preferences, qualifications, limitations or restrictions
thereof relating to such series.
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You
should refer to the prospectus supplement relating to the series of preferred
stock being offered for the specific terms of that series, including:
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the title of
the series and the number of shares in the series;
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the price at
which the preferred stock will be offered;
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the dividend
rate or rates or method of calculating the rates, the dates on which the
dividends will be payable, whether or not dividends will be cumulative or
non-cumulative and, if cumulative, the dates from which dividends on the
preferred stock being offered will cumulate, whether the dividends are
payable in cash, securities, other property or a combination of the
foregoing;
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the voting
rights, if any, of the holders of shares of the preferred stock being
offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if
applicable, of the preferred stock being offered;
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the
liquidation preference per share;
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the terms
and conditions, if applicable, upon which the preferred stock being offered
will be convertible into our common stock (including any mandatory conversion
provisions), or other securities, including the conversion price, or the
manner of calculating the conversion price, and the conversion period;
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the terms
and conditions, if applicable, upon which the preferred stock being offered
will be exchangeable for debt securities, including the exchange price, or
the manner of calculating the exchange price, and the exchange period;
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any listing
of the preferred stock being offered on any securities exchange;
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a discussion
of any material U.S. federal income tax considerations applicable to the
preferred stock being offered;
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the relative
ranking and preferences of the preferred stock being offered as to dividend
rights and rights upon liquidation, dissolution or the winding up of our
affairs;
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any limitations
on the issuance of any class or series of preferred stock ranking senior or
equal to the series of preferred stock being offered as to dividend rights
and rights upon liquidation, dissolution or the winding up of our affairs;
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any limitations
on our ability to take certain actions without the consent of a specified
number of holders of preferred stock; and
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any
additional rights, preferences, qualifications, limitations and restrictions
of the series.
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Certain Provisions of Our Articles of
Incorporation and Bylaws
Our
amended and restated articles of incorporation and our amended and restated
bylaws currently contain provisions that could make the acquisition of control
of our company or the removal of our existing management more difficult,
including the following:
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we do not
provide for cumulative voting for our directors;
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we have a
classified board of directors with each class serving a staggered three-year
term;
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a vote of
80% of the outstanding shares of voting stock, voting together as a single
class, is required to remove directors, and such directors may only be
removed for cause;
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the
affirmative vote of the holders of 80% of the outstanding shares of voting
stock, voting together as a single class, is required to amend provisions of
our restated articles of incorporation relating to the staggered terms and
the removal of directors;
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our board of
directors fixes the size of the board of directors within certain limits, may
create new directorships and may appoint new directors to serve for the full
term of the class of directors in which the new directorship was created. The
board of directors (or its remaining members, even though less than a quorum)
also may fill vacancies on the board of directors occurring for any reason
for the remainder of the term of the class of director in which the vacancy
occurred;
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our board of
directors retains the power to designate series of preferred stock and to
determine the powers, rights, preferences, qualifications and limitations of
each series;
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all
shareholder actions must be taken at a regular or special meeting of the
shareholders and cannot be taken by written consent without a meeting; and
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our amended
and restated articles of incorporation contain fair price provisions which
require the affirmative vote of 75% of the voting power of the outstanding
shares of voting stock, voting together as a single class, to approve certain
business combinations involving St. Jude Medical and a related shareholder
(including mergers, consolidations and sales of a substantial part of our
assets) unless specified price criteria and procedural requirements are met
or unless the transaction is approved by a majority of the continuing directors
as provided therein. The affirmative vote of the holders of 80% of the
outstanding shares of voting stock, voting together as a single class, is
required to amend provisions of our restated articles of incorporation
relating to the fair price provisions.
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14
Business Combinations and Control Share
Acquisitions
We
are governed by the provisions of Sections 671, 673 and 675 of the Minnesota
Business Corporation Act. These provisions may have an effect of delaying,
deferring or preventing an unsolicited takeover of St. Jude Medical and deprive
our shareholders of an opportunity to sell their shares at a premium over the
market price. The following description of certain provisions of the Minnesota
Business Corporation Act is only a summary and does not purport to be complete
and is qualified in its entirety by reference to the Minnesota Business
Corporation Act.
In
general, Section 671 of the Minnesota Business Corporation Act provides that a
corporations shares acquired in a control share acquisition have no voting
rights unless voting rights are approved in a prescribed manner. A control
share acquisition is a direct or indirect acquisition of beneficial ownership
of shares that would, when added to all other shares beneficially owned by the
acquiring person, entitle the acquiring person to have voting power of 20% or
more in the election of directors.
In
general, Section 673 of the Minnesota Business Corporation Act prohibits a
public Minnesota corporation from engaging in a business combination with an
interested shareholder for a period of four years after the date of the
transaction in which the person became an interested shareholder, unless either
the business combination or the acquisition by which such person becomes an
interested shareholder is approved in a prescribed manner before the person
became an interested shareholder. The term business combination includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested shareholder. An interested shareholder is a person who is the
beneficial owner, directly or indirectly, of 10% or more of a corporations
voting stock, or who is an affiliate or associate of the corporation, and who,
at any time within four years before the date in question, was the beneficial
owner, directly or indirectly, of 10% or more of the corporations outstanding
voting stock. Section 673 does not apply if a committee of our board of
directors consisting of one or more of our disinterested directors (excluding
our current and former officers and employees) approves the proposed
transaction or the interested shareholders acquisition of shares before the
share acquisition date or on the share acquisition date but before the
interested shareholder becomes an interested shareholder.
If
a takeover offer is made for our stock, Section 675 of the Minnesota Business
Corporation Act precludes the offeror from acquiring additional shares of stock
(including in acquisitions pursuant to mergers, consolidations or statutory
share exchanges) within two years following the completion of the takeover
offer, unless shareholders selling their shares in the later acquisition are
given the opportunity to sell their shares on terms that are substantially the
same as those contained in the earlier takeover offer. A takeover offer is a
tender offer which results in an offeror who owned ten percent or less of a
class of our shares acquiring more than ten percent of that class, or which
results in the offeror increasing its beneficial ownership of a class of our
shares by more than ten percent of the class, if the offeror owned ten percent
or more of the class before the takeover offer. Section 675 does not apply if a
committee of our board of directors approves the proposed acquisition before
any shares are acquired pursuant to the earlier tender offer. The committee
must consist solely of directors who were directors or nominees for our board
of directors at the time of the first public announcement of the takeover offer,
and who are not our current or former officers and employees, offerors,
affiliates or associates of the offeror or nominees for our board of directors
by the offeror or an affiliate or associate of the offeror.
15
D
ESCRIPTION OF WARRANT
S
We
may issue warrants to purchase debt securities, preferred stock, common stock
or other securities. We may issue warrants independently or together with other
securities. Warrants sold with other securities may be attached to or separate
from the other securities. We will issue warrants under one or more warrant
agreements between us and a bank or trust company, as warrant agent, that we
will name in the prospectus supplement. The warrant agent will act solely as
our agent in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants.
The
prospectus supplement relating to any warrants we offer will include specific
terms relating to the offering. These terms may include some or all of the
following:
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the title of
such warrants;
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the
aggregate number of such warrants;
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the price or
prices at which such warrants will be issued;
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the currency
or currencies, including composite currencies, in which the price of such
warrants may be payable;
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the
designation and terms of the securities purchasable upon exercise of such
warrants and the number of such securities issuable upon exercise of such
warrants;
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the price at
which and the currency or currencies, including composite currencies, in
which the securities purchasable upon exercise of such warrants may be
purchased;
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the date on
which the right to exercise such warrants shall commence and the date on
which such right will expire;
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whether such
warrants will be issued in registered form or bearer form;
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if
applicable, the minimum or maximum amount of such warrants which may be
exercised at any one time;
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if
applicable, the designation and terms of the securities with which such
warrants are issued and the number of such warrants issued with each such
security;
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if
applicable, the date on and after which such warrants and the related
securities will be separately transferable;
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information
with respect to book-entry procedures, if any; and
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any other
terms of such warrants, including terms, procedures and limitations relating
to the exchange and exercise of such warrants.
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The
description in the prospectus supplement will not necessarily be complete and
will be qualified in its entirety by reference to the applicable warrant
agreement, which will be filed with the SEC.
16
D
ESCRIPTION OF
SUBSCRIPTION RIGHT
S
We
may issue subscription rights to purchase debt securities, preferred stock,
common stock or other securities. These subscription rights may be issued
independently or together with any other security offered hereby and may or may
not be transferable by the shareholder receiving the subscription rights in
such offering. In connection with any offering of subscription rights, we may
enter into a standby arrangement with one or more underwriters or other
purchasers pursuant to which the underwriters or other purchasers may be
required to purchase any securities remaining unsubscribed for after such
offering.
The
applicable prospectus supplement will describe the specific terms of any
offering of subscription rights for which this prospectus is being delivered,
including the following:
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the price,
if any, for the subscription rights;
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the exercise
price payable for each share of debt securities, preferred stock, common
stock or other securities upon the exercise of the subscription rights;
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the number
of subscription rights issued to each shareholder;
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the number
and terms of the shares of debt securities, preferred stock, common stock or
other securities which may be purchased per each subscription right;
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the extent
to which the subscription rights are transferable;
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any other
terms of the subscription rights, including the terms, procedures and
limitations relating to the exchange and exercise of the subscription rights;
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the date on
which the right to exercise the subscription rights shall commence, and the
date on which the subscription rights shall expire;
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the extent
to which the subscription rights may include an over-subscription privilege
with respect to unsubscribed securities; and
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if
applicable, the material terms of any standby underwriting or purchase
arrangement entered into by us in connection with the offering of
subscription rights.
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The
description in the applicable prospectus supplement of any subscription rights
we offer will not necessarily be complete and will be qualified in its entirety
by reference to the applicable subscription rights certificate, which will be
filed with the SEC if we offer subscription rights. For more information on how
you can obtain copies of any subscription rights certificate if we offer
subscription rights, please see the section entitled Where You Can Find More
Information.
17
D
ESCRIPTION OF STOCK
PURCHASE CONTRACTS AND STOCK PURCHASE UNIT
S
We
may issue stock purchase contracts, including contracts obligating holders to
purchase from or sell to us, and us to sell to or purchase from the holders, a
specified number of shares of common stock or shares of preferred stock at a
future date or dates. The consideration per share of common stock or preferred
stock and the number of shares of each may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts. The stock purchase contracts
may be issued separately or as part of units, often known as stock purchase
units, consisting of a stock purchase contract and any combination of:
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debt
securities, or
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debt
obligations of third parties, including U.S. Treasury securities,
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which may
secure the holders obligations to purchase the common stock or preferred stock
under the stock purchase contracts. The stock purchase contracts may require us
to make periodic payments to the holders of the stock purchase units or vice
versa, and these payments may be unsecured or pre-funded on some basis. The
stock purchase contracts may require holders to secure their obligations under
those contracts in a specified manner.
The
applicable prospectus supplement will describe the terms of the stock purchase
contracts and stock purchase units, including, if applicable, collateral
arrangements relating thereto.
18
P
LAN OF DISTRIBUTIO
N
We
may offer and sell the securities being offered hereby in one or more of the
following ways from time to time:
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to
underwriters or dealers for resale to the public or to institutional
investors;
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directly to
institutional investors;
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directly to
a limited number of purchasers or to a single purchaser;
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through
agents to the public or to institutional investors; or
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through a
combination of any of these methods of sale.
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The
prospectus supplement with respect to each series of securities will state the
terms of the offering of the securities, including:
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the offering
terms, including the name or names of any underwriters, dealers or agents;
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the purchase
price of the securities and the net proceeds to be received by us from the
sale;
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any
underwriting discounts or agency fees and other items constituting
underwriters or agents compensation;
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any public
offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchange on which the securities may be listed.
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If
we use underwriters or dealers in the sale, the securities will be acquired by
the underwriters or dealers for their own account and may be resold from time
to time in one or more transactions, including:
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privately
negotiated transactions;
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at a fixed
public offering price or prices, which may be changed;
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in at the
market offerings within the meaning of Rule 415(a)(4) of the Securities Act;
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at prices
related to prevailing market prices; or
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at
negotiated prices.
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Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If
underwriters are used in the sale of any securities, the securities may be
offered either to the public through underwriting syndicates represented by
managing underwriters, or directly by underwriters. Generally, the underwriters
obligations to purchase the securities will be subject to certain conditions
precedent. The underwriters will be obligated to purchase all of the securities
if they purchase any of the securities.
We
may enter into derivative transactions with third parties, or sell securities
not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection
with those derivatives, the third parties may sell securities covered by this
prospectus and the applicable prospectus supplement, including short sale
transactions. If so, the third party may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of common shares, and may use securities received from us in
settlement of those derivatives to close out any related open borrowings of
common shares. The third party in such sale transactions will be an underwriter
and, if not identified in this prospectus, will be identified in the applicable
prospectus supplement or a post-effective amendment to this registration
statement.
If
indicated in an applicable prospectus supplement, we may sell the securities
through agents from time to time. The applicable prospectus supplement will
name any agent involved in the offer or sale of the securities and any
commissions we pay to them. Generally, any agent will be acting on a best
efforts basis for the period of its appointment. We may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to purchase the
securities from us at the public offering price set forth in the applicable
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. The delayed delivery
contracts will be subject only to those conditions set forth in the applicable
prospectus supplement, and the applicable prospectus supplement will set forth
any commissions we pay for solicitation of these delayed delivery contracts.
Offered
securities may also be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or
otherwise,
19
by one or more
remarketing firms, acting as principals for their own accounts or as agents for
us. Any remarketing firm will be identified and the terms of its agreements, if
any, with us and its compensation will be described in the applicable
prospectus supplement.
Agents,
underwriters and other third parties described above may be entitled to
indemnification by us against certain civil liabilities under the Securities
Act, or to contribution with respect to payments which the agents or
underwriters may be required to make in respect thereof. Agents, underwriters
and such other third parties may be customers of, engage in transactions with,
or perform services for us in the ordinary course of business.
Each
series of securities will be a new issue of securities and will have no
established trading market, other than our common stock, which is listed on the
New York Stock Exchange. Any common stock sold will be listed on the New York
Stock Exchange, upon official notice of issuance. The securities other than the
common stock may or may not be listed on a national securities exchange and no
assurance can be given that there will be a secondary market for any such
securities or liquidity in the secondary market if one develops. Any
underwriters to whom securities are sold by us for public offering and sale may
make a market in the securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without notice.
20
L
EGAL MATTER
S
In
connection with particular offerings of the securities in the future, unless
otherwise stated in the applicable prospectus supplement, the validity of those
securities will be passed upon for us by Pamela S. Krop, Vice President,
General Counsel and Secretary of St. Jude and Skadden, Arps, Slate, Meagher
& Flom LLP, New York, New York. Any underwriters will also be advised about
legal matters by their own counsel, which will be named in the prospectus
supplement.
E
XPERT
S
The
consolidated financial statements of St. Jude Medical, Inc. incorporated by
reference in St. Jude Medical Inc.s Annual Report on Form 10-K for the year
ended January 3, 2009, as revised by a Current Report on Form 8-K dated July
22, 2009, including the schedule appearing therein, and the effectiveness of
St. Jude Medical Inc.s internal control over financial reporting as of January
3, 2009, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon and included or
incorporated by reference therein, respectively, and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.
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(This page has been left blank
intentionally.)
$
St. Jude Medical, Inc.
% Senior Notes due
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Prospectus Supplement
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March , 2010
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Joint Book-Running Managers
BofA Merrill Lynch
Wells Fargo Securities
Mizuho Securities USA Inc.
Co-Managers
SJM (NYSE:STJ)
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