- Current report filing (8-K)
March 15 2010 - 6:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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 12, 2010 (March 10, 2010)
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ST. JUDE MEDICAL, INC.
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(Exact
name of registrant as specified in its charter)
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Minnesota
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1-12441
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41-1276891
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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One
St. Jude Medical Drive
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St. Paul, Minnesota
55117
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(Address
of principal executive offices, including zip code)
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(651)
756-2000
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(Registrants
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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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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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
March 10, 2010, St. Jude Medical, Inc. (the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) with Banc of America
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several Underwriters named in Schedule A thereto, relating to the sale by the
Company of $450 million aggregate principal amount of the Companys 2.200% Senior
Notes due 2013.
Certain
underwriters and their affiliates have provided, are currently providing and in
the future may continue to provide, investment banking, commercial banking and
other financial services, including the provision of credit facilities, to the
Company in the ordinary course of business for which they have received and
will receive customary compensation. In particular, Bank of America, N.A. (an
affiliate of Banc of America Securities LLC) acts as Administrative Agent and a
lender, and Banc of America Securities LLC is a lender and acted as sole book
manager, for the Companys credit facility maturing December 18, 2011. Bank of
America, N.A. acts as Administrative Agent, Letter of Credit Issuer, and a
lender, and Bank of America Securities LLC acted as sole lead arranger and sole
book manager, for the Companys $1 billion credit facility maturing December
13, 2011. Wells Fargo Bank, NA (an affiliate of Wells Fargo Securities, LLC) is
a lender for the Companys credit facility maturing December 18, 2011 and for
the Companys $1 billion credit facility maturing December 13, 2011.
The
Underwriting Agreement is filed herewith as Exhibit 1.1. The description of the
Underwriting Agreement herein is qualified by reference thereto.
Item
9.01. Financial Statements and Exhibits.
The
agreement included as an exhibit to this report contains representations and
warranties by each of the parties thereto. These representations and warranties
have been made solely for the benefit of the other party or parties to the
agreement and:
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should not
in all instances be treated as categorical statements of fact, but rather as
a way of allocating the risk to one or more of the parties if those
statements prove to be inaccurate;
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may have
been qualified by disclosures that were made to the other party or parties in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
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may apply
standards of materiality in a way that is different from what may be viewed
as material to you or other investors; and
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were made
only as of the date of the applicable agreement or such other date or dates
as may be specified in the agreement and are subject to more recent
developments.
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Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. The Company
acknowledges that, notwithstanding the inclusion of the foregoing general
disclaimer, it is responsible for considering whether additional specific
disclosures of material information regarding material contractual provisions
are required to make the statements in this report not misleading.
Additional
information about the Company may be found elsewhere in this report and the
Companys other public filings, which are available without charge through the
SECs website at http://www.sec.gov.
The
following exhibit is filed as part of this Current Report on Form 8-K:
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Exhibit Number
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Description
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1.1
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Underwriting
Agreement, dated March 10, 2010, among the Company and Banc of America
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several Underwriters named in Schedule A thereto
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ST. JUDE MEDICAL, INC.
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Dated: March
12, 2010
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By:
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/s/
Pamela S. Krop
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Name:
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Pamela S.
Krop
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Title:
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Vice
President, General Counsel and Corporate Secretary
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EXHIBIT
INDEX
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Exhibit Number
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Description
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1.1
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Underwriting
Agreement, dated March 10, 2010, among the Company and Banc of America
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several Underwriters named in Schedule A thereto
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