- Securities Registration: Employee Benefit Plan (S-8)
August 10 2011 - 1:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 10, 2011
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933
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ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1276891
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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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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ST. JUDE MEDICAL, INC. 2007 STOCK INCENTIVE PLAN, AS
AMENDED AND RESTATED (2011)
(Full title of the plan)
Pamela S. Krop
Vice President, General Counsel and Corporate Secretary
St. Jude Medical, Inc.
One St. Jude Medical Drive
St. Paul, Minnesota 55117
(651) 756-2000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount
to be
registered(1)(2)
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Proposed
maximum
offering price per
share(3)
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Proposed maximum
aggregate offering
price(3)
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Amount of
registration fee
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Common
Stock, par value $0.10 per share
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20,000,000 Shares
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$42.33
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$846,600,000
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$98,291
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(1)
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Represents
the shares of common stock of St. Jude Medical, Inc. that may be offered or
sold pursuant to the St. Jude Medical, Inc. 2007 Stock Incentive Plan, as
amended and restated (2011).
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(2)
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Pursuant to
Rule 416 under the Securities Act of 1933, as amended, this registration
statement also covers any additional shares of common stock that may be
offered or issued under the St. Jude Medical, Inc. 2007 Stock Incentive Plan,
as amended and restated (2011), to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
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(3)
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Estimated
solely for the purpose of calculating the registration fee in accordance with
Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The
proposed maximum offering price is based on the average of the high and low
prices of St. Jude Medical, Inc. common stock as reported on the New York
Stock Exchange on August 8, 2011.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference.
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The following documents,
which have been filed with the Securities and Exchange Commission (the SEC)
by St. Jude Medical, Inc. (we,
us, our or St. Jude), are incorporated by reference in this registration
statement:
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(a)
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Our Annual Report on Form
10-K for the fiscal year ended January 1, 2011;
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(b)
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Our Quarterly Reports on
Form 10-Q for the fiscal quarters ended April 2, 2011 and July 2, 2011;
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(c)
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Our Current Report on Form
8-K filed on May 13, 2011; and
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(d)
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The description of our
common stock contained in any registration statement or report filed by us
under the Securities Exchange Act of 1934, as amended (the Exchange Act),
including any amendment or report filed for the purpose of updating such
description.
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All documents filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of filing
of such documents.
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Item 4.
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Description
of Securities.
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Not applicable.
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Item 5.
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Interests
of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification
of Directors and Officers.
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Section 521 of the Minnesota
Business Corporation Act provides that a company shall, subject to certain
limitations, indemnify officers and directors made or threatened to be made a
party to a proceeding by reason of that officer or directors former or present
official capacity with the company. As required, we will indemnify that person
against judgments, penalties, fines, settlements and reasonable expenses if the
officer or director:
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has not been indemnified by
another organization;
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acted in good faith;
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has not received an
improper personal benefit and Section 255 regarding director conflicts of
interests, if applicable, has been satisfied;
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assuming the case is a
criminal proceeding, the person had no reasonable cause to believe the
conduct was unlawful; and
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II-1
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reasonably believed that
the conduct was in the best interests of the company or, in the case of an
officer or director who is or was serving at the request of the company as a
director, officer, partner, trustee, employee or agent of another
organization or employee benefit plan, reasonably believed that the conduct
was not opposed to the best interests of the company.
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Article XIV of our Articles
of Incorporation, as amended, provides that, to the fullest extent permissible
under the Minnesota Business Corporation Act, our directors shall not be liable
to St. Jude or our shareholders for monetary damages for breach of fiduciary
duty as a director.
Article VII of our Bylaws, as
amended and restated, provides that we shall indemnify our officers and
directors under such circumstances and to the extent permitted by Section 521
of the Minnesota Business Corporation Act described above.
We enter into indemnification
agreements with our directors and officers. The indemnification agreements
provide that we shall, subject to certain limitations, indemnify our directors
and officers who are made or threatened to be made a party to a proceeding by
reason of their former or present official capacities with St. Jude. The
circumstances under which we will indemnify our directors or officers against
judgments, penalties, fines, settlements and reasonable expenses pursuant to
these indemnification agreements are the same as those provided in Section 521
of the Minnesota Business Corporation Act described above.
We maintain directors and
officers liability insurance which covers certain liabilities and expenses of
our directors and officers and covers St. Jude for reimbursement of payments to
our directors and officers in respect of such liabilities and expenses.
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Item 7.
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Exemption
from Registration Claimed.
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Not applicable.
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4.1
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Articles of Incorporation,
as amended on May 9, 2008 (incorporated by reference to Exhibit 3.1 of St. Judes
Quarterly Report on Form 10-Q for the quarter ended June 28, 2008).
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4.2
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Bylaws, as amended and
restated as of February 25, 2005 (incorporated by reference to Exhibit 3.1 of
St. Judes Current Report on Form 8-K filed on March 2, 2005).
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4.3
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St. Jude Medical, Inc. 2007
Stock Incentive Plan, as amended and restated (2011) (incorporated by
reference to Exhibit 10.1 of St. Judes Current Report on Form 8-K filed on
May 13, 2011).
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5.1
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Opinion of Dorsey &
Whitney LLP.
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23.1
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Consent of Dorsey &
Whitney LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst &
Young LLP.
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24.1
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Power of Attorney.
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II-2
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(a) The
undersigned registrant hereby undertakes:
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(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the Securities Act);
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(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
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(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement;
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provided
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however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
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(2) That,
for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, State of
Minnesota, on August 10, 2011.
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ST. JUDE MEDICAL, INC.
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By:
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/s/ John C. Heinmiller
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John C. Heinmiller
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Executive Vice President
and Chief Financial Officer
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Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the
following persons in the capacities indicated on August 10, 2011.
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Signature
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Title
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*
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President, Chief Executive
Officer and Chairman
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Daniel J. Starks
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(principal executive
officer)
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/s/ John C. Heinmiller
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Executive Vice President
and Chief Financial
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John C. Heinmiller
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Officer
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(principal financial and
accounting officer)
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*
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Director
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John W. Brown
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Director
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Richard R. Devenuti
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*
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Director
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Stuart M. Essig
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Director
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Thomas H. Garrett III
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*
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Director
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Barbara B. Hill
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*
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Director
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Michael A. Rocca
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*
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Director
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Wendy L. Yarno
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*By:
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/s/ Pamela S. Krop
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Pamela S. Krop
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Attorney-in-Fact
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II-4
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Articles of Incorporation,
as amended on May 9, 2008 (incorporated by reference to Exhibit 3.1 of St. Judes
Quarterly Report on Form 10-Q for the quarter ended June 28, 2008).
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4.2
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Bylaws, as amended and
restated as of February 25, 2005 (incorporated by reference to Exhibit 3.1 of St. Judes
Current Report on Form 8-K filed on March 2, 2005).
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4.3
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St. Jude Medical, Inc. 2007
Stock Incentive Plan, as amended and restated (2011) (incorporated by reference
to Exhibit 10.1 of St. Judes Current Report on Form 8-K filed on May 13, 2011).
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5.1
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Opinion of Dorsey &
Whitney LLP.
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23.1
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Consent of Dorsey &
Whitney LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst &
Young LLP.
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24.1
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Power of Attorney.
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