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Actionable news in STJ: ST. JUDE MEDICAL Inc,

Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on October 8, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ST. JUDE MEDICAL, INC.

(Exact name of issuer as specified in its charter)

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 and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do no check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

(1) In connection with the merger (the Merger) of a wholly-owned subsidiary of St. Jude Medical, Inc. (the Registrant) with and into Thoratec Corporation, the Registrant has assumed outstanding awards previously granted under the Thoratec Corporation Amended and Restated 2006 Incentive Stock Plan (the Plan).

(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan, by reason of any stock dividend, stock split, capitalization or other similar transaction effected without the Registrants receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.

(3) Represents shares of Common Stock issuable upon the vesting of outstanding restricted stock assumed by the Registrant. Such shares of restricted stock were previously granted as stock options under the Plan and, in connection with the Merger, were converted into awards of restricted stock and assumed by Registrant.

(4) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, based upon the average high and low sale prices of Common Stock as reported on the New York Stock Exchange on October 2, 2015.

(5) Represents shares of Common Stock issuable upon vesting of restricted stock units previously granted under the 2006 Plan and assumed by the Registrant.

EXPLANATORY NOTE

This Registration Statement relates to 1,171,183 shares of Common Stock issuable under the Plan in connection with awards of restricted stock and restricted stock units assumed by the Registrant. The Plan was assumed by St. Jude Medical, Inc. on October 8, 2015, in connection with the consummation of transactions contemplated by the Agreement and Plan of Merger entered into on July 21, 2015, by and among SJM International, Inc. (which subsequently assigned its rights under such agreement to SJM Thunder Holding Company), Spyder Merger Corporation, the Registrant and Thoratec Corporation.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the Commission):

(a) The Registrants latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or latest prospectus filed pursuant to Rule 424(b) under the Securities Act, that contains audited financial statements for the Registrants latest fiscal year for which such statements have been filed;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants latest annual report or prospectus referred to in (a) above; and

(c) The description of the Registrants Common Stock contained in any registration statement or report filed by the Registrant under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

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