Attached files
| file | filename |
|---|---|
| EX-31.3 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - ST JUDE MEDICAL, LLC | stjude131349_ex31-3.htm |
| EX-31.4 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - ST JUDE MEDICAL, LLC | stjude131349_ex31-4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 29, 2012
Commission File Number: 1-12441
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1276891 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) | ||
| One St. Jude Medical Drive | (651) 756-2000 | |
| St. Paul, Minnesota 55117 | (Registrant’s telephone number, | |
| (Address of principal executive | including area code) | |
| offices, including zip code) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Common Stock ($.10 par value) | New York Stock Exchange | |
| (Title of class) | (Name of exchange on which registered) | |
| Securities registered pursuant to Section 12(g) of the Act: None | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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. (Check one):
| Large accelerated filer x | Accelerated filer o | |
| Non-accelerated filer o | (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was $12.5 billion at June 29, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter), when the closing sale price of such stock, as reported on the New York Stock Exchange, was $39.91 per share.
The registrant had 282,871,216 shares of its $0.10 par value Common Stock outstanding as of February 22, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Annual Report to Shareholders
for the fiscal year ended December 29, 2012 are incorporated by reference into Parts I and II. Portions of the Company’s
Proxy Statement for its 2013 Annual Meeting of Shareholders are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K of St. Jude Medical, Inc. (“St. Jude Medical”) for the fiscal year ended December 29, 2012, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2013 (the “Original Filing”), is being filed for the purpose of (i) correcting cross-references to St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders in Part III, Items 10, 11, 13 and 14, which cross-references inadvertently referred to St. Jude Medical’s Proxy Statement for the 2012 Annual Meeting of Shareholders in the Original Filing; and (ii) adding a cross-reference to St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders in Part III, Item 12, which cross-reference was inadvertently omitted from the Original Filing.
The portions of St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders that are not expressly incorporated by reference into Part III, Items 10, 11, 12, 13 and 14, shall not be deemed incorporated by reference into, and are not part of, this Amendment No. 1.
In accordance with Rule 12b-15 under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), Part III, Items 10, 11, 12, 13 and 14 of the Original Filing have been amended and restated in their entirety. This Amendment No. 1 does not amend or otherwise update any other information in the Original Filing, and it does not reflect events occurring after the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
In addition, the following exhibits are filed herewith:
- 31.3 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
- 31.4 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
PART III
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information set forth under the captions Proposal to Elect Directors, Director Qualifications, Director Nomination Process, Director Independence and Audit Committee Financial Literacy and Expertise, Committees of the Board of Directors and Section 16(a) Beneficial Ownership Reporting Compliance in St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference. The information set forth under the caption Executive Officers of the Registrant in Part I, Item 1 of the Original Filing is incorporated herein by reference.
We have adopted a Code of Business Conduct for our principal executive officer, principal financial officer, principal accounting officer, corporate controller and all other employees. We have made our Code of Business Conduct available on our website (http://www.sjm.com) under About Us – Business Integrity – Code of Business Conduct. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct by posting such information on our website at the web address and location specified above. Information included on our website is not deemed to be incorporated into this Amendment No. 1.
| Item 11. | EXECUTIVE COMPENSATION |
The information set forth under the captions Compensation of Directors, Director Compensation Table, Executive Compensation and Compensation Committee Interlocks and Insider Participation in St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information set forth under the caption Share Ownership of Management and Directors and Certain Beneficial Owners in St. Jude Medical's Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes information regarding our equity compensation plans in effect as of December 29, 2012.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (1) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (2) | |||
| Stock plans approved by shareholders (3) | 28,107,923 | $38.08 | 18,254,926 | |||
| St. Jude Medical, Inc. 2007 Employee Stock Purchase Plan approved by shareholders | — | — | 6,706,103 | |||
| All equity compensation plans approved by shareholders | 28,107,923 | $38.08 | 24,961,029 | |||
| Equity compensation plans not approved by shareholders | — | — | — | |||
| Total | 28,107,923 | $38.08 | 24,961,029 |
Footnotes
| (1) | Excludes, as of December 29, 2012, 63,868 shares underlying outstanding stock options assumed by us in connection with our acquisition of Advanced Neuromodulation Systems, Inc. (ANS) which were originally granted pursuant to the following plans of ANS: the Quest Medical, Inc. 1995 Stock Option Plan, the Quest Medical, Inc. 1998 Stock Option Plan, the ANS 2000 Stock Option Plan, the ANS 2001 Employee Stock Option Plan, the ANS 2002 Stock Option Plan and the ANS 2004 Stock Incentive Plan. The options are administered pursuant to the terms of the plan under which they were originally granted. No future options will be granted under these acquired plans. |
| 4 |
| (2) | The shares available for future issuance as of December 29, 2012 included 107,439 shares available for restricted stock grants under the St. Jude Medical, Inc. 2000 Stock Plan, as amended; and, if all remaining shares authorized for issuance under the 2007 Stock Incentive Plan, as amended and restated, were allocated to full value awards such that no additional stock options could be granted under the 2007 Stock Incentive Plan, up to 7,535,050 shares available for full value awards under the 2007 Stock Incentive Plan. |
| (3) | Includes the St. Jude Medical, Inc. 1997 Stock Option Plan, as amended, the St. Jude Medical, Inc. 2000 Stock Plan, as amended, the St. Jude Medical, Inc. 2002 Stock Plan, as amended, the St. Jude Medical, Inc. 2006 Stock Plan, as amended, and the St. Jude Medical, Inc. 2007 Stock Incentive Plan, as amended and restated. |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information set forth under the captions Related Person Transactions and Director Independence and Audit Committee Financial Literacy and Expertise in St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information set forth under the caption Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm in St. Jude Medical’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.
| 5 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ST. JUDE MEDICAL, INC. | |||
| Date: | March 21, 2013 | By | /s/ DONALD J. ZURBAY |
| Donald J. Zurbay | |||
| Vice President, Finance and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 21st day of March, 2013.
| * | Chairman of the Board | |
| Daniel J. Starks | ||
| * | Director | |
| John W. Brown | ||
| * | Director | |
| Richard R. Devenuti | ||
| * | Director | |
| Stuart M. Essig | ||
| * | Director | |
| Barbara B. Hill | ||
| * | Director | |
| Michael A. Rocca | ||
| * | Director | |
| Wendy L. Yarno | ||
| * By: /s/ DONALD J. ZURBAY | ||
| Donald J. Zurbay | ||
| Attorney-in-Fact |
| 6 |
| EXHIBIT INDEX | ||
| Exhibit No. | Exhibit Description | |
| 31.3 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.4 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 7 |