|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
Washington, D.C. 20549
|
|
|
|
|
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act
of 1934
AGA
Medical Holdings, Inc.
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Pamela
S. Krop
Vice
President, General Counsel and Secretary
St.
Jude Medical, Inc.
One
St. Jude Medical Drive
St.
Paul, Minnesota 55117
(651)
765-2000
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Joseph M. Barbeau
Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94303-1125
(650) 849-5333
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7
(b) for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting companys initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.
008368102
|
|
|
1.
|
Name of Reporting Person
St. Jude Medical, Inc.
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO (See Item 3)
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
N/A
|
|
|
6.
|
Citizenship or Place of Organization
Minnesota
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
32,817,364(1),(2)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
32,817,364(1),(2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
32,817,364(1),(2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
65.3%(1),(2),(3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
|
|
(1)
Beneficial ownership of the above referenced securities is being reported
hereunder solely because the reporting person may be deemed to have beneficial
ownership of such securities as a result of the Tender and Voting Agreement (as
defined in Item 4 below) entered into with beneficial owners of such securities
as described herein. Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by the reporting person that it is the beneficial owner of any of the
common stock of AGA Medical Holdings, Inc. (AGA) referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(2)
Includes 8,857 shares of AGA common stock underlying stock options which are
currently exercisable or exercisable within 60 days of October 13,
2010. The obligation to tender such
shares to the reporting person pursuant to the Tender and Voting Agreement,
however, does not arise unless and until such stock options are exercised.
(3)
Based upon 50,268,924 shares of AGA common stock outstanding as of October 13,
2010, and 8,857 shares of AGA common stock underlying stock options which are
currently exercisable or exercisable within 60 days of October 13, 2010.
2
CUSIP No.
008368102
|
|
|
1.
|
Name of Reporting Person
Asteroid Subsidiary Corporation
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO (See Item 3)
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
N/A
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
32,817,364(1),(2)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
32,817,364(1),(2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
32,817,364(1),(2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
65.3%(1),(2),(3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
|
|
(1)
Beneficial ownership of the above referenced securities is being reported
hereunder solely because the reporting person may be deemed to have beneficial
ownership of such securities as a result of the Tender and Voting Agreement (as
defined in Item 4 below) entered into with beneficial owners of such securities
as described herein. Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by the reporting person that it is the beneficial owner of any of the
common stock of AGA Medical Holdings, Inc. (AGA) referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(2)
Includes 8,857 shares of AGA common stock underlying stock options which are
currently exercisable or exercisable within 60 days of October 13,
2010. The obligation to tender such
shares to the reporting person pursuant to the Tender and Voting Agreement,
however, does not arise unless and until such stock options are exercised.
(3)
Based upon 50,268,924 shares of AGA common stock outstanding as of October 13,
2010, and 8,857 shares of AGA common stock underlying stock options which are
currently exercisable or exercisable within 60 days of October 13, 2010.
3
Item 1.
Security and Issuer
This
statement on Schedule 13D (this Schedule 13D) relates to shares of common
stock of AGA Medical Holdings, Inc., a Delaware corporation (AGA), par
value $0.01 per share (the Shares).
The principal executive offices of AGA are located at 5050 Nathan Lane
North, Plymouth, MN 55442.
Item 2. Identity and Background
This
Schedule 13D is being jointly filed on behalf of St. Jude Medical, Inc., a
Minnesota corporation (St. Jude Medical), and Asteroid Subsidiary
Corporation, a Delaware corporation and wholly-owned indirect subsidiary of St.
Jude Medical (Asteroid, and together with St. Jude Medical, the Reporting
Persons). The principal executive
offices of each of the Reporting Persons are located at One St. Jude
Medical Drive, St Paul, MN 55117.
St. Jude Medical develops, manufactures and distributes cardiovascular
medical devices for the global cardiac rhythm management, cardiology and
cardiac surgery and atrial fibrillation therapy areas and neurostimulation
medical devices for the management of chronic pain. Asteroid was organized by St. Jude Medical to
acquire AGA and therefore has not conducted any business to date.
Attached
as
Schedule I
, and incorporated herein by reference, is a chart setting
forth, with respect to each executive officer and director of St. Jude Medical
and Asteroid, his or her name, residence or business address and present
principal occupation or employment (along with the name, principal business and
address of any corporation or other organization in which such employment is
conducted), in each case as of the date hereof.
During
the last five years, none of the Reporting Persons nor, to the best knowledge
of the Reporting Persons, any of the persons named on
Schedule I
, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During
the last five years, none of the Reporting Persons nor, to the best knowledge
of the Reporting Persons, any of the persons named on
Schedule I
, is or
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or has been found to have committed any violation with respect to such
laws.
To
the best knowledge of the Reporting Persons, other than Denis Gestin, who is a
citizen of France, each executive officer and director of the Reporting Persons
is a citizen of the United States.
Item 3.
Source
and Amount of Funds or Other Consideration
Pursuant
to, and subject to the terms and conditions contained in, the Tender and Voting
Agreement described in Item 4, the Reporting Persons may be deemed to have
acquired beneficial ownership of the Covered Shares (as defined below) by
virtue of entering into a Tender and Voting Agreement with the Tendering
Stockholders (as defined in Item 4). The
Tender and Voting Agreement was entered into to induce St. Jude Medical and
Asteroid to enter into the Merger Agreement and proceed with the transactions
contemplated thereby. Neither St. Jude
Medical nor Asteroid has paid any consideration to the Tendering Stockholders
in connection with the execution and delivery of the Tender and Voting
Agreement described under Item 4 of this Schedule 13D.
Item 4: Purpose of Transaction
On
October 15, 2010, St. Jude Medical, Asteroid, and AGA entered into an
Agreement and Plan of Merger and Reorganization (the Merger Agreement),
providing for St. Jude Medical through AGA to acquire all of the
outstanding Shares of AGA by means of an exchange offer (the Offer) and a
subsequent merger (the Merger) pursuant to the terms and conditions of the
Merger Agreement. In the Offer, St. Jude Medical, through Asteroid, is
offering to exchange for each Share accepted by Asteroid either $20.80 in cash,
without interest, or $20.80 in fair market value of St. Jude Medical
common stock (with the fraction of shares or number of shares of St. Jude
Medical
4
common
stock to equal $20.80 divided by the volume weighted average of the daily
closing prices, determined by closing prices on the New York Stock Exchange for
the ten trading days ending on and including the second trading day preceding
the expected final expiration date of the Offer (the exchange rate)). AGA stockholders may elect to receive either
cash (the cash election) or St. Jude Medical common stock (the stock
election) for each Share of AGA stock tendered in the Offer. Cash elections and stock elections are
subject to proration and adjustment so that only 50% of the aggregate
consideration paid in the Offer will be cash and only 50% will be St. Jude
Medical common stock. The obligation of
Asteroid to accept for payment and pay the Offer consideration for any Shares
tendered in the Offer is conditioned upon, among other things, (i) there
being validly tendered and not withdrawn before the expiration of the Offer a
number of Shares (excluding Shares tendered by guaranteed delivery for which
the underlying Shares have not been received), which, together with the Shares
then owned by St. Jude Medical and any of its subsidiaries, represent at least
a majority of the total number of Shares outstanding on a fully diluted basis
(the Minimum Condition), and (ii) the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and under applicable foreign antitrust laws.
Pursuant to the Merger
Agreement, promptly upon payment by Asteroid for the Shares tendered pursuant
to the Offer representing at least such number of Shares as shall satisfy the
Minimum Condition, and from time to time thereafter, St. Jude Medical is
entitled to designate representatives to serve on AGAs board of directors in
proportion to its, Asteroids and their affiliates ownership of the Shares
following such purchase, provided, however, that St. Jude Medical is entitled
to designate at least a majority of AGAs board of directors as long as St.
Jude Medical and its affiliates beneficially own a majority of the Shares. Under the terms of the Merger Agreement, AGA
has agreed to take all action reasonably necessary to cause St. Jude
Medicals designees to be elected or appointed to AGAs board of directors,
including, at St. Jude Medicals option, increasing the number of directors,
or seeking and accepting resignations of incumbent directors, or both, and to
cause individuals designated by St. Jude Medical to constitute at least
the same percentage (rounded up to the next whole number) as is on the AGA
board of directors of (i) each committee of the AGA board of directors,
(ii) each board of directors (or similar body) of each subsidiary, and
(iii) each committee (or similar body) of each such board. As of the filing of this Schedule 13D, St.
Jude Medical has not determined who will be its designees to AGAs board of
directors, but the designees will be selected from among the following current
executive officers of St. Jude Medical, whose business address, current
principal occupation or employment and employment history are set forth in
Schedule
I
hereto: Daniel J. Starks, John C. Heinmiller, Michael T. Rousseau, Frank
J. Callaghan, Christopher G. Chavez, Eris S. Fain, M.D., Denis Gestin, Jane J.
Song, Behzad Khosravi, Angela D. Craig, Pamela S. Krop, Thomas R. Northenscold,
and Donald J. Zurbay. St. Jude Medical
expects that such representation on AGAs board of directors will permit it to
exert substantial influence over AGAs conduct of its business and operations.
Pursuant
to the Merger Agreement, AGA has granted to Asteroid an irrevocable option (the
Top-Up Option) to purchase newly-issued Shares in an amount up to the lowest
number of Shares that, when added to the aggregate number of Shares owned by
St. Jude Medical and Asteroid, will constitute one share of AGA common stock
more than 90% of the total Shares outstanding.
Subject to applicable legal and regulatory requirements, the Top-Up
Option is exercisable by Asteroid if, following completion of the Offer,
St. Jude Medical or Asteroid beneficially own at least 75% of the
outstanding Shares. The consideration
payable by St. Jude Medical upon exercise of the Top-Up Option will have a
value equal to $20.80, payable in cash to the extent of the par value of shares
of AGA common stock so purchased, and, as to the balance for the shares of AGA
common stock so purchased, payable in cash, shares of St. Jude Medical
common stock (valued at the exchange rate), a promissory note (bearing interest
at the prime rate and with a one-year maturity date), or a combination of the
foregoing. If the Top-Up Option is
exercised, St. Jude Medical and Asteroid are obligated to consummate as
promptly as practicable the Merger described below to acquire all remaining
Shares not acquired in the Offer. The Top-Up Option terminates concurrently with
any termination of the Merger Agreement.
If
the Offer is completed, the Offer will be followed by the Merger of Asteroid
with and into AGA, with AGA surviving as an indirect wholly-owned subsidiary of
St. Jude Medical, and in which any remaining Shares not tendered in the Offer
will be converted into the right to receive $20.80 in cash, without interest,
or a fraction of a share or number of shares of St. Jude Medical common
stock equal to the exchange rate, except for Shares with respect to which appraisal
rights under Delaware law are properly exercised. Each stockholder whose Shares are exchanged
in the Merger will receive the cash consideration for 50% of his/her/its Shares
and will receive stock
5
consideration
for the remaining 50% of his/her/its shares converted in the Merger. Stock options, restricted stock units and
purchase rights under the AGA Employee Stock Purchase Plan outstanding as of
the effective time of the Merger will be cancelled and exchanged in connection
with the Merger in exchange for certain cash payments, as described in the
Merger Agreement. In addition, at the
effective time of the Merger (i) each Share held in the treasury of AGA or
owned, directly or indirectly, by St. Jude Medical, Asteroid or any
wholly-owned subsidiary of AGA immediately prior to the effective time of the
Merger will be cancelled for no consideration, (ii) the certificate of
incorporation of AGA will be amended and restated, (ii) the bylaws of AGA
will be amended and restated to read the same as the bylaws of Asteroid as in
effect immediately prior to the effective time, and (iii) the directors
and officers of Asteroid immediately prior to the effective time will be the
directors of the surviving corporation in the Merger. Depending upon the number of Shares purchased
pursuant to the Offer, the Shares may no longer meet the requirements for
continued listing on The NASDAQ Global Select Market. In addition, the
purchase of the Shares pursuant to the Offer may result in the Shares becoming
eligible for deregistration under the Securities Exchange Act of 1934, as
amended. St. Jude Medical intends
to seek to cause AGA to apply for termination of registration of the AGA Shares
as soon as possible after consummation of the Offer, if the requirements for
termination of registration are met.
Concurrently
with the execution and delivery of the Merger Agreement, and as a condition and
inducement to the willingness of St. Jude Medical and Asteroid to enter into
the Merger Agreement, on October 15, 2010, Welsh, Carson,
Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P.,
Gougeon Shares, LLC and The Frank L. Gougeon Revocable Trust
(collectively, the Tendering Stockholders) entered into a Tender and Voting
Agreement (the Tender and Voting Agreement) with St. Jude Medical. Pursuant to the Tender and Voting Agreement,
subject to the exception described below, the Tendering Stockholders have
agreed, among other things, to (i) tender all Shares owned of record and
beneficially by them (other than unexercised options, warrants and other rights
to acquire Shares or Shares for which they do not have the power to dispose of)
as of the date of the Tender and Voting Agreement or acquired thereafter (the Covered
Shares) in the Offer; (ii) not withdraw their Shares from the Offer; (iii) vote
all Covered Shares in favor of the Merger and the Merger Agreement and against
any action, including any acquisition proposal, that could reasonably be
expected to impede, interfere with, delay, postpone or adversely affect the
Merger or any transactions contemplated thereby; (iv) upon the payment by
Asteroid for Shares tendered in the Offer representing at least the number of
Shares satisfying the Minimum Condition to cause each of their designees on the
AGA board of directors to resign promptly and to fill the resulting vacancies
with directors designated by St. Jude Medical; (v) grant and appoint St.
Jude Medical, and its executive officers and any other designee of St. Jude
Medical as their irrevocable proxy to tender on their behalf their Covered
Shares if they fail to do so within 5 business days after the commencement of
the Offer and to vote the Covered Shares in accordance with clause (iii) above;
and (vi) subject to certain exceptions, not to sell, transfer, pledge,
hypothecate, grant, encumber, assign or otherwise dispose of any of the Covered
Shares.
Pursuant
to the Tender and Voting Agreement, in the event the AGA board of directors
withdraws or adversely changes its recommendation in favor of the Offer and the
Merger or terminates the Merger Agreement to enter into an agreement with
respect to a superior proposal, the obligation for the Tendering Stockholders
to tender and not withdraw the Covered Shares and to vote such Covered Shares
in the manner set forth above will be relieved with respect to the aggregate
number of Covered Shares held by the Tendering Stockholders that is in excess
of 30% of the total number of Shares outstanding on a fully diluted basis as of
the release date. All other Covered
Shares, however, will remain subject to the terms and conditions described
above. The Tender and Voting Agreement
will terminate upon the earliest of (i) the effective date of the Merger, (ii) written
notice of termination by St. Jude Medical, (iii) March 1, 2011, (iv) the
15
th
day after the Merger Agreement is terminated
in accordance with its terms (unless St. Jude Medical has amended the Offer or
commenced a new offer for the Shares), (v) the date on which St. Jude
Medical terminates, withdraws or abandons the Offer without making a new Offer,
(vi) the date on which the Offer or a new Offer violates the terms of the
Tender and Voting Agreement, and (viii) the date on which a third party
acquires more than 50% of AGAs outstanding voting securities on a fully
diluted basis. St. Jude Medical did not pay any additional consideration to the
Tendering Stockholders in connection with the execution and delivery of the
Tender and Voting Agreement. The purpose of the Tender and Voting Agreement is
to increase the likelihood that the Offer and the Merger will be consummated.
The
foregoing summary descriptions of the Merger Agreement and Tender and Voting
Agreement do not purport to be complete and are qualified in their entirety by
reference to the terms of the Merger Agreement and
6
Tender
and Voting Agreement, copies of which are attached hereto as
Exhibits 1
and
2
, respectively, each of which is incorporated herein by reference.
Other
than as described in this Item 4, neither of the Reporting Persons nor, to the
knowledge of the Reporting Persons, do any of the persons identified on
Schedule
I
, currently have any plans or proposals which relate to, or may result in,
any of the matters listed in Items 4(a)-(j) of Schedule 13D. The Reporting Persons intend to continue to
review AGA and its assets, corporate structure, dividend policy,
capitalization, operations, properties, policies, management and personnel, and
to further consider, whether any changes would be desirable in light of the
circumstances then existing, and reserve the right to take such actions or
effect such changes as they deems desirable.
Item 5. Interest in Securities of the Issuer
(a)-(b) Neither St. Jude Medical nor Asteroid
directly own any Shares. However, as
described in Item 4 of this Schedule 13D, as a result of the Voting and Tender
Agreement, based on information provided by the Tendering Stockholders, St.
Jude Medical and Asteroid may be deemed to beneficially own an aggregate of
32,817,364 Shares (including a total of 8,857 options to purchase Shares
currently exercisable or exercisable within 60 days of October 13, 2010),
representing 65.3% of the outstanding Shares as of October 13, 2010. The obligation to tender Shares underlying
the 8,857 stock options pursuant to the Tender and Voting Agreement does not
arise unless and until such stock options are exercised. Of such Shares, St. Jude Medical and Asteroid
have sole voting and dispositive power with respect to 0 Shares and may be
deemed to have shared voting and dispositive power with respect to all such
Shares. St. Jude Medical and Asteroid
may be deemed to share with the Tendering Stockholders the power to vote such Shares
solely with respect to those matters described in Item 4 of this Schedule 13D
and in the Tender and Voting Agreement, which are incorporated herein by
reference. St. Jude Medical and Asteroid
also may be deemed to share with the Tendering Stockholders the power to
dispose of such Shares solely to the extent provided for in the Tender and
Voting Agreement, as more fully described in Item 4 of this Schedule 13D and in
the Tender and Voting Agreement, which is incorporated herein by reference.
To
St. Jude Medicals and Asteroids knowledge, no Shares are beneficially owned
by any of the persons named in
Schedule I
to this Schedule 13D, except
for such beneficial ownership, if any, arising solely from the Tender and
Voting Agreement.
Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by St. Jude Medical or Asteroid that it is the
beneficial owner of any of the Shares referred to herein for purposes of the Section 13(d) of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(c) Neither St. Jude Medical nor Asteroid
nor, to the knowledge of St. Jude Medical and Asteroid, any person identified
in
Schedule I
to this Schedule 13D, has effected any transaction in the
Shares during the past 60 days, except as disclosed herein.
(d) To the knowledge of St. Jude Medical
and Asteroid, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, Shares covered
by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as set forth in Item 4, neither St. Jude Medical nor Asteroid
nor, to the best knowledge of St. Jude Medical and Asteroid, any person set
forth on
Schedule I
hereto, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any other person with
respect to any securities of AGA. The
description of the Merger Agreement and Voting and Tender Agreement contained
in Item 4 are incorporated herein by reference.
7
Item 7. Material to Be Filed as Exhibits
Exhibit No.
|
|
Description
|
|
|
|
Exhibit 1
|
|
Agreement
and Plan of Merger and Reorganization, dated as of October 15, 2010, by
and among St. Jude Medical, Inc., Asteroid Subsidiary Corporation, and
AGA Medical Holdings, Inc. (incorporated herein by reference to Annex A
to St. Jude Medical, Inc.s Registration Statement on Form S-4
filed on October 20, 2010).
|
|
|
|
Exhibit 2
|
|
Tender
and Voting Agreement, dated as of October 15, 2010, among St. Jude
Medical, Inc., Welsh, Carson, Anderson & Stowe IX, L.P.,
WCAS Capital Partners IV, L.P., Gougeon Shares, LLC and The Frank
L. Gougeon Revocable Trust (incorporated by reference to Exhibit 99.1 of
AGA Medical Holdings, Inc. Current Report on Form 8-K filed on
October 18, 2010).
|
|
|
|
Exhibit 3
|
|
Joint
Filing Agreement, between St. Jude Medical and AGA Subsidiary Corporation,
dated October 25, 2010.
|
8
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date:
October 25, 2010
|
ST. JUDE
MEDICAL, INC.
|
|
|
|
/s/
Pamela S. Krop
|
|
Name:
|
Pamela
S. Krop
|
|
Title:
|
Vice President, General
Counsel and Secretary
|
|
|
|
|
Date:
October 25, 2010
|
ASTEROID SUBSIDIARY
CORPORATION
|
|
|
|
/s/
Pamela S. Krop
|
|
Name:
|
Pamela
S. Krop
|
|
Title:
|
Vice President and
Secretary
|
9
Schedule I
Directors and Executive
Officers of St. Jude Medical and Asteroid
1.
St.
Jude Medical
The
following table sets forth the names and principal occupations or employment
and employment history of the directors and executive officers of St. Jude
Medical. The business address and
address for each such persons principal occupation or employment is c/o St.
Jude Medical, Inc., One
St. Jude Medical Drive, St. Paul, Minnesota, 55117.
Name
|
|
Current Principal Occupation or Employment and Employment History
|
|
|
|
Directors:
|
|
|
|
|
|
Daniel
J. Starks
|
|
Director
of St. Jude Medical since 1996. Chairman, President and Chief Executive
Officer of St. Jude Medical since May 2004. President and Chief
Operating Officer of St. Jude Medical from February 2001 to
May 2004. From April 1998 to February 2001, President and
Chief Executive Officer of the Cardiac Rhythm Management Division of
St. Jude Medical. Previously, Chief Executive Officer and President,
Daig Corporation. Director of Urologix, Inc. from October 2002 to
November 2009.
|
|
|
|
Stuart
M. Essig
|
|
Director
of St. Jude Medical since 1999. President and Chief Executive Officer
and a member of the Board of Directors of Integra LifeSciences Holdings
Corporation, a manufacturer of medical devices and implants, since
December 1997. Director of Zimmer Holdings from March 2005 to
August 2008.
|
|
|
|
Barbara
B. Hill
|
|
Director
of St. Jude Medical since December 2007. President, Chief Executive
Officer and Director of ValueOptions, Inc., a managed behavioral health
company, and FHC Health Systems, Inc., its parent company, since
March 2006. Chairman and Chief Executive Officer of Woodhaven Health
Services, an institutional pharmacy company, from August 2004 to
March 2006. President and Director of Express Scripts, Inc., a pharmacy
benefits management company, from April 2002 to October 2003.
Director of Rotech Healthcare Inc. from September 2005 to
June 2006.
|
|
|
|
Michael
A. Rocca
|
|
Director
of St. Jude Medical since March 2004. Retired in 2000 from
Mallinckrodt, Inc., a pharmaceutical and medical device manufacturer,
where he was Senior Vice President and Chief Financial Officer from 1994 to
2000. Director of Hyatt Hotels Corporation and Lawson Software, Inc.
Director of Ligand Pharmaceuticals, Inc. from April 1999 to
May 2007.
|
|
|
|
Richard
R. Devenuti
|
|
Director
of St. Jude Medical since 2001. Senior Vice President and Chief
Operating Officer of the CMA Division of EMC Corporation, a developer and
provider of information infrastructure technology and solutions, since
July 2008. Senior Vice President of Worldwide Services and IT of
Microsoft Corporation, a software company, from December 2003 until
January 2007. From March 1999 to December 2003, Vice President
and Chief Information Officer of Microsoft Corporation. Director of Convergys
Corporation and Director of XETA Technologies Inc. from May 2008 to
November 2009.
|
Name
|
|
Current Principal Occupation or Employment and Employment History
|
|
|
|
Thomas
H. Garrett III
|
|
Director
of St. Jude Medical since 1979. Self-employed as a business consultant
since June 1996. Previously, a member of the law firm of
Lindquist & Vennum PLLP of Minneapolis, Minnesota, and its Managing
Partner from 1993 through 1995. Director of Lifecore Biomedical, Inc.
from July 1996 to March 2008.
|
|
|
|
Wendy
L. Yarno
|
|
Director
of St. Jude Medical since 2002. Chief Marketing Officer of
Hemoshear LLC since September 2010. Retired in 2008 from
Merck & Co., Inc., a pharmaceutical company, where she was
Chief Marketing Officer from 2006 to 2008. General Manager, Business Unit,
Merck & Co., Inc., from 2005 to 2006. Executive VP,
Worldwide Human Health, Merck & Co., Inc. from 2002 to
2005.
|
|
|
|
John
W. Brown
|
|
Director
of St. Jude Medical since August 2005. Chairman of the Board of
Stryker Corporation, an orthopedic device company, from 1997 through
December 2009. Chief Executive Officer of Stryker Corporation from 1977
through 2004. Chairman Emeritus of Stryker Corporation and Director of
Gen-Probe Incorporated.
|
|
|
|
Executive Officers:
|
|
|
|
|
|
Daniel
J. Starks
|
|
Chairman
and Chief Executive Officer of St. Jude Medical since 2004 and President
since 2001. Mr. Starks has served on St. Jude Medicals Board of
Directors since 1996 and has been Chairman, President and Chief Executive
Officer of St. Jude Medical since May 2004. Previously,
Mr. Starks was President and Chief Operating Officer of St. Jude
Medical from February 2001 to May 2004. From April 1998 to
February 2001, he was President and Chief Executive Officer of our
Cardiac Rhythm Management Division, and prior to that, Mr. Starks was
Chief Executive Officer and President of Daig Corporation, a wholly-owned
subsidiary of St. Jude Medical.
|
|
|
|
John
C. Heinmiller
|
|
Executive
Vice President of St. Jude Medical since 2004 and Chief Financial
Officer since 1998. Mr. Heinmiller joined St. Jude Medical in
May 1996 as a part of its acquisition of Daig Corporation, where
Mr. Heinmiller had served as Vice President of Finance and
Administration since 1995. In May 1998, he was named Vice President of
Corporate Business Development. In September 1998, he was appointed Vice
President, Finance and Chief Financial Officer and in May 2004 was
promoted to Executive Vice President.
|
|
|
|
Michael
T. Rousseau
|
|
Group
President of St. Jude Medical since 2008 and President, U.S. Division
since 2009. Mr. Rousseau joined St. Jude Medical in 1999 as Senior
Vice President, Cardiac Rhythm Management Global Marketing. In
August 1999, Cardiac Rhythm Management Marketing and Sales were combined
under his leadership. In January 2001, he was named President, U.S.
Cardiac Rhythm Management Sales, and in July 2001, he was named
President, U.S. Division, a position Mr. Rousseau held until
January 2008, when he was promoted to Group President, initially
responsible for the companys four product divisions. In November 2009,
Mr. Rousseaus Group President responsibilities were realigned, with the
companys Cardiac Rhythm Management Division and U.S. Division reporting
directly to him. Mr. Rousseau was also named President, U.S. Division.
|
Name
|
|
Current Principal Occupation or Employment and Employment History
|
|
|
|
Frank
J. Callaghan
|
|
President,
Cardiovascular of St. Jude Medical since 2008. Mr. Callaghan joined
St. Jude Medical as Vice President of Research and Development for the
Atrial Fibrillation Division in January 2005 as part of the ESI
acquisition. From 1995 to 2005, Mr. Callaghan served as Vice President
of Research and Development for ESI. In January 2008, he was promoted to
President, Cardiovascular Division.
|
|
|
|
Christopher
G. Chavez
|
|
President,
Neuromodulation of St. Jude Medical since 2005. Mr. Chavez serves
as President, Neuromodulation Division, as a result of St. Jude
Medicals acquisition of Advanced Neuromodulation Systems (ANS) in
November 2005. From April 1998 to 2005, he served as President,
Chief Executive Officer and Director of ANS, when it was a separate company,
and has since served as President, Neuromodulation Division.
|
|
|
|
Eric
S. Fain, M.D.
|
|
President,
Cardiac Rhythm Management of St. Jude Medical since 2007. Dr. Fain
joined St. Jude Medical in 1997 as a part of our acquisition of
Ventritex, Inc., where he had served since 1987. In 1998, he was named
Senior Vice President, Clinical Engineering and Regulatory Affairs, Cardiac
Rhythm Management. In 2002 he was appointed Senior Vice President for
Development and Clinical/Regulatory Affairs for Cardiac Rhythm Management and
was promoted to Executive Vice President over those functions in 2005. In
July 2007, Dr. Fain became President, Cardiac Rhythm Management
Division.
|
|
|
|
Denis
M. Gestin
|
|
President, International
of St. Jude Medical since 2008. Mr. Gestin joined St. Jude
Medical in 1997 as manager of cardiac rhythm management and catheter product
sales in France. He was named Managing Director of St. Jude Medical France
in 1999 and was promoted to Vice President, Northern Europe & Africa
in 2002. He was named President of SJM Europe, Middle East, Africa and Canada
in August 2004, and in January 2008, Mr. Gestin was promoted
to President, International Division.
|
|
|
|
Jane
J. Song
|
|
President,
Atrial Fibrillation of St. Jude Medical since 2004. Ms. Song joined
St. Jude Medical in 1998 as Senior Vice President, Cardiac Rhythm
Management Operations. In May 2002, she was appointed President, Cardiac
Surgery Division, and in August 2004, was appointed President, Atrial
Fibrillation Division.
|
|
|
|
Behzad
(Ben) Khosravi
|
|
Vice
President, Global Quality of St. Jude Medical since 2009.
Mr. Khosravi joined St. Jude Medical in 1998 as Vice President,
Quality, Cardiac Rhythm Management. He held various positions within the
Cardiac Rhythm Management division. In 2005, he was promoted to Senior Vice
President Quality and Leads Development and Operations, Cardiac Rhythm
Management. In 2006, he served as Executive Vice President Quality and Leads
Development and Operations, Cardiac Rhythm Management. Prior to being
appointed Vice President, Global Quality in 2009, Mr. Khosravi was
Executive Vice President, Product Development and Leads Operations, Cardiac
Rhythm Management from 2007 to 2009.
|
|
|
|
Angela
D. Craig
|
|
Vice
President, Corporate Relations and Human Resources of St. Jude Medical
since 2010. Ms. Craig joined St. Jude Medical in May 2005 as
Vice President of Communications and served in that position until being
named
|
Name
|
|
Current Principal Occupation or Employment and Employment History
|
|
|
|
|
|
Vice
President, Corporate Relations, in January 2006. In August 2010,
Ms. Craig was named Vice President, Corporate Relations and Human
Resources. Prior to joining St. Jude Medical, Ms. Craig spent
12 years with Smith & Nephew plc, a medical device company
headquartered in London, England, where she last served as Vice President of
U.S. Public Relations and Investor Relations from 2003 to 2005.
|
|
|
|
Pamela
S. Krop
|
|
Vice
President, General Counsel and Corporate Secretary of St. Jude Medical
since 2006. Ms. Krop joined St. Jude Medical in July 2006 as
Vice President, General Counsel and Corporate Secretary. She previously spent
15 years at General Electric (GE) Company, a diversified industrial
corporation, and served as General Counsel of GE Healthcare Bio-Sciences, a
$3 billion business acquired by GE, formerly known as Amersham plc.
|
|
|
|
Thomas
R. Northenscold
|
|
Vice
President, Information Technology and Chief Information Officer of
St. Jude Medical since 2007. Mr. Northenscold joined St. Jude
Medical in 2001 as Vice President, Finance and Administration of Daig
Corporation, a wholly-owned subsidiary of St. Jude Medical. In
March 2003, he was named Vice President, Administration and in November 2007
was promoted to Vice President, Information Technology and Chief
Information Officer.
|
|
|
|
Donald
J. Zurbay
|
|
Vice
President of St. Jude Medical since 2006 and Corporate Controller since
2004. Mr. Zurbay joined St. Jude Medical in 2003 as Director of
Corporate Finance. In 2004, Mr. Zurbay was named Corporate Controller,
and in January 2006 he was named Vice President and Corporate Controller.
|
2.
Asteroid
The
following table sets forth the names and principal occupations or employment of
the directors and executive officers and employment history of the directors
and executive officers of Asteroid. The
business address and address for each such persons principal occupation or
employment is c/o Asteroid Subsidiary Corporation, One St. Jude Medical Drive, St. Paul, Minnesota, 55117.
Name
|
|
Current Principal Occupation or Employment
|
|
|
|
John
C. Heinmiller
|
|
Director,
President and Treasurer of Asteroid since October 2010. Executive Vice
President of St. Jude Medical since 2004 and Chief Financial Officer
since 1998. Mr. Heinmiller joined St. Jude Medical in May 1996
as a part of its acquisition of Daig Corporation, where Mr. Heinmiller
had served as Vice President of Finance and Administration since 1995. In
May 1998, he was named Vice President of Corporate Business Development.
In September 1998, he was appointed Vice President, Finance and Chief
Financial Officer and in May 2004 was promoted to Executive Vice
President.
|
|
|
|
Pamela
S. Krop
|
|
Director,
Vice President and Secretary of Asteroid since October 2010. Vice
President, General Counsel and Corporate Secretary of St. Jude Medical
since 2006. Ms. Krop joined St. Jude Medical in July 2006 as
Vice President, General Counsel and Corporate Secretary. She previously spent
15 years at GE Company, a diversified industrial corporation, and served
as General Counsel of GE Healthcare Bio-Sciences, a $3 billion business
acquired by GE, formerly known as Amersham plc.
|
Name
|
|
Current Principal Occupation or Employment
|
|
|
|
Donald
J. Zurbay
|
|
Director
and Vice President of Asteroid since October 2010. Vice President of
St. Jude Medical since 2006 and Corporate Controller since 2004.
Mr. Zurbay joined St. Jude Medical in 2003 as Director of Corporate
Finance. In 2004, Mr. Zurbay was named Corporate Controller, and in
January 2006 he was named Vice President and Corporate Controller.
|
Aga Medical Holdings Com (MM) (NASDAQ:AGAM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Aga Medical Holdings Com (MM) (NASDAQ:AGAM)
Historical Stock Chart
From Jul 2023 to Jul 2024