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STJ > SEC Filings for STJ > Form 8-K on 26-Mar-2013All Recent SEC Filings

Show all filings for ST JUDE MEDICAL INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On March 21, 2013, St. Jude Medical, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto, relating to the sale by the Company of $900 million aggregate principal amount of the Company's 3.25% Senior Notes due 2023 and $700 million aggregate principal amount of the Company's 4.75% Senior Notes due 2043.

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 the ordinary course of business, certain of the underwriters and their respective affiliates may participate in loans and actively trade the Company's debt and equity securities for their own account or for the account of customers and, accordingly, may at any time hold long or short positions in such securities.

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.

(d) 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:

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;

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;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

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.

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 Company's other public filings, which are available without charge through the SEC's website at

The following exhibit is filed as part of this Current Report on Form 8-K:

 Exhibit Number      Description
      1.1            Underwriting Agreement, dated March 21, 2013, among the
                     Company and Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated and Wells Fargo Securities, LLC, as
                     representatives of the several underwriters named in
                     Schedule A thereto.

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