UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(D)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~AND EXCHANGE~~reported) ~~ACT~~August 13, ~~OF 1934~~2001

~~Date~~MINIMED ~~of Report (Date of earliest event reported) May 30, 2001~~INC.

~~MINIMED INC.~~ (Exact Name of Registrant as Specified in its Charter)

Delaware			95-4408171	~~95-4408171~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission		(IRS Employer
18000 Devonshire Street, Northridge, California (Address of Principal Executive Offices)				91325 (Zip Code)
of Incorporation)	File Number)		Identification No.)
18000 Devonshire Street, Northridge, California			91325
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (818) 362-5958

N/A

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1


	Item 5. Other Events.
SIGNATURES

Item 5. Other Events.

On ~~May~~August 3013, 2001, ~~MiniMed~~Judge ~~Inc.~~Andrew ~~(the “Company”), Medtronic, Inc~~J. aMohr ~~Minnesota corporation (“Medtronic”) and MMI Merger Corp., a wholly owned subsidiary~~ of ~~Medtronic~~ ~~entered~~the ~~into~~Superior anCourt ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Agreement”),~~ ~~whereby~~State ~~the Company will become a wholly-owned subsidiary~~ of ~~Medtronic.~~California ~~Under~~ for the ~~terms~~County of ~~the~~Los ~~Agreement~~Angeles, ~~each~~Central ~~outstanding~~District, ~~share of Company Common Stock will~~denied bedefendant ~~converted~~MiniMed ~~into the right to receive $48 per share in cash~~Inc.’s ~~Outstanding stock~~motion ~~options will become fully exercisable and certain rights~~ to ~~receive deferred~~stay ~~stock compensation will terminate with~~ the ~~result~~proceedings ~~that the holders of the options and rights will also have the right to receive $48~~ in ~~cash~~Lezin ~~for~~v. ~~each~~MiniMed ~~underlying~~Inc., ~~share~~et. ~~of Common Stock~~al.

The ~~closing~~case ofis ~~the~~one ~~transaction~~of two isclass ~~conditioned~~actions ~~on,~~commenced ~~among~~in ~~other~~connection ~~things, adoption~~with of the ~~Agreement~~pending bymerger involving the ~~holders~~MiniMed ofInc. a(the ~~majority~~“Company”) ofand ~~the outstanding~~Medtronic ~~shares~~Inc. ofin ~~Common~~which ~~Stock~~claims ~~and~~are ~~expiration~~asserted ofagainst the ~~waiting~~Company ~~period~~and ~~under the~~its ~~Hart-Scott-Rodino~~directors ~~Antitrust~~for ~~Improvements~~breach ~~Act~~ of ~~1976~~fiduciary duty. ~~Accordingly,~~The ~~there~~second ~~can be~~case nois ~~assurance~~pending ~~that~~ in the ~~transaction~~Delaware ~~will~~Court beof ~~completed~~Chancery.

The ~~holders~~Company’s motion offor ~~approximately~~a ~~26%~~stay, ofif ~~the~~granted, ~~outstanding~~would ~~shares~~have ofcause ~~Company Common~~the ~~Stock,~~proceedings ~~including~~in the ~~Alfred~~Lezin E.case ~~Mann,~~to ~~the~~come ~~founder~~to ~~and~~a ~~Executive~~halt ~~Chairman~~in favor of the Delaware proceedings. The attorneys for the ~~Company,~~plaintiffs in the Lezin case have ~~agreed~~indicated ~~with~~their ~~Medtronic~~intent to ~~vote~~seek ~~their~~preliminary ~~shares~~injunctive relief inpreventing ~~favor~~the consummation of the merger. ~~and~~The ~~against~~meeting ~~any~~of MiniMed’s ~~proposal~~stockholders orto ~~action~~vote ~~that~~on ~~could~~the ~~interfere~~merger ~~with~~is orscheduled ~~impede~~for August 22, 2001 and the ~~transaction~~closing is expected to occur shortly thereafter.

Medtronic has also announced that it has entered into an agreement to acquire Medical Research Group, Inc. a privately-held company engaged in the development of implantable pump systems and a long-term glucose sensor. The Company has the exclusive worldwide marketing rights to MRG’s pump systems for diabetes and to its long-term glucose sensor. Mr. Mann is also the founder of MRG and has a substantial equity interest in that company.

In light of the proposed merger with Medtronic and the need to hold a stockholders meeting to vote on adoption of the Agreement, the 2001 Annual Meeting of the Stockholders currently scheduled for June 7 will be adjourned to a later date. The Company will inform stockholders of the new date, time and location for the meeting, which is not expected to be held until late July or August.

Item 7. Financial Statements and Exhibits.

99.1 Press release dated May 30, 2001 entitled “Medtronic Signs Agreement to Acquire MiniMed and Medical Research Group”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 30, 2001	MINIMED INC.
Date: August 13, 2001			MINIMED INC.
	~~By:~~	~~/s/ Eric S. Kentor~~By:	/s/ Eric S. Kentor
		Name: Eric S. Kentor
		Name:	Eric S. Kentor
		Its: Senior Vice President, General Counsel and Secretary
		Its:	Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
99.1		Press release dated May 30, 2001 entitled “Medtronic Signs Agreement to Acquire MiniMed and Medical Research Group”

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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