STRYKER CORPORATION (NYSE:SYK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information set forth in Item 1.01 above with respect to the Notes is hereby incorporated by reference into this Item 1.01, insofar as it relates to the creation of a direct financial obligation.
| Item 1.01 | FINANCIAL STATEMENTS AND EXHIBITS |
The agreements included as exhibits to this Current Report on Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i)were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii)may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii)may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv)were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.
(d) Exhibits
| 4.1 | Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association. – Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, dated January15, 2010 (Commission File No.000-09165) |
| 4.2 | Fourteenth Supplemental Indenture (including the form of the note), dated March7, 2018, between Stryker Corporation and U.S. Bank National Association |
| 5.1 | Opinion Letter of Skadden, Arps, Slate, Meagher& Flom LLP regarding the validity of the Notes |
| 5.2 | Opinion Letter of Warner Norcross& Judd LLP regarding the validity of the Notes |
| 12.1 | Statement of Computation of Ratio of Earnings to Fixed Charges. |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit 5.1) |
| 23.2 | Consent of Warner Norcross& Judd LLP (included as part of Exhibit 5.2) |
STRYKER CORP ExhibitEX-4.2 2 d518544dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 Stryker Corporation and U.S. Bank National Association,…To view the full exhibit click here
About STRYKER CORPORATION (NYSE:SYK)
Stryker Corporation (Stryker) is a medical technology company. The Company operates through three segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. The Company’s Orthopaedics segment products consist of implants used in hip and knee joint replacements and trauma and surgeries. The Company’s MedSurg segment products consist of surgical equipment and surgical navigation systems (Instruments); endoscopic and communications systems (Endoscopy); patient handling and emergency medical equipment (Medical), and reprocessed and remanufactured medical devices (Sustainability), as well as other medical device products used in a range of medical specialties. The Company’s Neurotechnology and Spine segment products consist of both neurosurgical and neurovascular devices. The Company’s products are sold in approximately 100 countries through the Company-owned sales subsidiaries and branches, as well as third-party dealers and distributors.