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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 21, 1999
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(Date of Earliest Event Reported)
MEDICAL GRAPHICS CORPORATION
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-9899 41-1316712
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
350 OAK GROVE PARKWAY
SAINT PAUL, MN 55127
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(Address of principal executive offices)
Registrant's telephone number, including area code: (651) 484-4874
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ITEMS 1 -4, 6 AND 8
Not applicable.
ITEM 5. OTHER EVENTS.
On December 21, 1999, the shareholders of Medical Graphics Corporation
("Medical Graphics") approved the Agreement and Plan of Merger (the "Agreement")
dated September 22, 1999, with Angeion Corporation ("Angeion"), a publicly held
company headquartered in Minnesota, under which Angeion agreed to acquire all of
the outstanding shares of Medical Graphics for $2.15 per share. The Merger
became effective on December 21, 1999.
ITEM 7. EXHIBITS
99.1 Press release dated December 21, 1999, announcing that Angeion had
completed the acquisition of Medical Graphics Corporation.
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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.
MEDICAL GRAPHICS CORPORATION
By /s/ Richard E. Jahnke
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Richard E. Jahnke
Chief Executive Officer
December 22, 1999
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Exhibit 99.1
MINNEAPOLIS, Dec. 21 /PRNewswire/ -- Angeion Corporation (Nasdaq: ANGN -
news) announced today that it has completed its previously announced
acquisition of Medical Graphics Corporation (Nasdaq: MGCC - news), a
developer and manufacturer of cardiopulmonary products, by acquiring all of
the outstanding shares of Medical Graphics for $2.15 per share for a total of
approximately $16.2 million. Medical Graphics will become a wholly-owned
subsidiary of Angeion and will continue to operate its current business and
utilize its infrastructure, technology and customer base as a platform from
which to implement growth strategies in the cardiopulmonary market. Medical
Graphics shareholders approved the transaction at a shareholders meeting
earlier today.
On January 3, 2000, Richard E. Jahnke, President and Chief Executive Officer
of Medical Graphics, will become President and CEO of Angeion Corporation.
James B. Hickey, Jr., President and CEO of Angeion since July 1998, will
continue to serve as a director on Angeion's Board of Directors.
"We are pleased to complete this acquisition,'' said James B. Hickey, Jr.,
Angeion's President and CEO. "Angeion will begin to apply its resources to
building a stronger cardiorespiratory company with broader information
technology applications."
Richard E. Jahnke has served as President and Chief Executive Officer of
Medical Graphics since August 1998. Prior to joining Medical Graphics, he
served for five years as President and Chief Operating Officer at CNS, Inc.,
which develops and markets consumer health care products.
The discussion above contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements by
their nature involve substantial risks and uncertainties. Actual results may
differ materially depending on a variety of factors, including, but not
limited to the following: approval of the Sanofi-Synthelabo agreement and the
Medtronic agreement by the shareholders and senior note holders of Angeion;
satisfaction of certain other conditions to the closing of the transactions
contemplated by the Sanofi-Synthelabo agreement; the costs to support the
Company's ongoing operations and to provide customer support for the
Company's products; the demand for and cost of supplying the Company's
products; the costs associated with refocusing the Company's business; the
ability of the Company to identify and successfully pursue business
opportunities; and continued listing on the Nasdaq National Market.
Additional information with respect to the risks and uncertainties faced by
the Company may be found in, and the prior discussion is qualified in its
entirety by, the Risk Factors contained in the Company's Annual Report on
Form 10-K, as filed with the Securities and Exchange Commission on March 31,
1999, and the Company's other periodic filings with the SEC, copies of which
are available upon request.
