SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ATS Medical, Inc.
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
002083 10 3
(CUSIP number)
Kevin Yamaga-Karns, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 669-6000
(Name, address and telephone number of person
authorized to receive notices and communications)
November 28, 1997
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
* The remainder of this cover page shall be filled out for
a reporting person's 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).
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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CUSIP NO. 002083 10 3
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ITOCHU CORPORATION; 98-0053818
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
784,470 SHARES
8 SHARED VOTING POWER
784,470 SHARES
9 SOLE DISPOSITIVE POWER
784,470 SHARES
10 SHARED DISPOSITIVE POWER
784,470 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,568,940 SHARES (ONE-HALF (784,470 SHARES)
BENEFICIALLY OWNED SOLELY BY MEANS OF CONTROL OF
CENTURY MEDICAL, INC.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP NO. 002083 10 3
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CENTURY MEDICAL, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0 SHARES
8 SHARED VOTING POWER
784,470 SHARES
9 SOLE DISPOSITIVE POWER
0 SHARES
10 SHARED DISPOSITIVE POWER
784,470 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,470 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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This Schedule 13D/A (Amendment No. 1) amends and
supplements the Statement on Schedule 13D dated as of February 18,
1997 ("Statement") by Itochu Corporation ("Itochu") relating to the
common stock ("Common Stock"), par value $0.01 per share, of ATS
Medical, Inc. ("ATS"). Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the same meaning as
set forth in the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
The information previously furnished in response to
this item is amended (i) to replace the previous Schedule A with
the revised Schedule A attached hereto, and (ii) to add the
following:
Century Medical, Inc., a Japanese corporation
("CMI"), is a trading company with its principal business and
offices located at 1-6-4, Osaki, Shinagawa-ku, Tokyo 141, Japan.
In the last five years, CMI has not been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor has CMI been a party to a civil proceeding as a
result of which CMI 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 finding any violation with respect to such laws.
The names of the directors of CMI are set forth in
Schedule B attached hereto. Except as otherwise set forth on
Schedule B, each director is a Japanese citizen whose principal
occupation is serving as an officer of CMI. Except as otherwise
set forth on Schedule B, the business address of each director is
Century Medical, Inc., 1-6-4, Osaki, Shinagawa-ku, Tokyo 141,
Japan.
In the last five years, no director of CMI has been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors), nor has any such director been a party
to a civil proceeding as a result of which such person 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 finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information previously furnished in response to
this item is amended to add the following:
CMI acquired the 784,470 shares of Common Stock from
Itochu for an aggregate of 944,956,873 Yen (1,204.58 Yen per share)
derived from CMI's working capital. No part of the acquisition
price was represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading
or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
The information previously furnished in response to
this item is amended to add the following:
CMI acquired its shares of Common Stock from Itochu
for investment purposes. CMI has no plans or proposals which
relate to or would result in the occurrence of any of the
transactions or events described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information previously furnished in response to
this item is amended to add the following:
On November 28, 1997, CMI acquired 784,470 shares of
Common Stock from Itochu at a price of 1,204.58 Yen per share
pursuant to the terms of an Agreement, a translation of which is
attached hereto as Exhibit 1 (the "Agreement"). Subsequent to the
Agreement, Itochu beneficially owns 784,470 shares of Common Stock,
and Itochu (by means of control of its wholly-owned subsidiary CMI)
and CMI share beneficial ownership of 784,470 shares, for an
aggregate 1,568,940 shares or 8.9% of the outstanding shares of
Common Stock. Itochu retains sole voting and dispositive power
with respect to 784,470 shares, and Itochu and CMI share voting and
dispositive power with respect to an additional 784,470 shares of
Common Stock.
To the best knowledge of CMI, no director of CMI
beneficially owns or has the right to acquire any shares of Common
Stock and no director of CMI has effected any transaction in the
shares of Common Stock in the last sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Exhibit
1 Agreement (Translation) dated as of November
18, 1997 between Itochu Corporation and
Century Medical, Inc.
2 Agreement Re Joint Filing.
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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: December 1, 1997
ITOCHU CORPORATION CENTURY MEDICAL, INC.
By: /s/ Takashi Yamamura By: /s/ Mitsunari Suzuki
Name: Takashi Yamamura Name: Mitsunari Suzuki
Title: Executive Vice President Title: President & CEO
<PAGE>
SCHEDULE A
DIRECTORS OF ITOCHU
Minoru Murofushi
Jay W. Chai
Mr. Chai is a U.S. citizen whose business address is
Itochu International Inc., 335 Madison Avenue, New
York, New York 10017.
Takashi Yamamura
Ichiro Kanade
Noboru Nishikawa
Koji Nojima
Masayoshi Fujiwara
Uichiro Niwa
Fumiaki Fujino
Hiroshi Sumie
Hiroyuki Yamaoka
Katsuyuki Kanezaki
Tetsusaburo Shirai
Seizo Kano
Nobuhiro Takahashi
Motohiro Matsukura
Takeshi Seino
Takeo Onda
Shogo Homma
Keiichi Wakabayashi
Masahiro Fukumoto
Shiro Morita
Nobuo Kobayashi
Makoto Kato
Yushin Okazaki
Kakuichi Saegusa
Sumitaka Fujita
Hiromi Iizuka
Tokuji Kayama
Hirotaka Takechi
Tadao Abe
Junichi Taniyama
Takeshi Kondo
Mitsuaki Fukuda
Yasuo Itsusima
Kunio Tajiri
Michio Tanabe
Masahisa Naito
Masaya Takei
Hidekazu Suzaki
Hiroshi Matsumoto
Sumio Yanagidate
Fujio Tanaka
Ryuzo Ogino
Kenji Harasawa
Akira Yokota
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SCHEDULE B
DIRECTORS OF CMI
Mitsunari Suzuki
Kenjiro Ichikawa
Yasuo Kyotani
Minefumi Yamada
Hiroshi Matsumoto
Mr. Matsumoto's principal occupation is serving as
an officer of ITOCHU Corporation, whose business
address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107,
Japan.
Shigehiro Okamoto
Mr. Okamoto's principal occupation is serving as an
officer of Healthcare-Tech Corporation, whose
business address is 2-22-6, Ohashi, Meguro-Ku, Tokyo
153, Japan.
Moritake Onuki
Mr. Onuki's principal occupation is serving as an
officer of ITOCHU Corporation, whose business
address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107,
Japan.
Masaki Nakano
Mr. Nakano's principal occupation is serving as an
officer of ITOCHU Corporation, whose business
address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107
Japan.
<PAGE>
EXHIBIT 1
(TRANSLATION)
AGREEMENT
ITOCHU Corporation ("ITC") and Century Medical, Inc. ("CMI") hereby
agree with respect to the change of ownership of shares of ATS
Medical Inc. ("ATS") as of November 18, 1997 as follows:
1. Change of Ownership.
ITC and CMI hereby agree to change the record ownership from ITC to
CMI of 784,470 shares (the "Shares") of the 1,568,940 shares of
common stock, US$0.01 par value per share, of ATS owned by ITC, for
the price of 944,956,873 Yen. The amount of 944,953,673 Yen shall
be remitted to the bank account designated by ITC on November 28,
1997.
2. Delivery of Shares.
ITC shall deliver to CMI certificate(s) representing the Shares, as
soon as practicable following the date of remittance.
3. Assignment of Rights. ITC hereby assigns to CMI and CMI hereby
assumes all of ITC's rights and obligations under the Stock
Purchase Agreement dated February 3, 1997, between ITC and ATS with
regard to the Shares, effective at the time of the change of
ownership of the Shares.
4. Consultation. Matters not stipulated in this Agreement or any
ambiguity or controversy related hereto shall be settled by good
faith consultation between ITC and CMI. In the event that an
amicable settlement cannot be reached, the Tokyo District Court
shall have sole jurisdiction over any claim brought pursuant
thereto.
IN WITNESS WHEREOF, ITC and CMI have caused this Agreement to be
signed in their respective names in duplicate, and each party shall
retain one copy.
November 18, 1997
2-5-1, KITA-AOYAMA, MINATO-KU, 1-6-4, OSAKI, SHINAGAWA-KU,
TOKYO TOKYO
ITOCHU CORPORATION CENTURY MEDICAL, INC.
(seal) (seal)
<PAGE>
We hereby certify on behalf of ITOCHU Corporation and Century
Medical, Inc., respectively, that the attached document is a fair
and accurate English-language translation of the original Japanese-
language document.
ITOCHU CORPORATION CENTURY MEDICAL, INC.
By: /s/ Takashi Yamamura By: /s/ Mitsunari Suzuki
Name: Takashi Yamamura Name: Mitsunari Suzuki
Title: Executive Vice President Title: President & CEO
<PAGE>
EXHIBIT 2
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant
to Rule 13d-1(f)(1)(iii) under the Securities and Exchange Act of
1934, that this Schedule 13D/A is to be filed on behalf of each
such party.
ITOCHU CORPORATION
By: /s/ Takashi Yamamura
Name: Takashi Yamamura
Title: Executive Vice President
CENTURY MEDICAL, INC.
By: /s/ Mitsunari Suzuki
Name: Mitsunari Suzuki
Title: President & CEO
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