As filed with the Securities and Exchange Commission on November 29, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1579150
(State of incorporation) (I.R.S. Employer
Identification No.)
3650 ANNAPOLIS LANE
SUITE 170
PLYMOUTH, MINNESOTA 55447-5434
(612) 550-9388
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
DAVID L. CHRISTOFFERSON
3650 ANNAPOLIS LANE
SUITE 170
PLYMOUTH, MINNESOTA 55447-5434
(612) 550-9388
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value. . . . . 100,000 shares $6.05 $ 605,000 $ 210
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement includes an
indeterminate number of additional shares as may be issuable as a result of
anti-dilution provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options to
purchase shares previously granted under the plan, on the basis of the
weighted average exercise price of such option grants and (ii) with respect
to options to be granted under the plan, on the basis of the average
between the high and low reported sales prices of the Registrant's Common
Stock on November 27, 1995 on the national over-the-counter market, as
reported by the NASDAQ National Market System.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended July 31, 1995
(File No. 0-17019); (2) all other reports filed by the Company pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since July 31, 1995; and (3) the description of the Company's
Common Stock contained in its Registration Statement on Form 8-A (File No.
0-17019), including any amendments or supplements.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The financial statements of the Company incorporated by reference in this
Registration Statement have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, for the periods indicated in their reports thereon
which reports are incorporated by reference in the Annual Report on Form 10-K
for the year ended July 31, 1995. The financial statements audited by KPMG Peat
Marwick LLP have been incorporated herein by reference in reliance on their
report given on their authority as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP, independent certified public accountants,
audit and report on the financial statements of the Company issued at future
dates, and consents to the use of their report thereon, such financial
statements will also be incorporated by reference in the Registration Statement
in reliance upon their report and said authority.
Item 4. Description of Securities.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Article V of the Company's Amended Bylaws provides that directors,
officers, employees and agents, past or present, of the Company, and persons
serving as such of another corporation or entity at the request of the Company,
shall be indemnified by the Company to the fullest extent permitted by
applicable state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy favor of the Company.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
4.1 Articles of Merger, including Amended and Restated Articles of
Incorporation of the Company (incorporated by reference to Exhibit 3A
contained in Form 8-A (File No. 0-17019)).
4.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3B
to the Company's Registration Statement on Form S-4 (File No.
33-20761)).
4.3 Amended Form of the Company's Common Stock Certificate (incorporated
by reference to Exhibit 4A contained in the registration statement on
Form 8-A (File No. 0-17019)).
4.4 Certificate of Designation of Preferred Stock, Series A (incorporated
by reference to Exhibit 4.1 contained in the Current Report on Form
8-K filed February 9, 1993).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1 1994 Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10.23 contained in the Annual Report on Form 10-K
for the year ended July 31, 1994 (File No. 0-17019)).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on November 23,
1995.
ANGEION CORPORATION
By:/s/ Whitney A. McFarlin
Whitney A. McFarlin
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Whitney A. McFarlin and David L. Christofferson
and each or any one of them, his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on November 23,
1995 in the capacities indicated.
Signature Title
/s/ Whitney A. McFarlin Chairman of the Board, President and Chief
Whitney A. McFarlin Executive Officer (Principal Executive Officer)
/s/ David L. Christofferson Vice President, Chief Financial Officer
David L. Christofferson (Principal Financial Officer and Accounting
Officer) and Secretary
/s/ Joseph C. Kiser, M.D. Director
Joseph C. Kiser, M.D.
/s/ Lyle D. Joyce, M.D. Director
Lyle D. Joyce, M.D.
/s/ Sally E. Howard Director
Sally E. Howard
/s/ Arnold A. Angeloni Director
Arnold A. Angeloni
/s/ Dennis E. Evans Director
Dennis E. Evans
/s/ Glen Taylor Director
Glen Taylor
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
<S> <C> <C>
4.1 Articles of Merger, including Amended Restated Articles of
Incorporation of the Company (incorporated by reference to Exhibit 3A
contained in Form 8-A (File No. 0-17019)).
4.2 Amended Bylaws of the Company (incorporated by reference
to Exhibit 3B to the Company's Registration Statement on
Form S-4 (File No. 33-20761)).
4.3 Amended Form of the Company's Common Stock Certificate
(incorporated by reference to Exhibit 4A contained in the
registration statement on Form 8-A (File No. 0-17019)).
4.4 Certificate of Designation of Preferred Stock, Series A (incorporated
by reference to Exhibit 4.1 contained in the Current Report on Form
8-K filed February 9, 1993).
5.1 Opinion and Consent of Oppenheimer
Wolff & Donnelly........................................................ Filed herewith.
23.1 Consent of Oppenheimer Wolff & Donnelly
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants............................................ Filed herewith.
24.1 Power of Attorney (included on page 6 of this
Registration Statement).
99.1 1994 Non-Employee Director Option Plan (incorporated by
reference to Exhibit 10.23 contained in the
Annual Report on Form 10-K for the year ended
July 31, 1994 (File No. 0-17019)).
</TABLE>
Exhibit 5.1
November 29, 1995
Angeion Corporation
3650 Annapolis Lane
Suite 170
Plymouth, Minnesota 55447
RE: REGISTRATION STATEMENT ON FORM S-8
1994 NON-EMPLOYEE DIRECTOR OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to Angeion Corporation, a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 100,000 shares
of its Common Stock, $.01 par value (the "Shares"), pursuant to the Company's
Registration Statement on Form S-8 for the Company's 1994 Non-Employee Director
Option Plan (the "1994 Director Plan"), to be filed with the Securities and
Exchange Commission on November 29, 1995 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the 1994 Director Plan referred to in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to laws other than the General Corporate Laws
of the State of Minnesota and the federal laws of the United States of America,
and we assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Angeion Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Incorporation of Documents by
Reference" in the Registration Statement of Form S-8.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 29, 1995
