As filed with the Securities and Exchange Commission on July 14, 1995
Registration No. 33-82084
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2 ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANGEION CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA
(State or jurisdiction of incorporation or organization)
41-1579150
(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)
DAVID L. CHRISTOFFERSON
3650 ANNAPOLIS LANE, SUITE 170
PLYMOUTH, MINNESOTA 55447-5434
(612) 550-9388
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPY TO:
THOMAS C. THOMAS, ESQ.
OPPENHEIMER WOLFF & DONNELLY
3400 PLAZA VII
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 344-9300
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on the Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION JULY 14, 1995
2,450,000 SHARES OF COMMON STOCK
This Prospectus covers 2,450,000 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of Angeion Corporation, a Minnesota
corporation (the "Company"), which are issuable upon the exercise of certain
outstanding common stock purchase warrants (the "Warrants"). Each Warrant
entitles the holder to purchase one-half of a share of Common Stock at a price
of $4.75 per whole share (subject to adjustment for certain events). Unless
previously exercised, the Warrants will expire at 3:30 p.m., Eastern time, on
March 12, 1996. No fractional shares will be issued. The Warrants were issued by
the Company in September 1994 in connection with a public offering by the
Company of 4,900,000 shares of Common Stock and the Warrants.
The Common Stock of the Company is traded over-the-counter on the Nasdaq
SmallCap Market System under the symbol "ANGN" and is also listed on the Boston
Stock Exchange under the symbol "ANI." The Warrants are traded over-the-counter
on the Nasdaq SmallCap Market System under the symbol "ANGNW" and are listed on
the Boston Stock Exchange under the symbol "ANIW."
SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS FOR CERTAIN
INFORMATION INVESTORS SHOULD CONSIDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July __, 1995.
THE COMPANY
Angeion Corporation is engaged in designing, developing and manufacturing
two types of products to treat and potentially cure irregular heartbeats
(arrhythmias). The Company's Implantable Technology Division is developing the
Sentinel(tm) series of implantable cardioverter defibrillators ("ICDs"), which
are designed to treat rapid heartbeats in the ventricular (or lower) chambers of
the heart, a condition known as ventricular tachycardia ("VT"), and a severe
form of VT known as ventricular fibrillation ("VF") which if not terminated will
lead to a sudden cardiac death ("SCD") episode. The Company believes, based upon
industry analyses and attendance by management at industry meetings, that its
first product, the Sentinel 2000, is the smallest and one of the most
technologically advanced ICDs under development today. The Company's
Interventional Technology Division is developing a radio frequency ("RF")
catheter ablation system that it believes will provide a potential cure for
certain forms of atrial fibrillation (rapid heartbeats originating in the upper
chambers of the heart), and a laser catheter ablation system that it believes
will provide a potential cure for certain forms of VT. The Company is actively
pursuing a strategic alliance to accelerate the continued development and
commercialization of the products and technologies in the Company's
Interventional Technology Division.
Current treatments for VT consist primarily of medication, ICDs and open
heart surgery. The Company believes that the most effective treatment for
individuals at risk of experiencing a SCD episode, in light of currently
available technology, is an ICD. The ICD and lead market has grown from
approximately $160 million in 1990 to approximately $530 million in 1994,
representing a compounded annual growth rate of approximately 35%. The ICD
market is expected to continue to grow by at least 20% to 25% per year to reach
in excess of $1 billion per year by the end of the decade.
An ICD is implanted within the body to monitor the patient's heartbeat and,
in the event of VT or VF, to deliver an electrical shock to the heart sufficient
to terminate the arrhythmia. The most advanced ICDs currently in human clinical
trials or market approved are devices characterized by (i) tiered therapy
(electrical shocks of varying intensity depending on the type and severity of
the arrhythmia), (ii) programmability (allows the physician to customize therapy
to the patient's condition both before and, more importantly, after implant),
(iii) improved transvenous lead systems (allows implantation of the lead through
a vein so that open chest surgery is not required), (iv) electrogram storage
capability (storage of intracardiac EKGs), (v) a biphasic waveform (an
electrical shock of alternating polarity), and (vi) limited pectoral implant
capability.
The Company is developing the Sentinel series of ICDs, which offers certain
advantages over ICDs currently in human clinical trials or market approved,
including the following: (i) reduced size and weight specifications that will
allow for universal pectoral implant capability; (ii) Small Cap(tm) biphasic
waveform, a more efficient output waveform that delivers energy at a higher
average current and in a shorter time and thereby lowers defibrillation energy
thresholds; (iii) Hot Can(tm) electrode system that uses the Sentinel housing as
an efficient electrode that can be programmed on and off; (iv) a dual battery
system that increases the potential lifetime of the ICD from five years to up to
seven years; (v) Energy Steering(tm) delivery system that permits the device to
increase shock effectiveness by directing the current more uniformly throughout
the heart; and (vi) special algorithms for more effective discrimination between
VT, VF and supraventricular tachycardia ("SVT") (a feature greatly enhanced in
the Sentinel 2001). Electrogram storage capability will first be introduced in
the Company's Sentinel 2001. See "Business -- Products."
The Company has a strategic alliance with Pacesetter, Inc. ("Pacesetter"),
a subsidiary of St. Jude Medical, Inc. This arrangement, among other things,
provides Pacesetter with worldwide OEM marketing rights, on a co-exclusive basis
with the Company, to certain of the Company's products for a period that may not
be less than seven years. The Company retains the right to market and sell
defibrillator and laser catheter products worldwide under its own label and,
subject to certain specified limitations and qualifications, to manufacture the
products it sells to Pacesetter. See "Business -- Sales and Distribution" and "
- -- Manufacturing."
RISK FACTORS
In analyzing this offering, prospective investors should consider
carefully, among others, the following risk factors relating to the Company and
this offering:
CONTINUING OPERATING LOSSES; PROFITABILITY UNCERTAIN
The Company has incurred net operating losses from continuing operations in
each year since its inception in 1986. Such losses have resulted principally
from costs incurred in the research and development of the Company's products.
The Company has had no significant revenue since the sale of its medical
accessory products division in September 1992. The Company expects to incur
additional operating losses over the next several years as the Company continues
to fund research and development (including clinical trials) relating to its
ICDs and catheter ablation systems. The Company's ability to achieve
profitability is dependent in part on obtaining regulatory approvals for its
products and developing the capacity to manufacture and sell its products
successfully. There can be no assurance that the Company will obtain the
required regulatory approvals on a timely basis or at all, successfully develop,
commercialize, manufacture and market its products, or ever achieve
profitability.
NEED FOR ADDITIONAL FINANCING
The proceeds from this offering will be used for research and development
(including clinical trials), investment in capital equipment and leasehold
improvements, and general corporate purposes, including working capital. See
"Use of Proceeds." The timing of the Company's future capital requirements will
depend on a number of factors, including progress with preclinical and clinical
trials; time and costs involved in obtaining regulatory approvals; costs
involved in filing, prosecuting and enforcing patents or defending against
patent infringement claims; competing technological and market developments; and
costs of manufacturing and marketing scale-up. In any event, the Company will
require additional capital beyond the net proceeds received from the issuance of
the Common Stock covered by this Prospectus, to complete development and
commence commercial manufacturing and marketing of its products. There can be no
assurance, however, that such additional financing will be available on
acceptable terms, or at all. If additional funds are raised by issuing equity
securities, further dilution to then existing shareholders may result. If the
Company is unable to obtain additional funds as needed, the Company may be
required to significantly curtail one or more of its research and development
programs or cease operations entirely, in which case investors in this offering
could lose their entire investment.
LACK OF PMA APPROVAL; INITIAL U.S. REVENUES MAY BE LIMITED
The Company will not be able to commence marketing and commercial sales of
its products in the U.S. until it receives FDA approval, which will only be
granted following filing of a Pre-Market Approval ("PMA") application. An
investigational device exemption ("IDE") submission, a necessary first step
prior to filing a PMA, is expected to be filed for the Sentinel 2000 system in
the second half of calendar 1995. At such time as an IDE is approved in
connection with the Sentinel 2000 system, and until the Company receives PMA
approval, the Company will be subject to FDA-imposed limitations on the number
of patients who may receive Sentinel 2000 implants and the number and location
of clinical sites at which implants may be performed. The Company would be
unable to sell additional Sentinel 2000 systems in the U.S. should the number of
implants reach the limits authorized by the FDA and such limitation could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company obtained an IDE with respect to its laser
catheter ablation system that permits up to 15 clinical trials at two medical
centers. The Company intends to file an IDE with respect to its RF catheter
ablation system in the second half of calendar 1995 and to pursue this
technology more aggressively as funding becomes available. The timing of both
the IDE and PMA review processes is unpredictable and uncertain. There can be no
assurance as to when or whether the Company will receive IDE or PMA approvals.
Failure to obtain IDE or PMA approval or to obtain such approval on a timely
basis would have a material adverse effect on the Company's business, financial
condition and results of operations.
COMPETITION
Competition in the ICD market is intense. Although the Company's ICDs will
also compete with alternative treatments for VT, such as drug therapy, open
heart surgery and cardiac ablation, the Company believes that ICD manufacturers
constitute its primary competition. Although no assurance can be given that PMA
approval will ever be obtained for the Sentinel series products, or that
competitors will not introduce new products with similar features or that the
market will accept the Sentinel series, the Company believes the Sentinel series
will be able to compete effectively with other ICD devices currently in the
market due to its smaller size and certain other proprietary features that will
ease implantation, improve patient therapy and improve monitoring capability.
Most of the Company's competitors in the ICD market have greater financial,
manufacturing, marketing, distribution and technical resources and greater name
recognition than the Company. Although there can be no assurance that the
Company's strategic alliance with Pacesetter will be successful, the Company
believes that this strategic alliance will assist the Company in addressing the
greater resources and name recognition of its competitors.
A number of companies are believed to be developing ablation devices to
treat SVT, certain of which are larger companies with significant resources. To
date, however, few companies have focused on ablation devices to treat VT. There
can be no assurance, however, that competitors of the Company will not be able
to develop and introduce cardiac ablation systems that may be more effective in
treating VT. In addition, catheter ablation technologies also compete with drug
therapy. While historically drug therapy has had limited effectiveness and
caused adverse side effects, new drugs under development may offer improved
treatment outcomes.
UNCERTAINTY OF THIRD PARTY REIMBURSEMENT AND HEALTH CARE REFORM
The Company's ability to market its products successfully in the U.S. will
depend in part on the extent to which reimbursement for the cost of such
products and related treatment will be available from government health
administration authorities (such as the Health Care Financing Administration
("HCFA"), which determines Medicare reimbursement levels), private health
insurers, health maintenance organizations and other third-party payors. Payors
are increasingly challenging the need for and prices of medical products and
services. Payors may deny reimbursement for procedures that they deem
experimental or for devices that are used other than for FDA-approved
indications. Currently, HCFA is not allowing Medicare reimbursement for products
and related procedures that have not received FDA approval, and certain private
third-party payors have also begun denying such reimbursement. With respect to
the laser catheter ablation system, even if the Company obtains a PMA, some
payors may deny coverage until the procedure becomes generally accepted by the
medical profession. The inability of hospitals and other providers to obtain
reimbursement from third-party payors for the Company's products and related
procedures would have a material adverse effect on the Company's business,
financial condition and results of operations.
The Company expects that there will be continued pressure on
cost-containment throughout the U.S. health care system. Reforms may include
mandated basic health care benefits, controls on health care spending through
limitations on the growth of private health insurance premiums and Medicare and
Medicaid spending, the creation of large insurance purchasing groups and
fundamental changes to the health care delivery system. The Company anticipates
that Congress and state legislatures will continue to review and assess
alternative health care delivery systems and payment methodologies and public
debate of these issues will likely continue in the future. Due to uncertainties
regarding the ultimate features of reform initiatives and their enactment and
implementation, the Company cannot predict which, if any, of such reform
proposals will be adopted, when they may be adopted or what impact they may have
on the Company.
INTELLECTUAL PROPERTY PROTECTION
As of June 30, 1995, the Company had 43 U.S. issued patents and 16 U.S.
patents which have been allowed but have not yet issued, relating to its
research and development products. As of this date, the Company also had 34 U.S.
patent applications pending, 17 foreign patent applications pending and 13 U.S.
patent applications in preparation with respect to its research and development
products. The Company also owns certain registered trademarks and has applied
for several other trademarks in the U.S. and certain foreign countries. There
can be no assurance that patents and trademarks will be granted in the future,
or that any patents and trademarks that the Company now holds or may be granted
or under which it has been granted licenses will be valid or otherwise be of
value to the Company. Even if the Company's patents and trademarks are valid,
others may be able to introduce non-infringing products that are competitive
with those of the Company.
The Company is conducting an ongoing evaluation of potential infringement
of any proprietary rights of third parties by the products the Company intends
to market. Regardless of the Company's efforts to evaluate the potential
infringement of any proprietary rights of third parties, there can be no
assurance that such infringements do not exist or may not arise in the future.
There has been substantial litigation regarding patent and other intellectual
property rights in the medical device industry, particularly in the ICD market.
Litigation, which could result in substantial cost to and diversion of effort by
the Company, may be necessary to enforce patents issued to or licensed by the
Company, to protect trade secrets or know-how owned by the Company or to defend
the Company against claimed infringement of the rights of others and to
determine the scope and validity of the proprietary rights of others. Adverse
determinations in litigation could subject the Company to significant
liabilities to third parties or could require the Company to seek licenses from
third parties. Although patent and intellectual property disputes in the medical
device area have often been settled through licensing or similar arrangements,
costs associated with such arrangements may be substantial and there can be no
assurance that necessary licenses would be available to the Company on
satisfactory terms or at all. Accordingly, an adverse determination in a
judicial or administrative proceeding or failure to obtain necessary licenses
could prevent the Company from manufacturing and selling its products, which
would have a material adverse effect on the Company's business, financial
condition and results of operations. The Company is not currently a party to any
patent or other litigation. In the event that litigation or licensing of the
Company's patents were to occur, the license agreement currently in existence
between the Company and Pacesetter may affect the ability of the Company to
settle any intellectual property disputes related to the Company's products on
reasonable terms or at all, which could have a material adverse effect on the
Company's business.
The Company also relies on trade secrets and proprietary know-how, which it
seeks to protect, in part, through confidentiality agreements with employees,
consultants and other parties. There can be no assurance, however, that these
agreements will not be breached, that the Company would have adequate remedies
for any breach, or that the Company's trade secrets will not otherwise become
known to or independently developed by competitors.
REQUIREMENTS OF PACESETTER RELATIONSHIP
The Company and Pacesetter are parties to a Preferred Stock, Preferred
Stock Option and Subordinated Debenture Purchase Agreement (the "Purchase
Agreement"), an OEM Marketing and Manufacturing Agreement (the "OEM Agreement")
and a License Agreement (the "License Agreement"). Pursuant to the OEM
Agreement, if the Company fails to fulfill all product quantity, quality and
specification requirements, Pacesetter may elect to manufacture these products
and pay the Company a royalty that is less than the transfer price payment the
Company would have received had it manufactured the products and sold them to
Pacesetter. No assurance can be given that the Company will be able to fulfill
these requirements, and the failure to do so could have a material adverse
effect on the Company's operations. See "Business -- Manufacturing." In
addition, the License Agreement, on its face, contains certain conditional
rights and obligations for both Pacesetter and the Company with respect to
sublicensing of the Company's defibrillator patents and patent applications in
existence at the time of the License Agreement. In the event that litigation or
licensing of the Company's patents were to occur, the License Agreement may
affect the ability of the Company to settle any intellectual property disputes
related to the Company's products on reasonable terms or at all, which could
have a material adverse effect on the Company's business.
The Purchase Agreement provides that, until one year after PMA approval of
the Company's first ICD (other than the Sentinel 2000), Pacesetter will have a
right of first refusal any time the Company receives an offer for the purchase,
license, lease or transfer of all or a substantial portion of the Company's
assets or business or for the purchase of a majority interest in the capital
stock of the Company. In connection with this right of first refusal, Pacesetter
will have 21 days after notice to determine whether it will exercise its right
by proceeding with the transaction on the same terms and conditions as are set
forth in the offer. This right of first refusal could have the effect of
delaying, deferring or preventing a change in control of the Company, which
could operate to deny shareholders the receipt of a premium on their Common
Stock and could have a depressive effect on the market price for the Common
Stock.
GOVERNMENT REGULATION
The medical products the Company intends to market are subject to
regulation in the U.S. by the FDA. The process of complying with such
regulations with respect to new products can be costly and time-consuming. The
Company's ICD products and its catheter ablation systems are subject to a
lengthy and expensive pre-market approval process with the FDA. The Company
expects to file for an IDE in the U.S. in the second half of calendar 1995 with
respect to its Sentinel 2000. Upon approval of the IDE, the Company will
initiate clinical trials of the Sentinel 2000 system in the U.S. During the
second half of calendar 1995, the Company is also planning to file for an IDE on
its RF catheter ablation system. The Company has received an IDE with respect to
its laser catheter ablation system permitting it to perform up to 15 procedures
at two medical centers. The data collected in clinical trials (both in and
outside the U.S.) of the Company's Sentinel 2000 and its catheter ablation
systems will be used to prepare the PMA applications for such products. If such
PMA applications are accepted for filing by the FDA, they will be reviewed
further by the FDA and subsequently by the FDA Circulatory System Devices Panel.
After considering the panel's recommendation, the FDA will determine whether to
approve such PMA applications. Approval of the Company's applications for PMAs
for the Sentinel series and its catheter ablation systems will depend on a wide
variety of factors, many of which are outside the Company's control. Approval
will also require an inspection by the FDA to determine whether the Company's
operations conform with the FDA's current Good Manufacturing Practices. There
can be no assurance that the Company will be successful in obtaining an IDE for
its Sentinel series or its RF catheter ablation system, or that the Company will
be successful in obtaining a PMA for its products, in a timely manner, or at
all. Delays in obtaining marketing approvals and clearances in the U.S. could
have significant adverse consequences on the Company and its operations. The
Company is also subject to certain FDA regulations governing manufacturing
practices, packaging and labelling. Further, the FDA regulates the export of
medical devices that have not been approved or cleared for marketing in the
United States. Prior to commencement of sales outside the U.S., the Company will
be required either to obtain export approval from the FDA or to establish a
manufacturing capacity abroad.
The Company's products are also subject to regulation by agencies
comparable to the FDA in foreign countries. The Company has initiated limited
human clinical trials of the Sentinel 2000 in Germany. Initial regulatory
documents and requests to conduct human clinical trials in Italy were filed in
the second half of calendar 1994 and in the United Kingdom in the first half of
calendar 1995. The Company is currently scheduled to complete these
international documents and file for expanded clinical trials in Germany during
the second half of calendar 1995. Under the Active Implantable Medical Device
Directive, which was fully implemented in the EC in January 1995, regulatory
documents and test information must be submitted to the governmental agency of
each country in which the Company intends to conduct human clinical trials, and
the Company is in the process of complying with these regulatory requirements.
Upon completion of the clinical trial requirements, the Company will file for a
CE mark in one of the countries in which clinical trials have been conducted,
approval of which will allow the Company to commence commercial marketing of its
products throughout the EC. There can be no assurance, however, that the Company
will be allowed to conduct the necessary human clinical studies of the Sentinel
2000 in Europe or that the Company will obtain CE mark approval, on a timely
basis or at all. The Company has contracted with a manufacturer in Scotland to
perform final assembly of its products for use in clinical trials in Europe, and
this facility has received ISO 9002 certification.
MARKET ACCEPTANCE
Market acceptance of the Company's products will depend, in part, on the
therapeutic capabilities and operating features of its products as compared to
competing products and will also depend on the Company's ability to convince the
medical community of the clinical efficacy of its products. Failure of the
Company's products to gain market acceptance would have a material adverse
effect on the Company's business, financial condition and results of operations.
POSSIBLE OBSOLESCENCE DUE TO TECHNOLOGICAL CHANGE
The medical device industry is subject to rapid technological innovation
and, consequently, the life cycle of a particular product tends to be relatively
short. The Company is engaged in a field characterized by extensive research and
development efforts. There can be no assurance that alternative treatments or
other discoveries and developments with respect to ICDs or catheter ablation
systems will not render the Company's products obsolete. The greater financial
and other resources of many of the Company's competitors may permit such
competitors to respond more rapidly than the Company to technological advances.
LIMITED MANUFACTURING OR MARKETING EXPERIENCE
Although management of the Company has limited manufacturing and marketing
experience with respect to the Sentinel series and the catheter ablation
systems, key members of management do have experience in manufacturing and
marketing ICDs and other medical products. While there can be no assurance that
the Company will be able to develop an effective manufacturing and marketing
function, the Company believes that the OEM Agreement entered into with
Pacesetter will support and enhance these efforts. Failure to develop an
effective manufacturing function could also result in the failure of the Company
to meet Pacesetter's product requirements, resulting in a royalty from
Pacesetter that is lower than the transfer price payment the Company would have
otherwise received.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends largely on its senior management and other
key personnel. Accordingly, the loss of the services of key individuals could
have a material adverse effect on the Company's operations and on its current
and future product development efforts.
APPLICABILITY OF "PENNY STOCK RULES"
If, during the time in which the Common Stock is quoted on Nasdaq SmallCap
Market, the Common Stock is priced below $5.00 per share, trading of the Common
Stock will be subject to federal regulations governing "penny stocks" (the
"Penny Stock Rules"). Common Stock will be deemed a penny stock for the limited
purpose of enabling the Commission to prohibit previously sanctioned persons
from participating in penny stock activities. This provision requires brokers to
take reasonable steps to avoid distributing the Common Stock to such previously
sanctioned persons. If the Penny Stock Rules are not followed by the broker, the
investor has no obligation to purchase the security. Accordingly, application of
the Penny Stock Rules may make it more difficult for brokers to sell the Common
Stock, and purchasers of the Common Stock offered hereby may have difficulty in
selling their shares in the future in the secondary trading market.
DILUTION
Purchasers of the shares of Common Stock offered hereby will experience an
immediate dilution in net tangible book value.
CONTROL BY DIRECTORS AND OFFICERS
If all of the shares offered hereby are sold, the directors and officers of
the Company will own or control approximately 9.1% of the Company's outstanding
Common Stock. If outstanding options and warrants are exercised in full, and
assuming no other change in ownership of the Common Stock, the total number of
shares of Common Stock owned or controlled by directors and officers of the
Company after this offering will represent approximately 11.8% of the
outstanding Common Stock. As a result, directors and officers, if they act
together, would have the ability to exercise substantial control over the
Company's affairs.
LACK OF PROSPECTIVE DIVIDENDS
The Company has not paid dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future. The Company intends
to retain any earnings to finance the development of its business. There can be
no assurance that the Company will ever pay cash dividends.
SUFFICIENCY OF PRODUCT LIABILITY INSURANCE
The Company currently carries product liability insurance covering its
products with policy limits of $5.0 million per occurrence and $5.0 million in
the aggregate. It cannot be predicted, however, whether such insurance is
sufficient, or if not, whether the Company will be able to obtain such insurance
as is sufficient, to cover the risks associated with the Company's business or
whether such insurance will be available at premiums that are economically
feasible. Lack of sufficient insurance could expose the Company to suits for
substantial damages.
USE OF PROCEEDS
Any net proceeds obtained from the issuance of the Common Stock covered by
this Prospectus will be added to the general funds of the Company and used for
research and development (including clinical trials, investment in capital
equipment and leasehold improvements, and general corporate purposes, including
working capital.
DILUTION
The net tangible book value of the Common Stock of the Company as of April
30, 1995 (based on the unaudited financial statements incorporated by
reference), was $889,747 or $0.05 per share. "Net tangible book value" per share
of Common Stock represents the total tangible assets of the Company reduced by
the total liabilities and convertible preferred stock of the Company and divided
by the number of shares of Common Stock outstanding. Assuming that all Warrants
are exercised, the adjusted net tangible book value of the Common Stock of the
Company as of April 30, 1995 would have been $12,502,247 or $.64 per share. The
increase in net tangible book value of $.59 per share would be due solely to the
purchase of the Shares covered by this Prospectus. Purchasers of the shares
covered by this Prospectus will immediately incur a dilution of $4.11 per share
from the $4.75 exercise price of the Warrants. "Dilution" is determined by
subtracting net tangible book value per share after the offering from the
offering price.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 35,000,000 shares
of Common Stock, par value $.01 per share, 1,475,000 shares of Preferred Stock,
Series A, par value $.01 per share (the "Series A Preferred"), and 1,525,000
shares of Preferred Stock, par value $.01 per share, the designation, rights and
preferences of which have not been determined (the "Undesignated Preferred").
COMMON STOCK
As of June 28, 1995, there were 17,302,526 shares of Common Stock issued
and outstanding and options and warrants outstanding to purchase a total of
6,428,587 shares of Common Stock. All outstanding shares of Common Stock are
fully paid and nonassessable.
The holders of the Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Subject to
the preferential rights of the holders of the Undesignated Stock with respect to
dividends, holders of the Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. Holders of the Common Stock have no preemptive rights and no
right to convert their Common Stock into any other securities.
Promptly upon completion of this offering, the Company intends to file an
application with the National Association of Securities Dealers for the
quotation of the Company's Common Stock on the Nasdaq National Market System
(the "NMS"). If the Company's Common Stock is not accepted for quotation on the
NMS, it will continue to be quoted on the Nasdaq SmallCap Market System.
SERIES A PREFERRED
As of June 28, 1995, there were 875,000 shares of Series A Preferred issued
and outstanding. Series A Preferred, at the option of the holder, may be
converted into Common Stock at the rate of one share of Common Stock for each
share of Series A Preferred, subject to certain antidilution adjustments. The
holders of the Series A Preferred are entitled to vote on any matter submitted
to a vote of the holders of the Common Stock of the Company as if the Series A
Preferred had been converted into Common Stock. All shares of Series A Preferred
are entitled to a liquidation preference in cash equal to $4.00 per share before
the payment, distribution or setting apart for payment or distribution of any
amount for the holders of the Common Stock. In addition, as long as shares of
Series A Preferred are outstanding, dividends may not be declared on the Common
Stock of the Company, and, in the event that dividends are declared on the
Common Stock of the Company, holders of the Series A Preferred shall be entitled
to receive a comparable dividend on the basis of the number of shares of Common
Stock into which such holder's shares of Series A Preferred are then
convertible.
UNDESIGNATED PREFERRED
Under Minnesota law, no action by the Company's shareholders is necessary,
and only action by the Board of Directors is required, to authorize the issuance
of any of the undesignated shares of Undesignated Preferred. Subject to certain
limitations, the Board of Directors is empowered to establish, and to designate
the name of each class or series of the shares of Undesignated Preferred and to
set the terms of such shares (including terms with respect to redemption,
sinking fund, dividend, liquidation, preemptive, conversion and voting rights
and preferences). The Board of Directors can issue shares of such class or
series to, among other individuals, the holders of another class or series of
Undesignated Preferred or to the holders of the Common Stock. Accordingly, the
Board of Directors without shareholder approval can issue Undesignated Preferred
with voting or conversion rights which could adversely affect the voting power
of the holders of the Common Stock. The Undesignated Preferred may have the
effect of discouraging an attempt, through acquisition of a substantial number
of shares of the Common Stock, to acquire control of the Company with a view to
effecting a merger, sale or exchange of assets or a similar transaction.
WARRANTS
The Warrants were issued pursuant to a Warrant Agreement, dated September
12, 1994 (the "Warrant Agreement"), between the Company and Norwest Bank
Minnesota, N.A., as warrant agent (the "Warrant Agent") and are evidenced by
warrant certificates in registered form. The following discussion of the
material terms and provisions of the Warrants is qualified in its entirety by
reference to the detailed provisions of the Warrant Agreement, a copy of which
may be obtained from the Company.
Each Warrant entitles the holder to purchase, at any time during the period
from September 12, 1994 until 3:30 p.m. Eastern time on March 12, 1996, one-half
of a share of Common Stock at an exercise price per whole share of $4.75. The
exercise price of the Warrants and the number of shares of Common Stock
underlying such Warrants are subject to adjustment for stock splits, stock
dividends and similar events as described below. The Warrants may be exercised
in whole or in part. Unless exercised, the Warrants will automatically expire at
3:30 p.m., Eastern time on March 12, 1996.
In the event of any reclassification, capital reorganization or other
similar change of outstanding Common Stock, any consolidation or merger
involving the Company (other than a consolidation or merger which does not
result in any reclassification, capital reorganization or other similar change
in the outstanding common Stock), or a sale, lease or conveyance to another
corporation of the property of the Company as, or substantially as, an entirety,
each Warrant will thereupon become exercisable only for the kind and number of
shares of stock or other securities, assets or cash to which a holder of the
number of shares of Common Stock issuable (at the time of such reclassification,
reorganization, consolidation, merger or sale) upon exercise of such Warrant
would have been entitled upon such reclassification, reorganization,
consolidation, merger or sale. In the case of a cash merger of the Company into
another corporation or any other cash transaction of the type mentioned above,
the effect of these provisions would be that the holder of a Warrant would
thereafter be limited to exercising such Warrant at the exercise price in effect
at such time for the amount of cash per share that a Warrant holder would have
received had such holder exercised such Warrant and received Common Stock
immediately prior to the effective date of such cash merger or transaction.
Depending upon the terms of such cash merger or transaction, the aggregate
amount of cash so received could be more or less than the exercise price of the
Warrant.
Each holder of a Warrant may exercise such Warrant by surrendering the
certificate evidencing such Warrant, with the subscription form on the reverse
side of such certificate properly completed and executed, together with payment
of the exercise price, to the Warrant Agent at its office maintained for that
purpose. Such office will initially be the principal corporate office of the
Warrant Agent in Minneapolis, Minnesota. The exercise price will be payable by
certified check, cash, or money order payable in United States dollars to the
order of the Company. If less than all of the Warrants evidenced by a Warrant
certificate are exercised, a new certificate will be issued for the remaining
number of Warrants. Certificates evidencing the Warrants may be exchanged for
new certificates of different denominations by presenting the Warrant
certificates at the office of the Warrant Agent.
No fractional shares of Common Stock will be issued upon the exercise of
the Warrants. In lieu of fractional shares of Common Stock, there will be paid
to the holder of the Warrants at the time of such exercise an amount in cash
equal to the same fraction of the current market value (as determined in the
Warrant Agreement) as of the business day next preceding the exercise date of a
share of Common Stock.
The Warrant Agreement contains provisions permitting the Company and the
Warrant Agent, without the consent of any Warrant holder, to supplement the
Warrant Agreement in order to cure any ambiguity, to correct any provision
contained therein which may be defective or inconsistent with any other
provisions therein, or to make any other provisions which the Company and the
Warrant Agent may deem necessary or desirable and which do not adversely affect
the interests of the Warrant holders.
The holders of the Warrants will not have any of the rights or privileges
of stockholders of the Company, including voting rights and rights to receive
dividends, prior to exercise of the Warrants. The Company will reserve out of
its authorized but unissued shares a sufficient number of shares of Common Stock
for issuance on exercise of the Warrants. The Common Stock issuable on exercise
of the Warrants will be, when issued, duly authorized, validly issued, fully
paid and nonassessable.
For a holder to exercise the Warrants, there must be a current registration
statement in effect with the Commission and qualification with or approval from
various state securities agencies with respect to the shares or other securities
underlying the Warrants, or an opinion of counsel for the Company that there is
an exemption from registration or qualification. As long as the Warrants remain
outstanding and exercisable, the Company is required to maintain an effective
registration statement with respect to the shares issuable on exercise of the
Warrants. There can be no assurance, however, that such registration statement
can be kept current. If a registration statement covering such shares of Common
Stock is not kept current for any reason, or if the shares underlying the
Warrants are not registered in the state in which a holder resides, the Warrants
will not be exercisable and the value thereof will be impaired.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Oppenheimer Wolff &
Donnelly, Minneapolis, Minnesota.
EXPERTS
The financial statements and financial statement schedules of Angeion
Corporation as of July 31, 1994 and 1993, and for each of the years in the
three-year period ended July 31, 1994, incorporated herein and in the
registration statement by reference, have been so incorporated herein by
reference in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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, 1994. The financial statements audited by KPMG Peat
Marwick LLP have been incorporated herein by reference in reliance on their
reports given on their authority as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on the financial statements
of the Company issued at future dates, and consent to the use of their reports
thereon, such financial statements will also be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Office of the Commission: New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional
Office, Northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the Boston Stock Exchange, Inc., One Boston Place, Boston,
Massachusetts 02108.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part and which the Company
has filed with the Commission. For further information with respect to the
Company, and the shares offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which can
be inspected at, or obtained at prescribed rates from, the Public Reference
Section of the Commission at the address set forth below.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File No.
0-17019) are incorporated into this Prospectus by reference:
(a) Annual Report on Form 10-K for the year ended July 31, 1994; and
(b) Quarterly Reports on Form 10-Q for the quarters ended October 31, 1994
and January 31 and April 30, 1995.
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 Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents referred to above which are incorporated by
reference in this Prospectus, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents). Written
requests for such copies should be directed to Angeion Corporation, 3650
Annapolis Lane, Suite 170, Minneapolis, Minnesota 55447-5434, Attention: David
L. Christofferson, Chief Financial Officer; telephone number (612) 550-9388.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth estimated expenses in connection with the
issuance and distribution of the Common Stock being offered hereby. All of such
expenses are estimates.
Printing expenses $ 5,000
Fees and expenses of counsel for the Company 10,000
Fees and expenses of accountants for the
Company 5,000
Miscellaneous 5,000
Total $25,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent 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 Bylaws provides that each director, officer,
employee or agent, past of present, of the Company, and each person who serves
or may have served at the request of the Company as a director, officer,
employee or agent of another corporation or employee benefit plan, and their
respective heirs, administrators and executors, shall be indemnified by the
Company in accordance with, and to the fullest extent permissible by, applicable
state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
3.1 Articles of Merger, including Amended and Restated Articles of Incorporation (incorporated by reference
to Exhibit 3A contained in the Registration Statement on Form 8-A (File No. 0-17019)).
3.2 Amended Bylaws (incorporated by reference to Exhibit 3B contained in the Registration Statement
on Form S-4 (File No. 33-20761)).
4.1 Amended Form of Common Stock Certificate (incorporated by reference to Exhibit 4A to the Registration
Statement on Form 8-A (File No. 0-17019)).
4.2 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).
4.3 Specimen Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-2 (File No. 33-82084)).
4.4 Form of Warrant Agreement (incorporated by reference to Exhibit 4.4 to the Registration Statement
on Form S-2 (File No. 33-82084)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (incorporated by reference to Exhibit 5.1 to
the Registration Statement on Form S-2 (File No. 33-82084)).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly (filed herewith).
24.1 Power of Attorney (incorporated by reference to Exhibit 25.1 to the Registration Statement on Form
S-2 (File No. 33-82084)).
</TABLE>
ITEM 17. UNDERTAKINGS
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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
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.
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 provisions briefly described in Item 15, or
otherwise, 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 and 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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on July 14, 1995.
ANGEION CORPORATION
By: /S/ WHITNEY A. MCFARLIN
Whitney A. McFarlin
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed on
July 14, 1995 by the following persons in the capacities indicated.
SIGNATURE TITLE
/s/WHITNEY A. MCFARLIN Chief Executive Officer (Principal Executive
Whitney A. McFarlin Officer), President and Chairman of the Board
/s/DAVID L. CHRISTOFFERSON Vice President, Chief Financial Officer
David L. Christofferson (Principal Financial Officer and Principal
Accounting Officer) and Secretary
* Director
Arnold A. Angeloni
* Director
Dennis E. Evans
* Director
Sally E. Howard
* Director
Lyle D. Joyce, M.D., Ph.D.
* Director
Joseph C. Kiser, M.D.
* Director
Glen Taylor
* /s/ WHITNEY A. MCFARLIN
By: Whitney A. McFarlin
Pro se and attorney-in-fact
ANGEION CORPORATION
EXHIBIT INDEX TO POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-2 ON FORM S-3
<TABLE>
<CAPTION>
ITEM NO. ITEM METHOD OF FILING
<S> <C> <C>
3.1 Articles of Merger, including Amended and Incorporated by reference to Exhibit 3A
Restated Articles of Incorporation contained in Form 8-A (File No. 0-17019).
3.2 Amended Bylaws Incorporated by reference to Exhibit 3B
contained in the registration statement on Form
S-4 (File No. 33-20761).
4.1 Amended Form of Common Stock Certificate Incorporated by reference to Exhibit 4A
contained in the registration statement on Form
8-A (File No. 0-17019).
4.2 Certificate of Designation of Preferred Incorporated by reference to Exhibit 4.1
Stock, Series A contained in the current report on Form 8-K
filed February 9, 1993.
4.3 Specimen Form of Warrant Certificate Incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-2 (File No.
33-82084).
4.4 Form of Warrant Agreement Incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form S-2 (File No.
33-82084).
5.1 Opinion and Consent of Oppenheimer Wolff & Incorporated by reference to Exhibit 5.1
Donnelly to the Registration Statement on Form S-2 (File
No. 33-82084).
23.1 Consent of KPMG Peat Marwick LLP Filed herewith, page .
23.2 Consent of Oppenheimer Wolff & Donnelly Filed herewith, page .
24.1 Power of Attorney Incorporated by reference to Exhibit 25.1 to the
Registration Statement on Form S-2 (File No.
33-82084).
</TABLE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Angeion Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 14, 1995
EXHIBIT 23.2
CONSENT
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 filed on Form S-3 to the Registration Statement on Form S-2 of
Angeion Corporation of our opinion dated July 28, 1994, which is Exhibit 5.1
thereto and to the use of our firm name under the caption "Legal Matters" in the
prospectus forming a part of such Registration Statement, as amended.
OPPENHEIMER WOLFF & DONNELLY
Minneapolis, Minnesota
July 14, 1995
