As filed with the Securities and Exchange Commission on April 30, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1579150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
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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)
---------------
Copies 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 this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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. [__]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value ................... 2,394,849 Shares $10.25 $24,547,202.25 $8,464.56
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the registrant's
Common Stock in the national over-the-market on April 26, 1996, as reported
by the Nasdaq National Market.
-----------------------
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 SECTION 8(A), MAY
DETERMINE.
PROSPECTUS
ANGEION CORPORATION
2,394,849 SHARES OF COMMON STOCK
This Prospectus relates to 2,394,849 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock), of Angeion Corporation (the
"Company") that may be offered for sale for the account of certain shareholders
of the Company as stated herein under the heading "Selling Shareholders." The
Shares being offered by the Selling Shareholders hereunder include (i) 834,999
shares of Common Stock issuable upon the exercise of warrants originally issued
in connection with the Company's 1994 bridge financing (the "Bridge Warrants");
(ii) 359,850 shares of Common Stock issued upon the exercise of warrants
originally issued to the placement agent for the Company's public offering
completed on September 19, 1994 (the "Placement Agent Warrants"); (iii) 75,000
shares of Common Stock issuable upon the exercise of a warrant issued in July
1992 to Glen Taylor (the "Taylor Warrant") (collectively with the Placement
Agent Warrants and the Bridge Warrants, the "Warrants"); (iv) 875,000 shares of
Common Stock held by St. Jude Medical ("St. Jude") issuable upon conversion of
the Company's Series A Preferred Stock (the "Preferred Stock"); and (v) 250,000
shares of Common Stock held by St. Jude issuable upon conversion of the
Company's Convertible Subordinated Debenture (the "Debenture"). No period of
time has been fixed within which the Shares covered by this Prospectus may be
offered or sold.
The Selling Shareholders have advised the Company that sales of the Shares
offered hereunder by them, or by their pledgees, donees, transferees or other
successors in interest, may be made from time to time in the over-the-counter
market, through negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. The Shares may be sold
by one or more of the following methods: (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. Sales may
be made pursuant to this Prospectus to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders or the purchasers of Shares for whom such broker-dealer may
act as agent or to whom they may sell as principal, or both (which compensation
as to a particular broker-dealer may be in excess of customary commissions). One
or more supplemental prospectuses will be filed pursuant to Rule 424 under the
Securities Act of 1933, as amended (the "Securities Act") to describe any
material arrangements for the sales of the Shares offered hereunder when such
arrangements are entered into by any of the Selling Shareholders and any other
broker-dealers that participate in the sale of the Shares. In addition, any
Shares that qualify for sale pursuant to Rule 144 under the Securities Act may
be sold, under Rule 144 rather than pursuant to this Prospectus.
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
The Selling Shareholders and any broker-dealers or other persons acting on
their behalf in connection with the sale of Shares hereunder may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit realized by them on the resale of Shares as
principals may be deemed to be underwriting commissions under the Securities
Act. As of the date hereof, there are no special selling arrangements between
any broker-dealer or other person and any Selling Shareholder.
The Company will not receive any part of the proceeds of any sales of
Shares pursuant to this Prospectus. Pursuant to the terms of the Warrants, the
Preferred Stock and the Debenture,
1
the Company will pay all the expenses of registering the Shares, except for
selling expenses (including any fees and commissions payable to broker-dealers
or other persons) incurred by the Selling Shareholders, which will be borne by
the Selling Shareholders. In addition, the Warrants, the Preferred Stock and the
Debenture provide for certain other usual and customary terms, including
indemnification by the Company of the Selling Shareholders against certain
liabilities arising under the Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "ANGN." On April 26, 1996, the closing sale price of the Common Stock
on the Nasdaq National Market was $10.375 per share.
-----------------------
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.
-----------------------
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state.
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1996.
2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 filed by the Company pursuant to the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act. This Prospectus does not contain all of the
information, exhibits and undertakings set forth in the Registration Statement,
certain portions of which are omitted as permitted by the Rules and Regulations
of the Commission. Copies of the Registration Statement and the exhibits are on
file with the Commission and may be obtained, upon payment of the fee prescribed
by the Commission, or may be examined, without charge, at the offices of the
Commission set forth above. For further information, reference is made to the
Registration Statement and its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS 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, 1995; (b) Quarterly Reports on Form
10-Q for the quarters ended October 31, 1995 and January 31, 1996; (c) Current
Report on Form 8-K, dated October 31, 1995; (d) Current Report on Form 8-K,
dated April 8, 1996; (e) all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since July 31, 1995; (f) the
description of the Company's Common Stock contained in its Registration
Statement on Form 8-A and any amendments or reports filed for the purpose of
updating such description; and (g) the description of the Company's Series B
Junior Preferred Stock contained in its Registration Statement on Form 8-A and
any amendments or reports filed for the purpose of updating such description.
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 Shares 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
3
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.
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 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 has a strategic alliance with Pacesetter, Inc. ("Pacesetter"),
a subsidiary of St. Jude. 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.
The Company, a Minnesota corporation organized in 1986, has its principal
executive offices at 3650 Annapolis Lane, Suite 170, Plymouth, Minnesota
55447-5434. Its telephone number is (612) 550-9388.
RISK FACTORS
The following risk factors relating to the Company should be considered in
evaluating an investment in the Common Stock.
CONTINUING OPERATING LOSSES; PROFITABILITY UNCERTAIN
The Company has incurred net operating losses from continuing operations
due primarily to costs incurred in the research and development of the Company's
products, and 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.
4
NEED FOR ADDITIONAL FINANCING
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 likely
require additional capital 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 which would have a material
adverse impact on the Company.
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 PreMarket Approval (PMA") application. An
investigational device exemption ("IDE") submission, a necessary first step
prior to filing a PMA, was filed for the Sentinel 2000 system in September 1995.
The Company received IDE approval for the Sentinel 2000 system at the end of
October 1995. The IDE allows the Company to conduct clinical trials of the
Sentinel 2000 system in the U.S. and to perform up to 60 implants in up to 15
centers nationwide. 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 filed an
IDE with respect to its RF catheter ablation system and received IDE approval
with respect to this technology in February 1996. This IDE allows the Company to
perform up to 20 procedures at up to four centers nationwide. The Company
intends to pursue this technology more aggressively as funding becomes
available. The timing of both the IDE and PMA review processes is unpredictable
and uncertain, and the failure to obtain the necessary approvals 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, however, have greater
financial, manufacturing, marketing, distribution and technical resources and
greater name recognition than
5
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 does not allow Medicare reimbursement for certain
kinds of products and related procedures that have not received FDA approval,
and certain private third-party payors have also begun denying such
reimbursement. Although the Company's products are currently being reimbursed by
HCFA and third-party payors, there can be no assurance that HCFA and the
third-party payors will continue to reimburse such products. With respect to the
Company's ablation systems, 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
The Company has a number of U.S. and foreign patents and patent
applications. 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, however, that patents and trademarks will be granted
in the future, or that any patents and trademarks that the Company now
6
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 conducts 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, however, 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. 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. 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
7
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
received IDE approval for the Sentinel 2000 system at the end of October 1995.
The IDE allows the Company to conduct clinical trials of the Sentinel 2000
system in the U.S. and to perform up to 60 implants in up to 15 centers
nationwide. Clinical trials of the Sentinel 2000 system were commenced in the
U.S. in March 1996. The Company received IDE approval with respect to its RF
catheter ablation system in February 1996. This IDE allows the Company to
perform up to 20 procedures at up to four centers nationwide. The Company has
also 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 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 has received export approval under
FDA regulations that allows shipment of its products to the United Kingdom, and
has also contracted with a manufacturer in Scotland to manufacture its products
for use in Europe.
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
8
in Germany, Italy and the United Kingdom. Under the Active Implantable Medical
Device Directive, which was fully implemented in the EU 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. In September 1995, the Company filed for CE Mark approval with TUV, a
Notified Body that certifies the safety of medical device products and the
quality assurance systems put in place by the manufacturer of the medical
device. The Company will be conducting clinical trials with its Sentinel ICD
while it awaits review of its application by the Notified Body and the issuance
of the CE Mark. Upon completion of the clinical trial requirements, the Company
filed for a CE mark, approval of which will allow the Company to commence
commercial marketing of its products throughout the EU. 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 manufacture 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. In addition, on February 16, 1996,
the Company received ISO 9002/EN 46002 certification of its quality systems.
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.
9
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.
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.
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.
SELLING SHAREHOLDERS
Appendix A to this Prospectus sets forth certain information regarding the
Selling Shareholders. The Shares are being registered to permit the public
resale of the Shares, and the Selling Shareholders may offer the Shares for
resale from time to time. See the cover page of this Prospectus. Of the Shares
being offered by the Selling Shareholders, (i) an aggregate of 834,999 Shares
are issuable upon the exercise of the Bridge Warrants; (ii) an aggregate of
359,850 Shares were issued upon the exercise of the Placement Agent Warrants;
(iii) an aggregate of 75,000 Shares are issuable upon the exercise of the Taylor
Warrant; (iv) an aggregate of 875,000 Shares are issuable to St. Jude upon
conversion of the Company's Preferred Stock; and (v) an aggregate of 250,000
Shares are issuable to St. Jude upon conversion of the Debenture. The table in
Appendix A sets forth certain information, as of April 1, 1996, and as adjusted
to reflect the sale of the Shares offered hereby, with respect to the beneficial
ownership of the Common Stock by the Selling Shareholders. Upon the exercise of
the Bridge Warrants, the Taylor Warrant, the Preferred Stock and the Debenture
in accordance with their terms, unless otherwise noted, the Selling Shareholders
will possess sole voting and investment power with respect to the Shares shown
in Appendix A.
VALIDITY OF SHARES
Certain legal matters with respect to the validity of the Shares offered
hereby will be passed upon for the Company by Oppenheimer Wolff & Donnelly,
Minneapolis, Minnesota.
EXPERTS
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 report thereon,
which report is incorporated by
10
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
audits and reports on the financial statements of the Company issued at future
dates, and consents 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.
11
APPENDIX A
SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
SHARES OF COMMON OWNED AFTER
STOCK BENEFICIALLY COMPLETION OF
OWNED PRIOR TO THE NUMBER OF SHARES THE OFFERING (3)
SELLING SHAREHOLDER OFFERING (1)(2) BEING OFFERED NUMBER PERCENT (4)
- ------------------- ------------------ ------------- ------ -------
<S> <C> <C> <C> <C>
St. Jude Medical 1,125,000 (5) 1,125,000 0 0
Raymond James &
Associates, Inc. 359,850 (6) 359,850 0 0
Glen Taylor 473,091 (7) 200,000 273,091 1.1%
Lyle D. Joyce 279,435 (8) 20,833 258,602 1.1%
Joseph C. Kiser 377,836 (9) 20,833 357,836 1.5%
Hanrow Financial Group Ltd. 651,667 (10) 41,666 610,000 2.6%
Hanrow Business Finance, Inc. 41,667 (11) 41,667 0 0
Darrel A. Carlson 54,400 12,500 41,900 *
Lawrence R. Commers 28,456 5,000 23,456 *
Craig W. Funk 30,875 12,500 18,375 *
Frank Gessell 19,242 6,250 12,992 *
David Gonyea 17,811 8,750 9,061 *
Thomas Hay 38,000 6,250 31,750 *
Jerry Mulder 44,000 10,000 34,000 *
Dennis J. and Shirley A. Truempi 68,400 6,250 62,150 *
Equity IRA FBO James H. Johnson 39,500 6,250 33,250 *
Frederick O. Watson Trust 22,500 12,500 10,000 *
Barry A. McLaughlin 64,500 39,500 25,000 *
Wesley C. Hayne 9,875 9,875 0 0
Kevin S. Miller 9,875 9,875 0 0
Best & Flanagan PLLP 9,875 9,875 0 0
Robert E. Youngquist 62,500 25,000 37,500 *
Dr. Lee S. Chapman 97,700 (12) 25,000 72,700 *
Thomas F. Fiedler 38,008 12,500 25,508 *
Joseph A. Fiedler 100,000 25,000 75,000 *
Walter S. Chapman 8,750 8,750 0 0
Access Leasing Corporation 75,000 75,000 0 0
Gregory S. Goodman 37,500 37,500 0 0
Kenneth L. Rothman 37,800 18,750 19,050 *
Andrew K. Loft 12,500 12,500 0 0
Okabena Partnership K 50,000 50,000 0 0
Draft Co. 62,500 62,500 0 0
H. William Lurton 25,000 25,000 0 0
Allbrook & Co. 98,821 32,500 66,321 *
Dennis Brown 2,625 2,625 0 0
Sima Griffith 7,650 7,650 0 0
Jack Levi 7,650 7,650 0 0
P. Michael Trautner 850 850 0 0
Robert W. Fullerton 850 850 0 0
---------
2,394,849
</TABLE>
- --------------------------------------
* Less than one percent (1%).
A-1
(1) Based upon questionnaires received from each Selling Shareholder, or a
representative of the Selling Shareholder, in connection with the
preparation of the Registration Statement on Form S-3, of which this
Prospectus is a part, showing beneficial ownership as of April 1, 1996.
(2) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person or member of a group to acquire them within 60 days are treated
as outstanding only when determining the amount and percentage owned by
such person or group.
(3) This assumes that all Shares being offered and registered hereunder are
sold, although no Selling Shareholder is obligated to sell any Shares.
(4) Based upon 23,833,407 shares of Common Stock outstanding as of April 1,
1996.
(5) The Company has a strategic alliance with Pacesetter, a subsidiary of St.
Jude. See "The Company" and "Risk Factors - Requirements of Pacesetter
Relationship."
(6) Raymond James & Associates, Inc. ("Raymond James") has provided investment
banking services to the Company in the past and has an agreement with the
Company that expires in July 1998 to act as investment banker to the
Company in connection with certain matters. Raymond James also makes a
market in the Common Stock.
(7) Includes 5,000 shares which may be acquired within 60 days upon the
exercise of stock options. Mr. Taylor has served as a director of the
Company since 1992.
(8) Includes 91,000 shares held by the MTA Retirement Plan and Trust FBO Lyle
D. Joyce, 7,500 Bridge Warrants held by the MTA Retirement Plan and Trust
FBO Lyle D. Joyce, 128,602 shares held directly by Dr. Joyce, and 39,000
shares which may be acquired by Dr. Joyce within 60 days upon the exercise
of stock options. Dr. Joyce has served as a director of the Company since
1988.
(9) Includes 43,567 shares held by the MTA Retirement Plan and Trust FBO Joseph
C. Kiser, 253,436 shares held directly by Dr. Kiser, and 60,000 shares
which may be acquired by Dr. Kiser within 60 days upon the exercise of
stock options. Dr. Kiser has served as a director of the Company since
1988.
(10) Includes 610,000 shares of Common Stock beneficially owned by Hanrow
Financial Group Ltd. ("Hanrow Financial"). Hanrow Financial is the general
partner of Hanrow Capital Fund and Hanrow Capital Fund III, which own
30,000 and 580,000 shares of Common Stock, respectively. Dennis Evans, a
director of the Company since 1990, is the President and Chief Executive
Officer of Hanrow Financial. Excludes shares beneficially owned by Hanrow
Business Finance, Inc.
(11) Hanrow Business Finance, Inc. is affiliated with Hanrow Financial. Excludes
shares beneficially owned by Hanrow Financial.
(12) Includes 53,700 shares of Common Stock held by the Dr. Lee S. Chapman
Profit Sharing Plan and Trust, of which Dr. Chapman serves as trustee.
A-2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth the estimated expenses in connection with the
offer and sale of the shares of the Common Stock of the Registrant covered by
this Registration Statement. All of such expenses are estimates, except for the
SEC registration fee.
SEC registration fee................................... $ 8,465
Fees and expenses of counsel for the Company........... 10,000
Fees and expenses of accountants for the Company....... 5,000
Blue Sky fees and expenses............................. 2,500
Printing expenses...................................... 1,000
Miscellaneous.......................................... 2,035
-------
*Total....................................... $29,000
=======
* None of the expenses listed above will be borne by the Selling
Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Minnesota Business Corporation Act requires that the Company indemnify
any director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred 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 a derivative
action in the name of the Company. Reference is made to the detailed terms of
the Minnesota indemnification statute (Minn. Stat. ss. 302A.521) for a complete
statement of such indemnification rights. The Company's Restated Articles of
Incorporation also require the Company to provide indemnification to the fullest
extent of the Minnesota indemnification statute.
Article V of the Company's Bylaws provides that each director, officer,
employee or agent, past or 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
4.1 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)).
4.2 Amended Bylaws (incorporated by reference to Exhibit 3B contained in
the Registration Statement on Form S-4 (File No. 33-20761)).
4.3 Amended Form of Common Stock Certificate (incorporated by reference to
Exhibit 4A to the Registration Statement on Form 8-A (File No.
0-17019)).
II-1
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of this Registration
Statement).
ITEM 17. 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, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering price range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 the 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.
II-2
(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 provisions described under Item 15 above, 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 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.
II-3
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 April 29,
1996.
ANGEION CORPORATION
By /s/ Whitney A. McFarlin
Whitney A. McFarlin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Whitney A. McFarlin and David L. Christofferson, and
each of them, as his or her true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him or her and in his or her
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
attorney-in-fact and agent, 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 or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 29,
1996 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 and
David L. Christofferson Secretary (principal financial and accounting
officer)
/s/ Arnold A. Angeloni Director
Arnold A. Angeloni
/s/ Dennis E. Evans Director
Dennis E. Evans
/s/ Lyle D. Joyce, M.D., Ph.D. Director
Lyle D. Joyce, M.D., Ph.D.
II-4
/s/ Joseph C. Kiser, M.D. Director
Joseph C. Kiser, M.D.
/s/ Donald Maurer Director
Donald Maurer
/s/ Glen Taylor Director
Glen Taylor
II-5
ANGEION CORPORATION
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
<TABLE>
<CAPTION>
Item No. Item Method of Filing
<S> <C> <C>
4.1 Articles of Merger, including Amended Incorporated by reference to Exhibit 3A
and Restated Articles of Incorporation contained in Form 8-A (File No.
0-17019).
4.2 Amended Bylaws Incorporated by reference to Exhibit 3B
contained in the registration statement on
Form S-4 (File No. 33-20761).
4.3 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).
5.1 Opinion and Consent of Oppenheimer Filed herewith electronically.
Wolff & Donnelly
23.1 Consent of KPMG Peat Marwick LLP Filed herewith electronically.
23.2 Consent of Oppenheimer Wolff & Donnelly Included in Exhibit 5.1.
24.1 Power of Attorney Included on page II-4 of this Registration Statement.
</TABLE>
II-6
Angeion Corporation
3650 Annapolis Lane, Suite 170
Plymouth, Minnesota 55447-5434
Re: Angeion Corporation
Registration Statement on Form S-3
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 the offer and
sale of 2,394,849 shares of the Company's Common Stock, $.01 par value (the
"Shares"), pursuant to the Company's Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on April 30, 1996 (the "Registration
Statement"), on behalf of those certain selling shareholders named therein (the
"Selling Shareholders"). The Shares being offered by the Selling Shareholders
include (i) 834,999 shares of Common Stock issuable upon the exercise of
warrants originally issued in connection with the Company's 1994 bridge
financing (the "Bridge Warrants"); (ii) 359,850 shares of Common Stock issued
upon the exercise of warrants originally issued to the placement agent for the
Company's public offering completed on September 19, 1994 (the "Placement Agent
Warrant Shares"); (iii) 75,000 shares of Common Stock issuable upon the exercise
of a warrant issued in July 1992 to Glen Taylor (the "Taylor Warrant"); (iv)
875,000 shares of Common Stock held by St. Jude Medical ("St. Jude") issuable
upon conversion of the Company's Series A Preferred Stock (the "Preferred
Stock"); and (v) 250,000 shares of Common Stock held by St. Jude issuable upon
conversion of the Company's Convertible Subordinated Debenture (the
"Debenture").
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.
Angeion Corporation
April 29, 1996
Page 2
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, it is our opinion that:
1. The Company had the corporate authority to issue the Placement
Agent Warrant Shares and has the corporate authority to issue
the Shares underlying the Bridge Warrants, the Taylor Warrant,
the Preferred Stock and the Debenture in the manner and under
the terms set forth in the Registration Statement.
2. The Shares being registered for resale under the Registration
Statement, except for the Placement Agent Warrant Shares, when
issued, delivered and paid for in accordance with the Bridge
Warrants, the Taylor Warrants, the Preferred Stock and the
Debenture, as the case may be, will be validly issued, fully
paid and nonassessable.
3. The Placement Agent Warrant Shares being registered for resale
under the Registration Statement are validly issued, fully
paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal law 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.
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. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
EXHIBIT 23.1
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 "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 30, 1996
