SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1579150
(State of incorporation or organization) (IRS Employer
Identification No.)
3650 Annapolis Lane, Suite 170, Plymouth, MN 55447-5434
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which each class is
registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
SUMMARY OF RIGHTS
On April 8, 1996 the Board of Directors of Angeion Corporation Systems,
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, $.01 par value (the "Common Stock") of the
Company to holders of record at the close of business on April 30, 1996 (the
"Record Date"), and one Right for each Common Share into which Series A
Preferred Shares of the Company (as defined) are convertible; provided that
immediately upon conversion of such Series A Preferred Shares into Common
Shares, the Rights previously attached to the Series A Preferred shall
automatically and without any further action become attached to the Common
Shares, so that following conversion the holders of Series A Preferred Shares
hold the same number of Rights as were held before conversion. Except as set
forth below, each Right, when exercisable, entitles the registered holder to
purchase from the Company one one-thousandth share of a new series of preferred
stock, designated as Series B Junior Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), at a price of $70.00 per share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") dated as of April 8, 1996 between
the Company and Norwest Bank Minnesota, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of the tenth business day after:
(i) a public announcement that a Person or group of affiliated or associated
Persons (an "Acquiring Person") has acquired, or obtained the right to acquire
beneficial ownership of securities having 15% or more of the voting power of all
outstanding voting securities of the Company, or (ii) the commencement of (or a
public announcement of an intention to make) a tender offer or exchange offer
which would result in any Person or group and related Persons becoming an
Acquiring Person, or (iii) a majority of the members of the Board of Continuing
Directors determines that any Person or group is an Adverse Person. A Board of
continuing directors may make an Adverse Person determination if it finds that a
substantial shareholder (the holder of at least 10% of the Company's outstanding
shares) (i) acquired such shares either to cause the Company to repurchase the
shares or to enter into a transaction intended to provide such person with
short-term financial gain under circumstances that are not in the best long-term
interests of the Company's shareholders, or (ii) is causing or is reasonably
likely to cause a material adverse impact on the business or prospects of the
Company.
Until the Distribution Date the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the Record Date, by
such Common Stock certificate together with this Summary of Rights. The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with certificates representing Common Stock and/or
shares of the Company's Series A Preferred Shares, as the case may be. From as
soon as practicable after the Record Date and until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuance of the Common Stock
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock outstanding as of
the Record Date (with or without this Summary of Rights attached) will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and the separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on the earliest of (i) April 7, 2006, (ii) consummation of a merger
transaction with a Person or group who acquired Common Stock pursuant to a
Permitted Offer (as defined below), and is offering in the merger the same price
per share and form of consideration paid in the Permitted Offer, or (iii)
redemption of the Rights by the Company as described below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock, certain convertible
securities or securities having the same or more favorable rights, privileges
and preferences as the Preferred Stock at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends out of earnings or retained earnings) or of subscription rights or
warrants (other than those referred to above).
In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such, the
Company is involved in a merger or other business combination transaction
(whether or not the Company is the surviving corporation ) or 50% or more of the
Company's assets or earning power are sold (in one transaction or a series of
transactions), proper provision shall be made so that each holder of a Right
(other than an Acquiring Person) shall thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of either the Company, in the event that it is
the surviving corporation of a merger or consolidation, or the acquiring company
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right *such right being called the "Merger
Right"). In the event that a Person becomes the beneficial owner of securities
having 15% or more of the voting power of all then outstanding voting securities
of the Company (unless pursuant to a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined prior to
the date of the first acceptance of payment for any of such shares by at least a
majority of the members of the Board of Directors who are not officers of the
Company and are not Acquiring Persons or Affiliates or Associates thereof to be
both adequate and otherwise in the best interests of the Company and its
stockholders (a "Permitted Offer")), then proper provision shall be made so that
each holder of a Right will for a 60-day period (subject to extension under
certain circumstances) thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two times the exercise
price of the Right, to the extent available, and then (after all authorized and
unreserved shares of Common Stock have been issued) a common stock equivalent
(such as Preferred Stock or another equity security with at least the same
economic value as the Common Stock) having market value of two times the
exercise price of the Right, with Common Stock to the extent available being
issued first (such right being called the "Subscription Right"). The holder of a
Right will continue to have the Merger Right whether or not such holder
exercises the Subscription Right. Notwithstanding the foregoing, upon the
occurrence of any of the events giving rise to the exercisability of the Merger
Right or the Subscription Right, any Rights that are or were at any time after
the Distribution D ate owned by an Acquiring Person shall immediately become
null and void.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractions of shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) a Person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.005 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors. Additionally, the Company may thereafter redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price (i) if
such redemption is incidental to a merger or other business combination
transaction or series of transactions involving the Company but not involving an
Acquiring Person or certain related Persons or (ii) following an event giving
rise to, and the expiration of the exercise period for, the Subscription Right
if and for as long as an Acquiring Person beneficially owns securities
representing less than 15% of the voting power of the Company's voting
securities. The redemption of Rights described in the preceding sentence shall
be effective only as of such time when the Subscription Right is not
exercisable, and in any event, only after ten Business Days' prior notice. Upon
the effective date of the redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Subject to applicable law, the Board of Directors, at its option, may
at any time after a Person becomes an Acquiring Person (but not after the
acquisition by such Person of 50% or more of the outstanding Common Stock),
exchange all or part of the then outstanding and exercisable rights (except for
Rights which have become void) for shares of Common Stock equivalent to one
share of Common Stock per Right or, alternatively, for substitute consideration
consisting of cash, securities of the Company or other assets (or any
combination thereof).
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 1,000 times the dividend declared on each share of Common Stock, but in no
event less than $100. In the event of liquidation, the holders of Preferred
Stock will receive a preferred liquidation payment equal to the greater of 1,000
times $1.00 or 1,000 times the payment made per each share of Common Stock. Each
share of Preferred Stock will have 1,000 votes, voting together with the shares
of Common Stock. In the event of any merger, consolidation or other transaction
in which shares of Common Stock are ex changed, each share of Preferred Stock
will be entitled to receive 1,000 times the amount and type of consideration
received per share of Common Stock. The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions. Fractional
shares of Preferred Stock will be issuable; however, the Company may elect to
distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions that are multiples of one one-thousandth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Any of the provisions of the Rights Agreement, including the definition
of Acquiring Person or the Purchase Price, may be amended by at least a majority
of the Continuing Directors prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by at
least a majority of the Continuing Directors in order to cure any ambiguity, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person or Adverse Person), or to
shorten or lengthen certain time periods under the Rights Agreement. However, no
amendment to adjust the time period governing redemption can be made at such
time as the Rights are not redeemable.
Issuance of the Rights and the distribution of Rights Certificates
should not be a taxable event for the Company or its stockholders under the
federal income tax laws. In the event that the Rights become rights to purchase
(i) additional common stock of the Company or (ii) an acquiror's common stock,
it is uncertain whether holders of Rights would have a taxable event even if the
Rights were not exercised. It is also uncertain whether the lapse of the right
of redemption would be a taxable event to the holders of the Rights. If the
Rights become rights to receive upon exercise or redemption thereof, cash, debt
securities, or stock of the Company other than stock considered to be "common
stock" for purposes of section 305 of the Internal Revenue Code of 1986, holders
of the Rights probably would have a taxable event even if the rights were not
exercised or exchanged.
Prior to any Distribution Date, the Rights will probably not have an
impact on tax-free reorganizations involving the Company and will probably not
be treated as taxable "boot." If the Company has a net operating loss carryover,
transactions relating to the Rights may limit use of that loss once the Rights
are no longer redeemable at the Redemption Price without stockholder approval.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly authorized this amendment to its
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Dated: May 17, 1996 ANGEION CORPORATION
By: /s/ David L. Christofferson
David L. Christofferson
Vice President, Chief Financial
Officer and Secretary
