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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. ________)1
Angeion Corporation
---------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
---------------------------------------------
(Title of Class of Securities)
03462H 10 7
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(CUSIP Number)
James C. Colihan, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, NY 10036 (212) 626-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1997
---------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 13 Pages
CUSIP No. 03462H 10 7 13D
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1 Name of Reporting Person Synthelabo
S.S. or I.R.S. Identification No. of Above Person 000-00-0000
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds*
WC
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5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) |_|
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6 Citizenship or Place of Organization
France
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7 Sole Voting Power
Number of 3,602,253
Shares ---------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 0
Each ---------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 3,602,253
With ---------------------------------------------------------
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,602,253
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12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* |_|
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13 Percent of Class Represented By Amount in Row (11)
10.5%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 13 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of Angeion
Corporation, a Minnesota corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 3650 Annapolis Lane, Suite
170, Plymouth, MN 55447-5434.
Item 2. Identity and Background.
(a), (b), (c) and (f) The name of the person filing this Schedule 13D
is Synthelabo, a societe anonyme organized and existing under the laws
of France ("Synthelabo", also sometimes hereinafter referred to as the
"Reporting Person").
Synthelabo's principal business address is 22 avenue Galilee, 92352 Le
Plessis-Robinson Cedex, France. Synthelabo is principally engaged in
the pharmaceuticals business, specializing in the central nervous
system, cardiovascular, urology and gastroenterology fields. L'Oreal,
S.A., a societe anonyme organized and existing under the laws of France
("L'Oreal") owns approximately 56.7% of the voting stock of Synthelabo.
L'Oreal's principal business address is 41 rue Martre, 92117 Clichy
Cedex, France. L'Oreal is principally engaged in the cosmetics
business. Gesparal S.A., a societe anonyme organized and existing under
the laws of France ("Gesparal") owns approximately 53.65% of the voting
stock of L'Oreal.
Gesparal's principal business address is 14 rue Royale, 75001 Paris,
France. Gesparal is a holding company. Mme. Liliane Bettencourt owns
approximately 51% of the voting stock of Gesparal.
L'Oreal, Gesparal and Mme. Bettencourt are hereinafter referred to as
the "Related Persons." Schedule A sets forth with respect to each
executive officer and director of each of the Reporting Person and the
Related Persons, such person's name, business address and principal
employment, the name and address of any business corporation or other
organization in which such employment is conducted and such person's
citizenship.
(d) and (e) Neither the Reporting Person nor, to the best of its
knowledge, any of the persons listed on Schedule A hereto, has, during
the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of December 9, 1997, Synthelabo purchased, for $15,000,000,
2,251,408 shares of the Common Stock of the Issuer and a Common Stock
Purchase Warrant (the "Warrant") entitling Synthelabo to purchase an
additional 1,350,845 shares of the Common Stock of the Issuer pursuant
to an Amended and Restated Investment and Master Strategic Relationship
Agreement, dated as of October 9, 1997, between the Issuer and
Synthelabo (the "Investment Agreement"). The source of the funds for
such payment was working capital of Synthelabo.
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Page 4 of 13 Pages
Item 4. Purpose of Transaction.
Synthelabo acquired the 2,251,408 shares of the Common Stock and the
Warrant of the Issuer for investment purposes and in connection with a
strategic relationship formed between Synthelabo and the Issuer which
includes a joint venture between the Issuer and an indirect, wholly
owned subsidiary of Synthelabo and other commercial relationships. The
Investment Agreement provides that Synthelabo may receive additional
shares of the Common Stock at a point in the future if the market price
of the Issuer's Common Stock is less than $5.125 at the applicable
measurement date. In addition, pursuant to the Investment Agreement,
Synthelabo must make additional purchases of Common Stock and warrants
to purchase Common Stock of the Issuer in the future for an additional
aggregate consideration of up to $15,000,000 in three installments of
$5,000,000 each upon the attainment by the Issuer of certain
milestones. The number of shares of Common Stock purchased, if any, at
a subsequent closing shall be calculated by dividing $5,000,000 by a
per share price representing a 20% to 30% premium over the then current
market price ("Future Market Price"). The number of shares subject to
warrants at such subsequent closing will be 60% of the number of shares
purchased at such closing and will have an exercise price equal to the
relevant Future Market Price. Synthelabo may also sell all or a portion
of its shares of Common Stock in open-market or private transactions,
depending upon prevailing market conditions or other factors, each in
accordance with and subject to the terms of the Investment Agreement
and applicable securities laws. Pursuant to the Investment Agreement,
Synthelabo has the right to designate one nominee to serve upon
appointment or election as a member of the Issuer's board of directors.
Except as otherwise indicated above, the Reporting Person has no plans
or proposals which relate to or would result in any of the events,
actions or conditions specified in paragraphs (a) through (j) of the
instructions to Item 4 or any similar action or effect. Nothing in this
statement on Schedule 13D shall be deemed to preclude the Reporting
Person from developing or implementing any such plan or proposal in the
future.
Item 5. Interest in Securities of the Issuer.
(a) Synthelabo is the direct beneficial owner of 3,602,253 shares of
the Common Stock of the Issuer, 2,251,408 shares currently held by
Synthelabo and 1,350,845 shares subject to the Warrant, which
constitute approximately 10.5% of the issued and outstanding shares of
the Common Stock of the Issuer based upon information contained in the
Issuer's quarterly report on Form 10-Q for the period ended October 31,
1997 and filed on December 15, 1997.
L'Oreal owns approximately 56.7% of the voting stock of Synthelabo,
with the remainder held by public shareholders. Gesparal holds
approximately 53.65% of the voting stock of L'Oreal. Mme. Liliane
Bettencourt owns 51% of the voting stock of Gesparal.
(b) Synthelabo has sole power to vote and dispose of all of the shares
beneficially owned by it as reported above.
(c) Synthelabo acquired as of December 9, 1997, in a privately
negotiated transaction, 2,251,408 shares of Common Stock of the Issuer
and the Warrant to purchase 1,350,845 shares of Common Stock of the
Issuer, (subject to adjustment if the market price of the Issuer's
Common Stock is less than $5.125) for an aggregate purchase price of
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Page 5 of 13 Pages
$15,000,000. This equates to a price for 1 share of Common Stock and
a warrant for 0.6 shares of Common Stock of $6.6625. The exercise
price of the Warrant is $6.6625 per share, (subject to adjustment if
the market price of the Issuer's Common Stock is less than $5.125).
Except for the transaction described above, there have been no
transactions in the shares of the Common Stock of the Issuer by any of
the Reporting Person, the Related Persons or any of the executive
officers or directors identified in response to Item 2 during the 60
days preceding the filing of this statement on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Investment Agreement, Synthelabo has entered into a
standstill agreement with the Issuer under which Synthelabo has agreed
not to acquire additional securities of the Issuer except in accordance
with the standstill provisions of the Investment Agreement, not to
solicit or participate in the solicitation of proxies or any election
contest, form or join a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934 with respect to the Issuer's securities
or to otherwise attempt to acquire control of the Issuer.
Notwithstanding the foregoing, pursuant to the Investment Agreement,
Synthelabo may make certain proposals to the disinterested directors of
the Issuer to acquire additional shares of the Issuer which purchases
may or may not be sufficient to give Synthelabo control of the Issuer.
Synthelabo also has the right to participate in any process initiated
by the Issuer to make proposals or negotiate to transfer control of the
Issuer to a third party. In addition, the standstill provisions will
not apply if a third party acquires a specified percentage ownership of
the Issuer or launches a tender offer for in excess of 50% of the
voting securities of the Issuer. Synthelabo has also agreed to certain
restrictions on its right to dispose of or transfer its shares other
than in registered offerings. Under certain circumstances Synthelabo
has the right to demand registration of its shares of Common Stock or
to have its shares of Common Stock included in a registration
undertaken by the Issuer. The Investment Agreement also provides
Synthelabo with certain share maintenance rights with respect to any
future offerings of voting securities of the Issuer as well as certain
anti-dilution rights with respect to its holdings of the Common Stock
of the Issuer.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons referred to in Item 2 of this Schedule 13D or between
such persons and any other person with respect to any of the securities
of the Issuer, including, but not limited to, any relating to the
transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of
proxies.
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Page 6 of 13 Pages
Item 7. Materials to Be Filed as Exhibits.
1. Amended and Restated Investment and Master Strategic Relationship
Agreement, between Synthelabo and Angeion Corporation, dated as of
October 9, 1997 (together with Exhibits A-1, A-2, A-3, A-4 and A-5
thereto, the "Investment Agreement". The other exhibits to the
Investment Agreement are omitted since they are unrelated to Item
6 matters.) (incorporated by reference to Exhibits 10.1, 10.7,
10.8, 10.9, 10.10 and 10.11 respectively, contained in the
Issuer's Quarterly Report on Form 10-Q for the period ended
October 31, 1997 filed on December 15, 1997).
[remainder of page intentionally blank]
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Page 7 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 19, 1997
SYNTHELABO
By: /s/ H. Guerin
--------------------------
Name: Herve Guerin
Title: President du Conseil
d'Administration
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Page 8 of 13 Pages
SCHEDULE A
1. DIRECTORS AND EXECUTIVE OFFICERS OF SYNTHELABO
<TABLE>
<CAPTION>
Name and Principal Present Principal
Business Address; Position with Employment if not
Citizenship Synthelabo Stated at Left
- ----------- ---------- --------------
<S> <C> <C>
Herve Guerin President
17 avenue de Madrid du Conseil
92200 Neuilly sur Seine, d'Administration
France
Citizenship: French
Pierre Castres Saint-Martin Administrateur et Directeur General
11 rue Porto Riche Vice-President Adjoint de L'Oreal
92190 Meudon, France
Citizenship: French
Jacques Baetz Administrateur
57 rue de Plaisance
92250 La Garenne-Colombes,
France
Citizenship: French
Regis Dufour Administrateur
32 chemin de la Foret Vice-President Executif
78860 Saint Nom la Breteche,
France
Citizenship: French
Pierre Meneau Administrateur Gerant de G.D.I.E.
1 Allee des Sequoias
Corene Montfleury
38700 La Tronche, France
Citizenship: French
Yves Faivre Administrateur Directeur Economique
88 rue la Fontaine de L'Oreal
75016 Paris, France
Citizenship: French
Pierre Lepienne Administrateur
Le Moulin du Patis Vice-President Executif
02570 Chezy sur Marne,
France
Citizenship: French
Carlos Pomaret Administrateur President de l'Action Sociale
Le Petit Heurteloup Pharmaceutique
Longnes
78980 Breval, France
Citizenship: French
</TABLE>
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Page 9 of 13 Pages
<TABLE>
<S> <C> <C>
Gerard Chouraqui Administrateur Directeur General Adjoint de L'Oreal
58 boulevard du General en charge de la Division des Produits
Leclerc Publics
92200 Neuilly sur Seine,
France
Citizenship: French
</TABLE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF L'OREAL
<TABLE>
<CAPTION>
Name and Principal Present Principal
Business Address; Position with Employment if not
Citizenship L'Oreal Stated at Left
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<S> <C> <C>
Lindsay Owen-Jones President du Conseil
14 rue Royale d'Administration
75008 Paris, France
Citizenship: U.K.
Pierre Castres Saint Martin Administrateur et
14 rue Royale Directeur General
75008 Paris, France Adjoint
Citizenship: French
Francois Dalle Administrateur President de l'Institut International de
Villa Clairefontaine l'Innovation et de la Prospective
14 chemin du Nant d'Argent
CH-1223 Cologny, Switzerland
Citizenship: French
Jose Daniel Gubert Administrateur Directeur General de Nestle SA Suisse
Chemin de Plantaz, 65
CH-1095 Lutry,
Switzerland
Citizenship: Spanish
Guy Landon Administrateur President de Artcurial SA
14 rue Royale
75008 Paris, France
Citizenship: French
Marc Ladreit de Lacharriere Administrateur President de Fimalac SA
7 rue Boissonnade
75004 Paris, France
Citizenship: French
Olivier Lecerf Administrateur President de Financiere Lafarge SA
8 rue Guy de Maupassant
75116 Paris, France
Citizenship: French
Helmut Maucher Administrateur President de Nestle SA Suisse
9 chemin de la Fin
1802 Corseaux Canton de
Vaud, Switzerland
Citizenship: German
</TABLE>
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Page 10 of 13 Pages
<TABLE>
<S> <C> <C>
Jean-Pierre Meyers Administrateur Membre du Comite Strategique
3 Rond Point Saint James et Vice-President Gesparal/L'Oreal
92200 Neuilly sur Seine,
France
Citizenship: French
Jacques P. Vizioz Administrateur President de Moria SA
8 avenue Leon Heuzey
75016 Paris, France
Citizenship: French
Liliane Bettencourt Administrateur Business Woman
18 rue de Labordere
92200 Neuilly sur Seine,
France
Citizenship: French
Edouard de Royere Administrateur Administrateur de Air Liquide SA
4 rue de Chanaleilles
75007 Paris, France
Citizenship: French
Francoise Bettencourt-Meyers Administrateur Administrateur de Gesparal SA
5 rue du 8 mai 1945
92110 Clichy, France
Citizenship: French
Peter Brabeck-Letmathe Administrateur Directeur General de Nestle SA Suisse
55 avenue Nestle
CH-1800 Vevey, Switzerland
Citizenship: Austrian
</TABLE>
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Page 11 of 13 Pages
3. DIRECTORS AND EXECUTIVE OFFICERS OF GESPARAL
<TABLE>
<CAPTION>
Name and Principal Present Principal
Business Address; Position with Employment if not
Citizenship Gesparal Stated at Left
- ----------- -------- --------------
<S> <C> <C>
Andre Bettencourt President du Conseil
18 rue de Labordere d'Administration
92200 Neuilly sur Seine,
France
Citizenship: French
Francois Dalle Administrateur President de l'Institut International de
Villa Clairefontaine et Vice-President l'Innovation et de la Prospective
14 chemin du Nant d'Argent
CH-1223 Cologny, Switzerland
Citizenship: French
Oswald Helmut Maucher Administrateur President de Nestle SA Suisse
9 chemin de la Fin et Vice-President
1802 Corseaux Canton de
Vaud,
Switzerland
Citizenship: German
Jose Daniel Gubert Administrateur Directeur General de Nestle SA Suisse
Chemin de Plantaz, 65
CH-1095 Lutry, Switzerland
Citizenship: Spanish
Liliane Bettencourt Vice President et Business Woman
18 rue de Labordere Administrateur
92200 Neuilly sur Seine,
France
Citizenship: French
Francoise Bettencourt-Meyers Administrateur
3 Rond Point Saint James
92200 Neuilly sur Seine,
France
Citizenship: French
Jean-Pierre Meyers Administrateur Vice-President de L'Oreal
3 Rond Point Saint James
92200 Neuilly sur Seine,
France
Citizenship: French
Lindsay Owen-Jones Administrateur President du Conseil d'Administration de L'Oreal
21 rue du Bois de Boulogne
92200 Neuilly sur Seine,
France
Citizenship: U.K.
</TABLE>
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Page 12 of 13 Pages
<TABLE>
<S> <C> <C>
Peter Brabeck-Letmathe Administrateur Directeur General de Nestle SA Suisse
55 avenue Nestle
CH-1800 Vevey, Switzerland
Citizenship: Austrian
Francisco Castaner Administrateur
55 avenue Nestle
CH-1800 Vevey, Switzerland
Citizenship: Spanish
</TABLE>
4. (a) Name: Madame Liliane Bettencourt
(b) Residence or Business Address: 18 rue de Labordere, 92200
Neuilly Sur Seine, France
(c) (i) present principal occupation or employment: Business Woman
(ii) name, principal business and address of any corporation or
other organization in which such employment is conducted:
N/A
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Page 13 of 13 Pages
EXHIBIT INDEX
Page
Exhibit Number
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1. Amended and Restated Investment and Master Strategic Incorporated by
Relationship Agreement, between Synthelabo and reference to
Angeion Corporation, dated as of October 9, 1997. Exhibits 10.1,
(together with Exhibits A-1, A-2, A-3, A-4 and A-5 10.7, 10.8,
thereto, the "Investment Agreement") (the other 10.9, 10.10 and
Exhibits are omitted since they are unrelated to 10.11 to Issuer's
Item 6 matters).* Quarterly Report
on Form 10-Q for
the period ended
October 31, 1997,
filed on December
15, 1997.
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* Portions of each exhibit have been omitted pursuant to requests for
confidential treatment by the Issuer and Synthelabo.
