As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
---------------------
3650 ANNAPOLIS LANE, SUITE 170
MINNEAPOLIS, 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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ANGEION CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
DAVID L. CHRISTOFFERSON
CHIEF FINANCIAL OFFICER
ANGEION CORPORATION
3650 ANNAPOLIS LANE, SUITE 170
MINNEAPOLIS, MINNESOTA 55447-5434
(612) 550-9388
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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Common Stock, par value
$.01 per share. . . . . . 500,000 shares $2.56 $1,280,000 $377.60
==============================================================================================================
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
Registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the closing sales price of Registrant's Common Stock on December
19, 1997, as reported by the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Angeion Corporation (the "Company")
(File No. 0-17019) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997; (2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1997; (3) all other reports filed by the Company pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since July 31, 1997; (4) the description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description; and (5) the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, including
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
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The financial statements of the Company incorporated by reference in
this Registration Statement from the Company's Annual Report on Form 10-K have
been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The description of the Company's Common Stock to be
offered pursuant to this Registration Statement has been registered under
Section 12 of the Exchange Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any person made or threatened to be made a party to
a proceeding, by reason of the former or present official capacity (as defined)
of the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made
<PAGE>
thereto 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 Amended 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be re-offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
4.1(1) Articles of Merger, including Amended and Restated Articles of
Incorporation of the Company
4.2(2) Amendment to the Company's Amended and Restated Articles of
Incorporation of the Company
4.3(3) Amended Bylaws of the Company
4.4(3) Amended Form of the Company's Common Stock Certificate
4.5(4) Form of Rights Agreement dated as of April 8, 1996 between the Company
and Norwest Bank Minnesota, N.A.
4.6(5) First Amendment to Rights Agreement dated as of October 9, 1997 between
the Company and Norwest Bank Minnesota, N.A.
4.7(5) Second Amendment to Rights Agreement dated as of December 9, 1997
between the Company and Norwest Bank Minnesota, N.A.
5.1(6) Opinion and Consent of Oppenheimer Wolff & Donnelly
23.1(6) Consent of KPMG Peat Marwick LLP
23.2 Consent of Oppenheimer Wolff & Donnelly (see Exhibit 5.1).
24.1 Power of Attorney (included on page 6 of this Registration Statement).
<PAGE>
(1) Incorporated by reference to Exhibit 3A contained in the Company's
Registration Statement on Form 8-A registering the Common Stock (File
No. 0-17019).
(2) Incorporated by reference to Exhibit 4.3 contained in the Company's
Registration Statement on Form S-3 (File No. 333-36005).
(3) Incorporated by reference to exhibits contained in the Company's
Registration Statement on Form S-3 (File No. 333-04993).
(4) Incorporated by reference to Exhibit 4.1 contained in the Company's
Current Report on Form 8-K dated April 8, 1996 (File No. 0-17019).
(5) Incorporated by reference to exhibits contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1997 (File No. 0-17019).
(6) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the Registration statement.
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 range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) under the Act 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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from Registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration statement shall be deemed to be a new Registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on December 17,
1997.
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 true and lawful attorney-in-fact and agent, each with
full powers of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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 might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 17, 1997 by the following
persons in the capacities indicated.
/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. Director
Lyle D. Joyce, M.D.
/s/ Joseph C. Kiser, M.D. Director
Joseph C. Kiser, M.D.
/s/ Donald Maurer Director
Donald Maurer
/s/ Glen Taylor Director
Glen Taylor
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Item
No.
Description Method of Filing
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4.1 Articles of Merger, including Amended and Incorporated by reference to Exhibit 3A contained in
Restated Articles of Incorporation of the the Company's Registration Statement on Form 8-A
Company .................................... registering the Common Stock (File No. 0-17019).
4.2 Amendment to the Company's Amended and Incorporated by reference to Exhibit 4.3 contained in
Restated Articles of Incorporation of the the Company's Registration Statement on Form S-3
Company .................................... (File No. 333-36005).
4.3 Amended Bylaws of the Company .............. Incorporated by reference to Exhibit 4.2 contained in
the Company's Registration Statement on Form S-3
(File No. 333-04993).
4.4 Amended Form of the Company's Common Stock Incorporated by reference to Exhibit 4.3 contained in
Certificate................................. the Company's Registration Statement on Form S-3
(File No. 333-04993).
4.5 Form of Rights Agreement dated as of April Incorporated by reference to Exhibit 4.1 contained in
8, 1996 between the Company and Norwest the Company's Current Report on Form 8-K dated April
Bank Minnesota, N.A......................... 8, 1996 (File No. 0-17019).
4.6 First Amendment to Rights Agreement dated as Incorporated by reference to Exhibit 10.5 contained
of October 9, 1997 between the Company and in the Company's Quarterly Report on Form 10-Q for
Norwest Bank Minnesota, N.A................. the fiscal quarter ended October 31, 1997 (File No.
0-17019).
4.7 Second Amendment to Rights Agreement dated Incorporated by reference to Exhibit 10.6 contained
as of December 9, 1997 between the Company in the Company's Quarterly Report on Form 10-Q for
and Norwest Bank Minnesota, N.A............. the fiscal quarter ended October 31, 1997 (File No.
0-17019).
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.....
See Exhibit 5.1.
24.1 Power of Attorney........................... Included on page 6 of this Registration Statement.
</TABLE>
Exhibit 5.1
December 22, 1997
Board of Directors
Angeion Corporation
3650 Annapolis Lane, Suite 170
Minneapolis, MN 55447-5434
RE: REGISTRATION STATEMENT ON FORM S-8
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 500,000 shares
of the Company's Common Stock, $.01 par value (the "Shares"), issuable under the
Company's 1997 Employee Stock Purchase Plan (the "Plan"), pursuant to the
Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on December 22, 1997 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan as set forth in the Registration
Statement, will be validly issued, fully paid and nonassessable.
<PAGE>
We express no opinion with respect to laws other than the laws 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 and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly
OPPENHEIMER WOLFF & DONNELLY
Plaza VII
45 South Seventh Street
Suite 3400
Minneapolis, MN 55402
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 "Incorporation of Documents by
Reference."
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 22, 1997
