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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
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(Name of Company)
Common Stock, par value $.01 per share
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(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)
September 2, 1998
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(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.
* 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 5 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
Shares 5,782,090
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With
5,782,090
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,090
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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)
15.7%
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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 5 Pages
This Amendment No. 1 (this "Amendment") to the Schedule 13D filed on December
19, 1997 (the "Schedule 13D") on behalf of Synthelabo, a societe anonyme
organized under the laws of France ("Synthelabo"), relates to the Common
Stock, par value $.01 per share ("Common Stock"), of Angeion Corporation, a
Minnesota corporation (the "Issuer"), and is being filed pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D.
Item 1. Security and Company.
This Amendment relates to the Common Stock of the Issuer. The address
of the principal executive offices of the Issuer is 7601 Northland
Drive, Brooklyn Park, MN 55428.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the acquisition as of September 2, 1998 by
Synthelabo for $5,000,000 in cash of (i) 1,362,398 additional shares
of Common Stock of the Issuer (the "Additional Shares"), and (ii) a
Common Stock Purchase Warrant (the "Additional Warrant") entitling
Synthelabo to acquire an additional 817,439 shares of Common Stock of
the Issuer pursuant to the 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.
Item 4. Purpose of Transaction.
Synthelabo acquired the Additional Shares and the Additional Warrant
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
Additional Shares and the Additional Warrant represent the first of
up to three mandatory purchases by Synthelabo of $5,000,000 each of
Issuer Common Stock and warrants provided for in the Investment
Agreement upon the attainment by the Issuer of certain milestones.
The Additional Shares were calculated in accordance with the terms of
the Investment Agreement by dividing $5,000,000 by $3.67 representing
a 30% premium over the average quoted price of the Common Stock for
all trading days within the fifteen (15) trading days ending two days
prior to the public announcement by the Issuer of its achievement of
the milestone triggering the second mandatory purchase. The
Additional Warrant is immediately exercisable at an exercise price of
$3.67 per share and has an expiration date of September 2, 2001.
Synthelabo may sell all or a portion of its shares of Issuer 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 to the Board of Directors.
The Reporting Person continues to have 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.
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Page 4 of 5 Pages
Item 5. Interest in Securities of the Company.
(a) Synthelabo is the direct beneficial owner of an aggregate of
5,782,090 shares of the Common Stock of the Issuer, 3,613,806 shares
currently held by Synthelabo and 2,168,284 shares subject to the
Warrant and the Additional Warrant, which constitute approximately
15.7% 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 June 30, 1998 and filed on
August 13, 1998.
(b) Synthelabo has sole power to vote and dispose of all of the
shares beneficially owned by it as reported above.
(c) Synthelabo acquired the Additional Shares and the Additional
Warrant as of September 2, 1998 in a privately negotiated transaction
for an aggregate purchase price of $5,000,000.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of their respective
knowledge and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: September 11, 1998
SYNTHELABO
By: /s/ Herve Guerin
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Name: Herve Guerin
Title: President du Conseil d'Administration
