SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
------------------------------
ANGEION CORPORATION
(Name of Registrant as Specified In Its Charter)
ANGEION CORPORATION
(Name of Person(s) Filing Proxy Statement)
------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1 Title of each class of securities to which transaction applies:
2 Aggregate number of securities to which transaction applies:
3 Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4 Proposed maximum aggregate value of transaction:
5 Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1 Amount Previously Paid:
2 Form, Schedule or Registration Statement No.:
3 Filing Party:
4 Date Filed:
<PAGE>
PRELIMINARY PROXY STATEMENT
ANGEION CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 20, 1998
A Special Meeting of the Shareholders of Angeion Corporation, a
Minnesota corporation (the "Company"), will be held at the Company's new
facility located at 7601 Northland Drive, Brooklyn Park, MN 55428, beginning at
10:00 a.m. on Tuesday, March 17, 1998, for the following purposes:
1. To consider and act upon a proposal to increase the number of
authorized shares of common stock of the Company from 50,000,000 to 75,000,000;
and
2. To transact such other business as may properly come before the
meeting.
The record date for determination of the shareholders entitled to
notice of and to vote at the meeting and any adjournments thereof is the close
of business on January 30, 1998.
Whether or not you expect to attend the Special Meeting in person,
please complete, sign, date and promptly return the enclosed proxy in the
envelope provided, which requires no postage if mailed in the United States.
By Order of the Board of Directors
/s/ David L. Christofferson
David L. Christofferson
Secretary
February 20, 1998
Minneapolis, Minnesota
<PAGE>
ANGEION CORPORATION
7601 NORTHLAND DRIVE
MINNEAPOLIS, MINNESOTA 55428
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
February 20, 1998
INTRODUCTION
The Special Meeting of Shareholders of Angeion Corporation (the
"Company") will be held on Tuesday, March 17, 1998, at 10:00 a.m., Central
Standard Time, at the Company's new facility located at 7601 Northland Drive,
Brooklyn Park, MN 55428, or at any adjournments thereof (the "Special Meeting"),
for the purposes set forth in the Notice of Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of
the Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost of
soliciting proxies, including the preparation, assembly and mailing of proxies
and soliciting material, as well as the cost of forwarding such material to the
beneficial owners of the Company's Common Stock, will be borne by the Company.
In addition, Directors, officers and regular employees of the Company may,
without compensation other than their regular compensation, solicit proxies by
telephone, telegraph or personal conversation. The Company may reimburse
brokerage firms and others for expenses in forwarding proxy materials to the
beneficial owners of Common Stock.
Any shareholder giving a proxy may revoke it at any time prior to its
use at the Special Meeting either by giving written notice of such revocation to
the Secretary of the Company, by filing a duly executed proxy bearing a later
date with the Secretary of the Company, or by appearing at the Special Meeting
and filing written notice of revocation with the Secretary of the Company prior
to use of the proxy. Proxies will be voted as specified by shareholders. Proxies
that are signed by shareholders but that lack any such specification will be
voted in favor of the proposals set forth in the Notice of Meeting.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
PROPOSALS SET FORTH IN THE NOTICE OF MEETING.
The Company expects that this proxy material will be mailed first to
shareholders on or about February 20, 1998.
<PAGE>
VOTING OF SHARES
Only holders of Common Stock of record at the close of business on
January 30, 1998 will be entitled to vote at the Special Meeting. On January 30,
1998, the Company had 32,998,443 outstanding shares of Common Stock, each such
share entitling the holder thereof to one vote on each matter to be voted on at
the Special Meeting. The holders of a majority of the shares entitled to vote
and represented in person or by proxy at the Special Meeting will constitute a
quorum for the transaction of business at the Special Meeting. In general,
shares of Common Stock represented by a properly signed and returned proxy card
will be counted as shares present and entitled to vote at the meeting for
purposes of determining a quorum, without regard to whether the card reflects
abstentions (or is left blank) or reflects a "broker non-vote" on a matter
(i.e., a card returned by a broker because voting instructions have not been
received and the broker has no discretionary authority to vote). Holders of
shares of Common Stock are not entitled to cumulative voting rights.
The approval of each of the proposals described in this Proxy Statement
require the approval of a majority of the shares present and entitled to vote in
person or by proxy on that matter (and at least a majority of the minimum number
of votes necessary for a quorum to transact business at the Special Meeting).
Shares represented by a proxy card voted as abstaining on any of the proposals
will be treated as shares present and entitled to vote that were not cast in
favor of a particular matter, and thus will be counted as votes against the
matter. Shares represented by a proxy card including any broker non-vote on a
matter will be treated as shares not entitled to vote on that matter, and thus
will not be counted in determining whether that matter has been approved.
<PAGE>
PRINCIPAL SHAREHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of January 30, 1998, unless
otherwise noted, (a) by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, (b) by each Director
of the Company, (c) by each "named executive officer" as defined in Item
402(a)(3) of Regulation S-K of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") for the fiscal year ended July 31, 1997, and (d) by all
executive officers and Directors of the Company as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)(2)
------------------------------
PERCENT OF
NAME AMOUNT CLASS (3)
- ----------------------------------------------------------- ------ ---------
<S> <C> <C>
Synthelabo................................................ 3,602,253 (4) 9.8%
Whitney A. McFarlin....................................... 538,110 (5) 1.6%
Arnold A. Angeloni........................................ 82,099 (6) *
Dennis E. Evans........................................... 759,132 (7) 2.3%
Lyle D. Joyce, M.D., Ph.D................................. 294,632 (8) *
Joseph C. Kiser, M.D...................................... 392,033 (9) 1.2%
Donald D. Maurer.......................................... 17,358 (10) *
Glen Taylor............................................... 487,288 (11) 1.5%
T.V. Rao.................................................. 57,250 (12) *
Michael J. Kallok, Ph.D................................... 40,000 (13) *
Gary L. Payment........................................... 94,300 (14) *
Jennifer M. Marrone....................................... 29,750 (15) *
All current Directors and executive officers as a
group (15 persons)...................................... 3,182,649 (16) 8.8%
</TABLE>
- --------------------------
* Less than 1%.
(1) 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 percent owned by such person or
group.
(2) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares.
(3) Based on 32,998,443 shares of Common Stock outstanding as of January 30,
1998.
<PAGE>
(4) Based on a Schedule 13D filed December 19, 1997. Includes 1,350,845 shares
which may be acquired within 60 days upon the exercise of warrants. Synthelabo's
principal address is 22 Avenue Galilee, 92350 Le Plessis Robinson, France.
(5) Includes 515,000 shares which may be acquired within 60 days upon the
exercise of stock options.
(6) Includes 31,500 shares which may be acquired within 60 days upon the
exercise of stock options.
(7) Includes 693,333 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. Hanrow Financial is also an
affiliate of Hanrow Business Finance, Inc., which owns 41,667 shares of Common
Stock. Also includes 7,500 shares of Common Stock which may be acquired within
60 days upon the exercise of stock options owned by Mr. Evans. Mr. Evans, a
Director of the Company, is the President and Chief Executive Officer of Hanrow
Financial.
(8) Includes 98,500 shares held by the MTA Retirement Plan and Trust FBO Lyle D.
Joyce, and 31,500 shares which may be acquired within 60 days upon the exercise
of stock options.
(9) Includes 43,567 shares held by the MTA Retirement Plan and Trust FBO Joseph
C. Kiser and 46,500 shares which may be acquired within 60 days upon the
exercise of stock options.
(10) Includes 3,767 shares which may be acquired within 60 days upon the
exercise of stock options.
(11) Includes 75,000 shares which may be acquired within 60 days upon the
exercise of warrants and 7,500 shares which may be acquired within 60 days upon
the exercise of stock options.
(12) Includes 57,250 shares which may be acquired within 60 days upon the
exercise of stock options.
(13) Includes 40,000 shares which may be acquired within 60 days upon the
exercise of stock options.
(14) Includes 6,800 shares held by an individual retirement account in the name
of Mr. Payment and 83,500 shares which may be acquired within 60 days upon the
exercise of stock options.
(15) Includes 29,750 shares which may be acquired within 60 days upon the
exercise of stock options.
<PAGE>
(16) Includes 1,254,684 shares which may be acquired within 60 days upon the
exercise of warrants and stock options. Also includes all shares beneficially
owned by affiliates of officers and Directors.
PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
INTRODUCTION
Currently, the Company's Amended and Restated Articles of Incorporation
(the "Restated Articles") authorize the issuance of 50,000,000 shares of Common
Stock. As of January 30, 1998, 32,998,443 shares of Common Stock were issued and
outstanding and 11,555,828 shares were reserved for issuance upon the exercise
of outstanding options and warrants and under the Amended and Restated
Investment Agreement (the "Investment Agreement") between the Company and
Synthelabo, a French societe anonyme (the "Investor").
Accordingly, on January 22, 1998, if all outstanding options and
warrants were exercised, and if the Company issued all of the shares of Common
Stock reserved for issuance under the Investment Agreement, there would be
5,445,729 shares of Common Stock available for issuance by the Company.
AMENDMENT
On January 22, 1998, the Board approved an increase in the authorized
number of shares of Common Stock from 50,000,000 to 75,000,000 shares, subject
to shareholder approval. If this amendment is approved by the Company's
shareholders, 42,001,557 shares of Common Stock will be authorized and available
for issuance or sale by the Company immediately after the Special Meeting
(excluding shares reserved for issuance as set forth above).
PURPOSES OF PROPOSED AMENDMENT
Under the Investment Agreement, the Company agreed to use its best
efforts to cause an increase in the number of authorized but unissued shares of
Common Stock. The Company entered into the Investment Agreement with the
Investor on December 9, 1997 in connection with the Company's strategic
relationship with ELA Medical, a French societe anonyme ("ELA") and indirect
subsidiary of the Investor, to market a full line of sophisticated
tachyarrhythmia and bradycardia products. Pursuant to the Investment Agreement,
the Investor agreed to purchase up to $30 million of Common Stock, and the
Company agreed to issue to the Investor warrants to purchase up to an additional
$18 million of Common Stock. At the initial closing of the Investment Agreement,
held on December 9, 1997, the Investor invested $15 million for 2,251,408 shares
of Common Stock and a four-year warrant to purchase 1,350,845 shares of Common
Stock for an aggregate exercise price of $9 million, with the number of shares
subject to possible adjustments depending on the future market price of the
Common Stock. Upon the
<PAGE>
achievement by the Company of certain milestones related to U.S. Food & Drug
Administration approval of new implantable cardioverter defibrillator ("ICD")
products and lead systems, the Investor will purchase up to an additional $15
million of Common Stock (in installments of $5 million) at a price equal to a
premium of the then current market price formula with respect to the Common
Stock. In connection with each installment of Common Stock purchased, the
Investor will also receive additional warrants to purchase, at the applicable
investment price, shares of Common Stock equal to 60% of the number of shares
purchased.
The Investment Agreement provides the Investor with certain preemptive
rights, registration rights and anti-dilution protection and entitles the
Investor to nominate one person to serve as a director of the Company. The
Investor is also subject to certain standstill provisions that, among other
things, limit the ability of the Investor to purchase Common Stock other than
pursuant to the Investment Agreement, to solicit proxies or otherwise to seek to
control the management of the Company for a period of time.
Pursuant to the Investment Agreement, the Company agreed to use its
best efforts to cause an increase in the number of authorized but unissued
shares of Common Stock, including proposing an appropriate amendment to the
Company's Restated Articles at a special meeting of the shareholders held within
120 days of the initial closing date of the Investment Agreement. In the event
that, after using its best efforts, the Company is unable to obtain shareholder
approval, (i) the Investor will have the right to purchase, in open-market
transactions or otherwise, an aggregate amount of shares of Common Stock equal
to the number of shares of Common Stock, and shares of Common Stock underlying
the respective warrants, that the Investor would have had a right to purchase
from the Company pursuant to such Investment Agreement, and (ii) the Investor's
obligation to purchase shares of Common Stock and warrants (and its right
pursuant to the preceding clause (i)) will expire six months after the date that
the closing would otherwise have occurred but for the failure of the Company to
have sufficient authorized shares of Common Stock.
The Board also believes that it is necessary and desirable to increase
the number of shares of Common Stock that the Company is authorized to issue to
give the Board additional flexibility to raise equity capital, reserve
additional shares for issuance under the Company's employee benefit plans and
make acquisitions through the use of stock.
Except as described above or as permitted or required by the Company's
existing employee benefit plans, the Board has no definitive agreements or
commitments to issue additional Common Stock for any of these purposes. The
Company is, however, currently investigating various alternatives for raising
additional capital, which include additional issuances of Common Stock or
securities convertible or exercisable into Common Stock. In furtherance of its
desire to raise additional capital, the Company has entered into an engagement
letter with an investment banker to pursue these financing alternatives.
The Board believes that the proposed increase in the authorized shares
would make it unnecessary to hold a special shareholders' meeting in the future
for the purpose of authorizing an increase in the authorized Common Stock should
the Company decide to use its shares for one or
<PAGE>
more of such previously mentioned purposes. No additional action or
authorization by the Company's shareholders would be necessary prior to the
issuance of such additional shares, unless required by applicable law or
regulation.
EFFECTS OF PROPOSED AMENDMENT
Under the Company's Restated Articles, the Company's shareholders,
other than Hanrow Financial and the Investor, do not have preemptive rights with
respect to the Common Stock. Thus, should the Board elect to issue additional
shares of Common Stock, existing shareholders, other than Hanrow Financial and
the Investor, would not have any preferential rights to purchase such shares,
and any such issuances could, therefore, have a dilutive effect on the
shareholdings of current shareholders.
The proposed amendment to increase the authorized number of shares of
Common Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. In the event of a hostile
attempt to take over the Company, it might be possible for the Company to try to
impede such an attempt by issuing shares of the Common Stock through a "private
placement" to a friendly party, thereby diluting the voting power of the other
outstanding shares and increasing the potential cost to acquire control of the
Company. The overall effect, therefore, could be to discourage unsolicited
takeover attempts. By potentially discouraging initiation of any such
unsolicited takeover attempt, the proposed amendment may limit the opportunity
for the Company's shareholders to dispose of their shares at the higher price
generally available in takeover attempts or that may be available under a merger
proposal. The proposed amendment may have the effect of permitting the Company's
current management, including the current Board, to retain its position and
place it in a better position to resist changes that shareholders may wish to
make if they are dissatisfied with the conduct of the Company's business.
The Company also has certain other mechanisms in place that may have an
anti-takeover effect. The Company's Restated Articles (i) authorize the Board of
Directors, without any action by the shareholders, to establish the rights and
preferences of up to 3,000,000 shares of undesignated preferred stock (of which
2,100,000 shares remain undesignated as of the date of this Proxy Statement) and
(ii) provide that the affirmative vote of at least two-thirds of the voting
power of the shares entitled to vote is necessary in connection with a merger,
consolidation or transfer of substantially all of the Company's assets.
Moreover, in April 1996 the Board of Directors adopted a Shareholder Rights Plan
(the "Rights Plan") designed to protect the Company and its shareholders from
unsolicited attempts or inequitable offers to acquire the Company. Pursuant to
the Rights Plan, each share of Common Stock now outstanding has, and each share
of Common Stock to be issued in the future prior to the occurrence of certain
events will have, attached to it one preferred stock purchase right. The Company
has also entered into change in control agreements with its executive officers
that provide for the payment of certain benefits to such executive officers upon
the occurrence of a "change in control" of the Company.
As previously stated, however, the only intended purpose of the
proposed amendment is to increase the number of available shares of Common Stock
in order to satisfy the Company's obligations under the Investment Agreement and
to give the Board more flexibility in conducting
<PAGE>
normal business operations, and the proposal is not being presented as, nor is
it part of, a plan to adopt a series of anti-takeover measures.
PROPOSED RESOLUTION
A resolution in substantially the following form will be submitted to
the shareholders at the Special Meeting:
"RESOLVED, that the Company's authorized shares of Common Stock be
increased from 50,000,000 shares to 75,000,000 shares.
RESOLVED FURTHER, that appropriate officers of the Company be, and the
same are, hereby resolved, empowered and directed in the name on behalf
of the Company to take such action and execute such documents as may be
deemed necessary or desirable to carry out the intent and purpose of
the foregoing resolution."
RECOMMENDATION OF THE BOARD
The Board recommends a vote FOR approval of the amendment to Company's
Restated Articles to increase the number of authorized shares of Common Stock.
The affirmative vote of the holders of a majority of shares of Common Stock
present in person or by proxy at the Special Meeting, assuming a quorum is
present, is necessary for approval. Unless a contrary choice is specified,
proxies solicited by the Board will be voted FOR approval of such increase.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
It is anticipated that the next shareholders meeting will be held in
May 1999. Shareholder proposals intended to be presented in the proxy materials
relating to the 1999 Annual Meeting of Shareholders must be received by the
Company at its principal executive offices on or about December 2, 1998.
<PAGE>
OTHER BUSINESS
The Company knows of no business that will be presented for
consideration at the Special Meeting other than that described in this Proxy
Statement. As to other business, if any, that may properly come before the
Special Meeting, it is intended that proxies solicited by the Board will be
voted in accordance with the judgment of the person or persons voting the
proxies.
By Order of the Board of Directors
/s/ Whitney A. McFarlin
Whitney A. McFarlin
Chairman of the Board,
President and Chief Executive Officer
February 20, 1998
Minneapolis, Minnesota
<PAGE>
ANGEION CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints WHITNEY A. MCFARLIN and DAVID L.
CHRISTOFFERSON, as Proxies, each with full power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Common Stock of Angeion Corporation held of record by the undersigned
on January 30, 1998, at the Special Meeting of Shareholders to be held on March
17, 1998, or any adjournment thereof.
1. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE
COMPANY FROM 50,000,000 TO 75,000,000.
|_| FOR |_| AGAINST |_| ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 ABOVE. Please sign exactly as name appears below. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated:_____________, 1998
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
