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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. 3*
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)
March 12, 1999
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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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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* 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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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 26,431,511
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 26,431,511
With
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,431,511
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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)
44.8%
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14 Type of Reporting Person
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 (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, Minneapolis, MN 55428.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the acquisition (the "Acquisition")
as of March 12, 1999 by Synthelabo for $10,000,000 in cash of
(i) a Common Stock Purchase Warrant (the "Investment Warrant")
entitling Synthelabo to acquire 9,090,171 shares of Common
Stock of the Issuer (the "Investment Warrant Shares"), and
(ii) a Common Stock Purchase Warrant (the "Supplemental
Investment Warrant," and together with the Investment Warrant,
the "Final Warrants") entitling Synthelabo to acquire an
additional 5,405,405 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 funds for such payment was working
capital of Synthelabo.
Item 4. Purpose of Transaction.
Synthelabo acquired the Final Warrants for investment purposes
and in connection with a strategic relationship formed between
the Issuer and Synthelabo which includes a joint venture
between the Issuer and an indirect, wholly-owned subsidiary of
Synthelabo and other commercial relationships. The Final
Warrants represent the third and fourth mandatory investments
(the "Final Mandatory Investments") of $5,000,000 each
provided for in the Investment Agreement upon the attainment
by the Issuer of certain milestones. Pursuant to a letter
agreement dated March 12, 1999 by and between Synthelabo and
the Issuer (the "Letter Agreement"), Synthelabo received the
Investment Warrant rather than shares of Common Stock
otherwise issuable pursuant to the Investment Agreement. The
Investment Warrant is immediately exercisable at an exercise
price of $0.01 per share (the "Exercise Price") and has an
expiration date of March 12, 2009. The Investment Warrant
Shares were calculated by (i) dividing $10,000,000 by $1.11
(the "Investment Purchase Price"), which represents a 30%
premium over the average quoted price of the Common Stock for
all trading dates within the period of fifteen (15) trading
days ending two days prior to the public announcement by the
Issuer of its achievement of the milestones triggering the
Final Mandatory Investments, which qotient equals 9,009,009
shares (the "Base Shares"); and (ii) adding to the Base Shares
a number of shares equal to the quotient of (A) the product of
the Exercise Price and the Base Shares divided by (B) the
Investment Purchase Price. The Supplemental Investment Warrant
is immediately exercisable at an exercise price of $1.11 per
share and has an expiration date of March 12, 2002.
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Synthelabo may sell all or a portion of its shares of Issuer
Common Stock (including shares issued upon the exercise of the
Final Warrants) in open-market or private transactions,
depending upon the 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.
Item 5. Interest in Securities of the Company.
(a) As a result of the Acquisition, Synthelabo is the
direct owner of 7,459,959 shares of the Issuer's Common Stock,
together with warrants to purchase a further 18,971,552 shares
of the Issuer's Common Stock. Accordingly, based upon
information contained in the Issuer's Annual Report on Form
10-K for the period ended December 31, 1998 and filed on March
31, 1999, Synthelabo is the direct owner of 18.6% of the
issued and outstanding shares of the Issuer's Common Stock as
a result of the 7,459,959 shares owned by Synthelabo (44.8% of
such issued and outstanding shares of the Issuer's Common
Stock as a result of such shares and the 18,971,552 shares
underlying the warrants).
(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 Final Warrants as of March 12,
1999 in a privately negotiated transaction.
(d) Not applicable.
(e) Not applicable.
Item 7. Materials to Be Filed as Exhibits.
1. Letter Agreement dated March 12, 1999 by and between the
Issuer and Synthelabo.
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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: April 16, 1999
SYNTHELABO
By: /s/ Herve Guerin
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Name: Herve Guerin
Title: President du Conseil d'Administration
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EXHIBIT INDEX
1. Letter Agreement dated March 12, 1999 by and between the Issuer and
Synthelabo.
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Exhibit 1
March 12, 1999
Synthelabo
22 Avenue Galilee
92350 Le Plessis Robinson
FRANCE
Attn: Jean-Pierre Charlet
Dear Sirs:
This letter is intended to memorialize our mutual agreement regarding
the securities to be issued by Angeion Corporation (the "Company") to Synthelabo
pursuant to Sections 2.2(b) and 2.2(c) of that certain Amended and Restated
Investment and Master Strategic Relationship Agreement, dated as of October 9,
1997, by and between Angeion Corporation and Synthelabo (the "Investment
Agreement"). All terms not defined herein shall have the same meanings as set
forth in the Investment Agreement. In consideration of the agreements contained
herein, ad for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. In consideration of receipt by the Company from Synthelabo of an
aggregate amount in cash equal to the sum of the Third Investment Purchase Price
and the Fourth Investment Purchase Price, the Company shall issue to Synthelabo
(a) a warrant in the form attached as Exhibit A hereto and (b) a warrant in the
form attached as Exhibit B hereto (the "Warrants"). The Company and Synthelabo
acknowledge and agree that delivery of the Warrants by the Company to deliver,
and (ii) any obligation of Synthelabo to purchase, the Third Investment Shares,
the Third Investment Warrants, the Fourth Investment Shares and the Fourth
Investment Warrants.
2. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York.
Please acknowledge Synthelabo's agreement with the foregoing by
executing this letter on the signature line provided below.
Sincerely yours,
ANGEION CORPORATION
By: /s/ James B. Hickey
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James B. Hickey
President and
Chief Executive Officer
Acknowledged and agreed to:
SYNTHELABO
By: /s/ J. P. Charlet
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Name: Jean-Pierre Charlet
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Title: Vice President-General Counsel
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