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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-13543
CUSIP No. 03462H 305
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: December 31, 1999
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not Applicable.
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PART I -- REGISTRANT INFORMATION
Angeion Corporation ("Registrant")
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
350 Oak Grove Parkway
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Address of Principal Executive Office (Street and Number)
Saint Paul, MN 55127
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On December 21, 1999, Angeion Corporation acquired Medical Graphics
Corporation, a corporation engaged in the development, manufacture and
marketing of non-invasive cardio-respiratory diagnostic systems and related
software for the management and improvement of cardio-respiratory health. In
a Form 8-K dated March 6, 2000, Angeion reported that it had largely
completed its assimilation of the Medical Graphics business and intended to
focus its future efforts primarily on the markets served by and business
operations of Medical Graphics and the acquisition and development of future
businesses that contribute to shareholder value.
In the Form 8-K, Angeion announced preliminary unaudited revenues for
its Medical Graphics subsidiary of approximately $6.0 million and $22.2 million
for the three months and twelve months ended December 31, 1999. This compares to
revenues of $5.8 million and $20.4 million for the three months and twelve
months ended December 31, 1998, respectively. Operating income before interest
and taxes for the Medical Graphics subsidiary is expected to be more than
$450,000 and $1.3 million for the fourth quarter and year ended December 31,
1999, respectively. Angeion acquired Medical Graphics on December 21, 1999, and
these preliminary results reflect Medical Graphics' operations for the entire
fourth quarter and year.
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Angeion had no operating revenue for the fourth quarter from its
Implantable Cardioverter Defibrillator ("ICD") business and expects to report
total revenues of $5.2 million from the ICD business for the year ended December
31, 1999. Angeion expects both the fourth quarter and year to show continued
operating losses for this business. Angeion expects that there will be
additional adjustments in the fourth quarter as a result of its consolidation of
the Medical Graphics business, but has not yet determined the effect of these
adjustments on its net results or financial position.
In the Form 8-K, Angeion also reported Medical Graphics now comprised a
majority of the total assets of Angeion and generated a majority of the revenues
of Angeion. As a result, Angeion announced that it had decided to pursue the
license or transfer of its ICD technology and intends to discontinue the ICD
product line. Angeion expects the last sales of ICD products to occur during the
first half of 2000.
On March 27, 2000, Angeion Corporation announced that it had
consummated two transactions relating to its cardiac stimulation technology used
in ICD devices.
First, Angeion announced that it has closed a Settlement, License and
Asset Purchase Agreement with Medtronic, Inc. under which Angeion granted
Medtronic a one-way, non-exclusive, fully paid-up, royalty free license for
Angeion's cardiac stimulation technology. As part of the agreement, Angeion sold
to Medtronic certain unfiled patent disclosures relating to cardiac stimulation
devices. Under the agreement, Angeion and Medtronic also agreed to release each
other from any patent infringement claims for products sold or used prior to the
closing date. In connection with the transaction, Medtronic made a one-time
payment of $9.0 million to Angeion.
Angeion also announced that it had closed an Asset Purchase Agreement,
together with a separate License agreement and ancillary documents, with ELA
Medical and Sanofi-Synthelabo under which Angeion granted to ELA Medical a
one-way, non-exclusive, fully paid-up, royalty free license for Angeion's
cardiac stimulation technology. As part of the agreements, Angeion sold to
Sanofi-Synthelabo and ELA Medical certain Angeion assets and liabilities related
to the manufacture and sale of cardiac stimulation devices. In connection with
the transaction, Sanofi-Synthelabo surrendered to Angeion 745,994 shares of
Angeion common stock and warrants to purchase an additional 1,897,186 shares,
including warrants to purchase 909,017 shares at ten cents per share.
As a result of its decision to discontinue the ICD product line and the
consummation of the recent transactions with Medtronic and ELA Medical and
Sanofi-Synthelabo, Angeion was unable to finalize the disclosures in the Form
10-K for the year December 31, 1999 without unreasonable effort or expense.
Angeion expects to file the Form 10-K on or before April 14, 2000.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dale H. Johnson (651) 484-4874
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). /X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Part III for a discussion of the Registrant's preliminary results for
the year ended December 31, 1999
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ANGEION CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2000 By /s/ Dale H. Johnson
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Dale H. Johnson, Chief Financial Officer
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