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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 21, 1999
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Date of report (date of earliest event reported)
ANGEION CORPORATION
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(Exact name of registrant as specified in its charter)
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Minnesota 0-17019 41-1579150
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(State of Incorporation) (Commission file number) (I.R.S. Employer Identification No.)
350 Oak Grove Parkway, St. Paul, Minnesota 55127
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(Address of principal executive offices) (Zip Code)
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Telephone Number: (651) 484-4874
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On December 21, 1999, Angeion Corporation ("Angeion"),
completed its acquisition of Medical Graphics Corporation
("Medical Graphics"). Pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") among Medical Graphics,
Angeion and ANG Acquisition Corp. (the "Merger Sub"), a wholly
owned subsidiary of Angeion, dated as of September 22, 1999, the
Merger Sub was merged with and into Medical Graphics and Medical
Graphics became a wholly owned subsidiary of Angeion. Each share
of Medical Graphics common stock outstanding as of the time of the
merger (other than dissenters' shares) was converted into the
right to receive $2.15 in cash. The aggregate cash consideration
paid by Angeion in the acquisition was approximately $16.2
million. Angeion made the payment from cash reserves.
The terms of Merger Agreement, including the cash payment
referred to above, were determined through negotiations between
the management of Angeion and the management of Medical Graphics
and were approved by the boards of directors of each of Angeion,
the Merger Sub and Medical Graphics and by the shareholders of
each of the Merger Sub and Medical Graphics.
Medical Graphics develops and manufactures cardiopulmonary
products. Angeion intends to continue to use the assets acquired
to conduct such business.
Item 7. Financial statements and exhibits
(a) Financial Statements of Business Acquired
The required financial statements of the business acquired are
unavailable as of the date of this filing. Such financial
statements will be filed on or before the sixtieth day following
the filing date of this Current Report on Form 8-K.
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(b) Pro Forma Financial Information
The required pro forma financial information is unavailable as of
the date of this filing. Such information will be filed on or
before the sixtieth day following the filing date of this Current
Report on Form 8-K.
(c) Exhibits
2 Agreement and Plan of Merger by and among Medical Graphics
Corporation, a Minnesota corporation, Angeion Corporation,
a Minnesota corporation, and ANG Acquisition Corp., a
Minnesota corporation, dated as of September 22, 1999.
(Incorporated by reference to Exhibit 2 contained in the
Company's Current Report on Form 8-K dated September 22,
1999 (File No. 0-17019)).
99 News Release dated December 21, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: January 5, 2000
ANGEION CORPORATION
(Registrant)
By /s/ Richard E. Jahnke
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Richard E. Jahnke
President and Chief Executive Officer
(principal executive officer and acting
officer)
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INDEX TO EXHIBITS
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Exhibit No. Method of Filing
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2 Agreement and Plan of Merger by and among Medical Graphics Incorporated by
Corporation, a Minnesota corporation, Angeion Corporation, a reference.
Minnesota corporation, and ANG Acquisition Corp., a
Minnesota corporation, dated as of September 22, 1999.
(Incorporated by reference to Exhibit 2 contained in
Angeion's Current Report on Form 8-K dated September 22,
1999 (File No. 0-17019)).
99 News Release dated December 21, 1999. Filed herewith.
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Exhibit 99
Angeion Corporation
7601 Northland Drive
Minneapolis, Minnesota 55428-1088
USA
Telephone: 612/315-2000
Facsimile: 612/315-2059
FOR IMMEDIATE RELEASE
CONTACT: Jim Hickey, Angeion President & CEO
Brenda Roth, media
612/315-2000
ANGEION COMPLETES ACQUISITION OF MEDICAL GRAPHICS CORPORATION
MINNEAPOLIS (December 21, 1999) -- Angeion Corporation (Nasdaq:ANGN) announced
today that it has completed its previously announced acquisition of Medical
Graphics Corporation (Nasdaq: MGCC), a developer and manufacturer of
cardiopulmonary products, by acquiring all of the outstanding shares of Medical
Graphics for $2.15 per share for a total of approximately $16.2 million. Medical
Graphics will become a wholly-owned subsidiary of Angeion and will continue to
operate its current business and utilize its infrastructure, technology and
customer base as a platform from which to implement growth strategies in the
cardiopulmonary market. Medical Graphics shareholders approved the transaction
at a shareholders meeting earlier today.
On January 3, 2000, Richard E. Jahnke, President and Chief Executive
Officer of Medical Graphics, will become President and CEO of Angeion
Corporation. James B. Hickey, Jr., President and CEO of Angeion since July 1998,
will continue to serve as a director on Angeion's Board of Directors.
"We are pleased to complete this acquisition," said James B. Hickey,
Jr., Angeion's President and CEO. "Angeion will begin to apply its resources to
building a stronger cardiorespiratory company with broader information
technology applications."
Richard E. Jahnke has served as President and Chief Executive Officer
of Medical Graphics since August 1998. Prior to joining Medical Graphics, he
served for five years as President and Chief Operating Officer at CNS, Inc.,
which develops and markets consumer health care products.
The discussion above contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements by their
nature involve substantial risks and uncertainties. Actual results may differ
materially depending on a
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variety of factors, including, but not limited to the following: approval of the
Sanofi-Synthelabo agreement and the Medtronic agreement by the shareholders and
senior note holders of Angeion; satisfaction of certain other conditions to the
closing of the transactions contemplated by the Sanofi-Synthelabo agreement; the
costs to support the Company's ongoing operations and to provide customer
support for the Company's products; the demand for and cost of supplying the
Company's products; the costs associated with refocusing the Company's business;
the ability of the Company to identify and successfully pursue business
opportunities; and continued listing on the Nasdaq National Market. Additional
information with respect to the risks and uncertainties faced by the Company may
be found in, and the prior discussion is qualified in its entirety by, the Risk
Factors contained in the Company's Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission on March 31, 1999, and the Company's other
periodic filings with the SEC, copies of which are available upon request.
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