<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NO. 001-13543
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1579150
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
350 Oak Grove Parkway, St. Paul, Minnesota 55127
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (651) 484-4874
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
Preferred Stock Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10- K. [ ]
As of March 31, 2000, 3,379,724 shares of Common Stock of the
Registrant were outstanding, and the aggregate market value of the Common Stock
of the Registrant as of that date (based upon the last reported sale price of
the Common Stock at that date as reported by the Nasdaq National Market),
excluding outstanding shares beneficially owned by directors and executive
officers was approximately $9,608,000.
<PAGE>
THE FOLLOWING TABLE OF SELECTED FINANCIAL DATA FOR MEDICAL GRAPHICS IS AMENDED
TO CORRECT AN ERROR IN THE LINE ENTITLED GROSS MARGIN FOR THE YEAR ENDED
DECEMBER 31, 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
<TABLE>
<CAPTION>
(In thousands) Years Ended December 31,
- ------------------------------------------------- -------------------------------------------------
Pro Forma Medical Graphics
Angeion -------------------------------
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Revenues $ 22,188 $ 20,449 $ 19,173
Gross margin 10,112 8,008 7,204
-------------- -------------- --------------
Operating expenses:
Selling and marketing 5,113 5,653 6,282
General and administrative 2,779 1,927 2,228
Research and development 1,453 1,550 1,867
Infrequent charges - - 1,738
-------------- -------------- --------------
9,345 9,130 12,115
-------------- -------------- --------------
Operating income (loss) 767 (1,122) (4,911)
-------------- -------------- --------------
Other income (expense):
Net proceeds from settlement of lawsuits
and grant of license rights 30,790 - -
Gain (loss) on disposal of assets (337) - 128
Interest income 1,058 - -
Interest expense (2,892) (454) (329)
-------------- -------------- --------------
28,619 (454) (201)
-------------- -------------- --------------
Income (loss) before taxes 29,386 (1,576) (5,112)
Provision for income taxes (171) - -
Loss from discontinued operations (26,850) - -
-------------- -------------- --------------
Net income (loss) $ 2,365 $ (1,576) $ (5,112)
============== ============== ==============
</TABLE>
<PAGE>
ITEM 8 IS AMENDED TO CORRECT A TYPOGRAPHICAL ERROR IN THE AUDITOR'S REPORT.
ALSO, THE CONSOLIDATED STATEMENTS OF OPERATIONS CONTAINED IN THIS ITEM IS
AMENDED TO CORRECT THE ENTRY FOR THE YEAR ENDED DECEMBER 31, 1998 IN THE LINES
ENTITLED: NET INCOME (LOSS) PER SHARE - BASIC, CONTINUING OPERATIONS AND NET
INCOME (LOSS) PER SHARE - DILUTED, CONTINUING OPERATIONS.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Board of Directors and Shareholders
Angeion Corporation:
We have audited the accompanying consolidated balance sheets of Angeion
Corporation and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, shareholders' equity (deficit), and cash
flows for the years ended December 31, 1999 and 1998, the five-month transition
period ended December 31, 1997 and the year ended July 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Angeion
Corporation and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years ended December 31, 1999
and 1998, the five-month transition period ended December 31, 1997, and the year
ended July 31, 1997, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
Minneapolis, Minnesota
March 27, 2000
2
<PAGE>
ANGEION CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Five Month
Period Ended Year
Pro Forma Year Ended December 31, December 31, Ended
Angeion --------------------------------- ----------------- July 31,
1999 1999 1998 1997 1997
(Note 5)
(unaudited)
-------------- --------------- --------------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES $ 22,188 $ 608 $ - $ - $ -
COST OF GOODS SOLD 12,076 331 - - -
-------- -------- -------- -------- --------
GROSS MARGIN 10,112 277 - - -
-------- -------- -------- -------- --------
OPERATING EXPENSES:
Selling and marketing 5,113 140 - - -
General and administrative 2,779 660 600 250 600
Research and development 1,453 40 - - -
-------- -------- -------- -------- --------
9,345 840 600 250 600
-------- -------- -------- -------- --------
OPERATING INCOME (LOSS) 767 (563) (600) (250) (600)
-------- -------- -------- -------- --------
OTHER INCOME (EXPENSE):
Net proceeds from settlement of lawsuits
and grant of license rights 30,790 30,790 2,050 - -
Loss on disposal of assets (337) (337)
Interest income 1,058 1,058 669 203 1,570
Interest expense (2,892) (2,361) (2,128) (5) (104)
-------- -------- -------- -------- --------
28,619 29,150 591 198 1,466
-------- -------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES 29,386 28,587 (9) (52) 866
Provision for taxes 171 171 - - -
-------- -------- -------- -------- --------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS 29,215 28,416 (9) (52) 866
LOSS FROM DISCONTINUED OPERATIONS (26,850) (26,850) (38,829) (14,889) (27,775)
-------- -------- -------- -------- --------
NET INCOME (LOSS) $ 2,365 $ 1,566 $(38,838) $(14,941) $(26,909)
======== ======== ======== ======== ========
NET INCOME (LOSS) PER SHARE - BASIC
Continuing operations $ 7.31 $ 7.11 $ (0.01) $ (0.02) $ 0.30
Discontinued operations (6.72) (6.72) (11.22) (4.80) (9.56)
Net income (loss) 0.59 0.39 (11.23) (4.82) (9.26)
NET INCOME (LOSS) PER SHARE - DILUTED
Continuing operations 6.20 6.03 $ (0.01) (0.02) 0.30
Discontinued operations (5.70) (5.70) (11.22) (4.80) (9.56)
Net income (loss) 0.50 0.33 (11.23) (4.82) (9.26)
======== ======== ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 3,996 3,996 3,460 3,100 2,906
Diluted 4,709 4,709 3,460 3,100 2,906
======== ======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
ITEM 12 IS AMENDED TO PROPERLY REFLECT RICHARD E. JAHNKE'S OWNERSHIP OF THE
COMPANY'S COMMON STOCK.
ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT.
The following table sets forth information as of April 15, 2000
concerning the beneficial ownership of the common stock of the Company by (i)
the only shareholders known by the Company to own more than five percent of the
common stock of the Company, (ii) each director of the Company, (iii) each Named
Executive Officer listed in the Summary Compensation Table and each current
executive officer, and (iv) all executive officers and directors of the Company
as a group.
<TABLE>
<CAPTION>
Shares
Shares of Acquirable
Name and Address Common Within
of Beneficial Owner Stock (1) 60 Days Total Percentage
- ------------------- --------- ------- ----- ----------
<S> <C> <C> <C> <C>
Deephaven Market Neutral Trading, Ltd. (2)
1712 Hopkins Crossroads
Minnetonka, Minnesota 55305 294,796 0 294,796 8.0%
Arnold A. Angeloni 17,250 1,050 18,300 *
Dennis E. Evans (3) 54,353 1,050(4) 55,403 1.6%
James B. Hickey, Jr. 5,677 25,000 30,677 *
Richard E. Jahnke 20,200 50,000 70,200 2.0%
Dale Johnson 0 3,000 3,000 *
John C. Penn 0 0 0 *
Mark W. Sheffert 0 0 0 *
Glen Taylor 52,669 1,050 53,719 1.6%
William J. Rissman 0 0 0 *
Terrance W. Bunge (5) 6,023 0 6,023 *
All executive officers and directors as a group 428,468 101,150 529,618 15.2%
(10 persons)
</TABLE>
* Indicates ownership of less than one percent.
(1) Except as noted, all shares beneficially owned by each person as of the
record date were owned of record, and each person had sole voting power
and sole investment power for all such shares beneficially held.
(2) Reflects $4,498,000 aggregate principal amount of 7 1/2% Senior
Convertible Notes due 2003
4
<PAGE>
held by Deephaven Market Neutral Trading, Ltd. into common stock of the
Company at the conversion price of $15.258.
(3) Includes 36,333 shares of common stock beneficially owned by Hanrow
Financial. Of this amount, Hanrow Capital Fund owns 3,000 shares;
Hanrow Capital Fund III owns 25,000 shares; and Hanrow Business
Finance, Inc. owns 4,167 shares of common stock. Mr. Evans, a director
of the Company is the President and Chief Executive Officer of Hanrow
Financial. Hanrow Financial is the general partner of Hanrow Capital
Fund and Hanrow Capital Fund III and affiliated with Hanrow Business
Finance, Inc.
(4) The amount set forth as shares acquirable within 60 days relates only
to shares acquirable by Mr. Evans.
(5) Includes 2,500 shares held by an individual retirement account for the
benefit of Mr. Bunge.
5
<PAGE>
ITEM 14 IS AMENDED TO CORRECT CLERICAL ERRORS.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements of Registrant
(a) 1. Financial Statements of Registrant
The following financial statements of Angeion Corporation and
subsidiaries are set forth in Item 8 of this Form 10-K:
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Operations for the years ended December 31,
1999 and 1998, the five-month transition period ended December 31, 1997 and the
year ended July 31, 1997.
Consolidated Statements of Shareholders' Equity (Deficit) for the years
ended December 31, 1999 and 1998, the five-month transition period ended
December 31, 1997 and the year ended July 31, 1997.
Consolidated Statements of Cash Flow for the years ended December 31,
1999 and 1998, the five-month transition period ended December 31, 1997 and the
year ended July 31, 1997.
Notes to Consolidated Financial Statements.
(a) 2. Financial Statement Schedules of Registrant
None.
(a) 3. Exhibits
3.1 Angeion Articles of Incorporation, as in effect on April 13, 2000.
3.2 Angeion Amended Bylaws (incorporated by reference to Exhibit 4.2
contained in the Company's Registration Statement on Form S-3 (File
No. 333-04993)).
4.1 Amended Form of the Company's Common Stock Certificate (incorporated
by reference to Exhibit 4.3 contained in the Company's Registration
Statement on Form S-3 (File No. 333- 04993)).
4.2 Warrant dated July 27, 1992 in the name of Glen Taylor (incorporated
by reference to Exhibit 10.10 contained in the Company's Annual Report
on Form 10-K for the year ended July 31, 1991).
6
<PAGE>
4.3 Form of Rights Agreement dated as of April 8, 1996 between Angeion
Corporation and Norwest Bank Minnesota, N.A. (incorporated by
reference to Exhibit 4.1 contained in the Company's Current Report on
Form 8-K dated April 8, 1996).
4.3.1 First Amendment to Rights Agreement dated as of October 9, 1997
between the Company and Norwest Bank Minnesota, N.A. (incorporated by
reference to Exhibit 10.5 contained in the Company's Quarterly Report
on 10-Q for the quarter ended October 31, 1997).
4.3.2 Second Amendment to Rights Agreement dated as of October 9, 1997
between the Company and Norwest Bank Minnesota, N.A. (incorporated by
reference to Exhibit 10.6 contained in the Company's Quarterly Report
on 10-Q for the quarter ended October 31, 1997).
4.4 Form of 7 1/2% Senior Convertible Notes due 2003 (incorporated by
reference to Exhibit 4.7 to the Company's Registration Statement on
Form S-3 (File No. 333-50557)).
4.5 Indenture, dated as of April 14, 1998, between the Company and U.S.
Bank National Association, as Trustee (incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement on Form S-3 (File
No. 333-50557)).
4.6 Registration Rights Agreement, dated as of April 14, 1998, between the
Company and the subscribers named on the signature pages thereof
(incorporated by reference to Exhibit 4.8 to the Company's Registration
Statement on Form S-3 (File No. 333-50557)).
4.7 Form of Warrant Agreement between the Company and HSBC Securities,
Inc., dated as of April 14, 1998 (incorporated by reference to Exhibit
4.10 to the Company's Registration Statement on Form S-3 (File No.
333-50557)).
4.8 Form of Warrant Agreement between the Company and Prudential
Securities Incorporated, dated as of April 14, 1998 (incorporated by
reference to Exhibit 4.11 to the Company's Registration Statement on
Form S-3 (File No. 333-50557)).
4.9 Warrant dated as of March 11, 1998 to purchase 727,500 shares of
Common Stock of the Company held by RGC International Investors, LDC
(incorporated by reference to Exhibit 4.12 to the Company's
Registration Statement on Form S-3 (File No. 333-50557)).
4.10 Securities Purchase Agreement dated as of March 11, 1998 between the
Company and RGC International Investors, LDC (incorporated by
reference to Exhibit 4.13 to the Company's Registration Statement on
Form S-3 (File No. 333-50557)).
10.1 Angeion 1988 Stock Option Plan (incorporated by reference to Exhibit
10 contained in the Company's Annual Report on Form 10-K for the year
ended April 30, 1988).
10.2 Angeion 1989 Omnibus Stock Option Plan, as amended effective May 16,
1989 (incorporated by reference to Exhibit 10.2 contained in the
Company's Annual Report on Form 10-K for the year ended July 31,
1990).
7
<PAGE>
10.3 Angeion 1991 Stock Incentive Plan (incorporated by reference to
Exhibit 99.1 contained in the Company's Registration Statement of Form
S-8 (File No. 33-81594)).
10.4 Angeion 1993 Stock Incentive Plan (incorporated by reference to
Exhibit 99.1 contained in the Company's Registration Statement of Form
S-8 (File No. 333-04189)).
10.5 OEM Distribution Agreement dated April 7, 1997 between Compumedics
Sleep Pty Ltd and Medical Graphics, as amended by OEM Distribution
Memorandum of Understanding dated December 7, 1997, Addendum dated
December 1, 1998 and Addendum dated March 8, 1999 (incorporated by
reference to Exhibit 10.15 in the Medical Graphics Corporation
Amendment No. 1 on Form 10-K/A to the Form 10-K for the year ended
December 31, 1998).
10.6 Lease Agreement dated as of June 27, 1997 between Ryan Companies, US,
Inc. and Angeion (incorporated by reference to Exhibit 10.22 contained
in the Company's Annual Report on Form 10-K for the year ended July
31, 1997).
10.7 Angeion Form of Change in Control Agreement (incorporated by reference
to Exhibit 10.25 contained in the Company's Annual Report on Form 10-K
for the year ended July 31, 1997).
10.8 Common Stock Investment Agreement dated as of September 2, 1997
between Angeion and Promethean Investment Group, L.L.C. (incorporated
by reference to Exhibit 10.27 contained in the Company's Annual Report
on Form 10-K for the year ended July 31, 1997).
10.9 Angeion 1994 Non-Employee Director Plan (as amended through December
31, 1999).
10.10 Employment Agreement dated December 21, 1999 between Angeion and
Richard E. Jahnke.
10.11.1 Seventh Amendment to Lease for 350 Oak Grove Parkway, St. Paul,
Minnesota (incorporated by reference to Exhibit 10(b) contained in
Medical Graphics Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1994 (File No. 0-9899)).
10.11.2 Eighth Amendment to Lease for 350 Oak Grove Parkway, St. Paul,
Minnesota (incorporated by reference to Exhibit 10.12 contained in
Medical Graphics Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1997 (File No. 0-9899)).
22.1 List of Subsidiaries.
23.1 Independent Auditors' Consent of KPMG LLP.
27.1 Financial Data Schedule.
* Confidential treatment has been granted by the Securities and Exchange
Commission for certain portions contained within this exhibit.
# Management contract, compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
8
<PAGE>
(b) Reports on Form 8-K
On October 5, 1999 Angeion filed a Form 8-K dated September 22, 1999
reporting its execution of a merger agreement with Medical Graphics Corporation.
On January 5, 2000, Angeion filed a Form 8-K dated December 21, 1999 reporting
that it completed the acquisition of Medical Graphics on December 21, 1999.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 2 to the Report on Form 10-K to be signed on its behalf by the undersigned.
ANGEION CORPORATION
May 25, 2000 By /s/ Richard E. Jahnke
-----------------------------------------
Richard E. Jahnke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on May 25, 2000.
Signature Title
--------- -----
/s/ Richard E. Jahnke President, Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Richard E. Jahnke
* Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
Dale H. Johnson
* Director
- -------------------------------
Arnold A. Angeloni
* Director
- -------------------------------
Dennis E. Evans
* Director
- -------------------------------
James B. Hickey, Jr.
* Director
- -------------------------------
John C. Penn
* Director
- -------------------------------
Mark W. Sheffert
* Director
- -------------------------------
Glen Taylor
* By /s/ Richard E. Jahnke
--------------------------
Richard E. Jahnke
Attorney-in-Fact
10
