As filed with the Securities and Exchange Commission on August 6, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1595629
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3905 Annapolis Lane
Minneapolis, Minnesota 55447
(612) 553-7736
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Manuel A. Villafana Copy to: Timothy S. Hearn, Esq.
Chairman and Chief Executive Officer Dorsey & Whitney LLP
ATS Medical, Inc. 220 South Sixth Street
3905 Annapolis Lane Minneapolis, Minnesota 55402-1498
Minneapolis, Minnesota 55447 (612) 340-7802
(612) 553-7736
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,568,940 $5.875 $9,217,523 $2,793.19
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) This amount represents shares to be offered by the selling securityholder
from time to time after the effective date of this Registration Statement
at prevailing market prices at time of sale.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for purposes of computing the registration fee on the basis of the
average of the high and low prices reported by Nasdaq National Market for
August 5, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 6, 1997
ATS MEDICAL, INC.
1,568,940 Shares
Common Stock
This Prospectus relates to 1,568,940 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of ATS Medical, Inc. ("ATS" or the
"Company") offered for the account of Itochu Corporation (the "Selling
Shareholder"). The Shares may be sold from time to time by the Selling
Shareholder. The Company will not receive any of the proceeds from the sale of
the Shares. The Company has agreed to pay expenses incurred in registering the
Shares, including legal and accounting fees.
The Shares were acquired by the Selling Shareholder in a private
transaction on February 7, 1997 pursuant to a Stock Purchase Agreement. The
Shares are "restricted securities" under the Securities Act of 1933, as amended
(the "Act"), prior to their sale hereunder. This Prospectus has been prepared
for the purpose of registering the Shares under the Act to allow for future
sales by the Selling Shareholder to the public without restriction. To the
knowledge of the Company, the Selling Shareholder has made no arrangement with
any brokerage firm for the sale of the Shares. The Selling Shareholder may be
deemed to be an "underwriter" within the meaning of the Act. Any commissions
received by a broker or dealer in connection with resales of the Shares may be
deemed to be underwriting commissions or discounts under the Act. See "Plan of
Distribution."
The Shares have not been registered under the securities laws of any state
or other jurisdiction as of the date of this Prospectus. Brokers or dealers
should confirm the existence of an exemption from registration or effectuate
such registration in connection with any offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"ATSI." On August 5, 1997, the closing sale price of the Common Stock reported
by Nasdaq was $6.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission, such as ATS. The address of such site is
"http://www.sec.gov."
The Common Stock is traded on the Nasdaq National Market under the symbol
"ATSI." Reports, proxy and information statements and other information
concerning ATS can be inspected at the offices of the National Association of
Securities Dealers, 1735 K. Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
of the Company's Common Stock hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) the description of the Common Stock contained in the Company's
Registration Statement on Form S-2 filed on February 2, 1995 with the
Commission, including any amendment or report filed for the purpose of
updating such description filed subsequent to the date of this
Prospectus and prior to the termination of the offering described
herein.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Such requests
should be directed to John H. Jungbauer, Chief Financial Officer, ATS Medical,
Inc., 3905 Annapolis Lane, Minneapolis, Minnesota 55447, telephone: (612)
553-7736.
<PAGE>
SELLING SHAREHOLDER
The Shares offered hereby are being sold pursuant to this Prospectus by the
Selling Shareholder. The following table sets forth certain information with
respect to the ownership of the Company's Common Stock by the Selling
Shareholder as of July 31, 1997 and as adjusted to reflect the sale of the
Shares.
Maximum
Number Number
of Shares of Shares
Beneficially to be Sold Shares
Owned Prior Pursuant to Beneficially Owned
Name to Offering (1) this Prospectus After Offering (2)
---- --------------- --------------- ------------------
Itochu Corporation 1,568,940 1,568,940 0
- -------------------------
(1) Consists of 1,568,940 shares of Common Stock purchased on February 7, 1997
pursuant to a Stock Purchase Agreement.
(2) Assumes the sale of all of the Shares offered by this Prospectus.
PLAN OF DISTRIBUTION
The Shares to which this Prospectus relates will be offered and sold by the
Selling Shareholder for its own accounts. The Company will not receive any
proceeds from the sale of the Shares pursuant to this Prospectus. All expenses
of registration of the Shares, estimated to be approximately $10,000 shall be
borne by the Company.
The Selling Shareholder may offer and sell the Shares from time to time on
the Nasdaq National Market in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions at prices
relating to prevailing market prices or at negotiated prices, as applicable.
Sales may be made to or through brokers or dealers who may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholder or the purchasers of Shares for whom such brokers or dealers may act
as agent or to whom they may sell as principal, or both. As of the date of this
Prospectus, the Company is not aware of any agreement, arrangement or
understanding between any broker or dealer and the Selling Shareholder. There is
no assurance that the Selling Shareholder will sell any or all of the Shares
offered by it.
The Selling Shareholder and any brokers or dealers who participate in the
sale of the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profits realized by
them on the resale of Shares may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this Registration
Statement until the earlier of three years from the date on which the Selling
Shareholder acquired the Shares (February 7, 1997) or the resale of all the
Shares registered hereunder.
LEGAL MATTERS
Certain legal matters relating to the validity of the Common Stock offered
hereby will be passed upon for the Company by Dorsey & Whitney LLP, Minneapolis,
Minnesota.
EXPERTS
The consolidated financial statements of the Company appearing in the ATS
Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company, the Selling Shareholder
or any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction in which such
offer or solicitation would be unlawful or to any person to whom it is unlawful.
Neither the delivery of this Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company or that the information contained herein is
correct as of any time subsequent to the date hereof.
-------------------
TABLE OF CONTENTS
Page
Available Information........................................... 2
Incorporation of Certain Documents
by Reference............................................... 2
Selling Shareholder............................................. 3
Plan of Distribution............................................ 3
Legal Matters ............................................ 3
Experts ........................................................ 3
ATS MEDICAL, INC.
1,568,940 SHARES
COMMON STOCK,
PAR VALUE $.01 PER SHARE
---------------
PROSPECTUS
---------------
, 1997
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee................................... $ 2,793.19
Accounting Fees and Expenses........................... 4,000.00
Legal Fees and Expenses................................ 3,000.00
Miscellaneous ......................................... 206.81
----------
Total......................................... 10,000.00
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Bylaws of ATS provide that ATS shall indemnify officers and directors under
such circumstances and to the extent permitted by Section 302A.521 as now
enacted or hereafter amended.
The Company has established a Self-Insurance Trust Agreement to assist in
funding indemnification of its directors and officers to the extent permissible
under Minnesota Law. The Company has contributed $300,000, plus accrued interest
thereon, to an irrevocable trust (the "Trust") to be invested in government
issued or insured obligations by an independent trustee. The Trust funds may be
used only for indemnification of the Company's officers or directors or, at the
direction of the Company and with the consent of the beneficiaries under the
Trust, to pay directors' and officers' liability insurance premiums. The rights
of the beneficiaries under the Trust are contract rights enforceable against the
Company and the trustee. In addition to the Trust, beginning on November of
1995, the Company has maintained a liability insurance policy for its directors
and officers.
ITEM 16. LIST OF EXHIBITS
4.1 Specimen certificate for shares of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992).
5.1 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
to such information in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in the information
set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post- effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on the 6th day of
August, 1997.
ATS MEDICAL, INC.
By /s/John H. Jungbauer
------------------------------
John H. Jungbauer,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the date indicated by or on behalf of
the following persons in the capacities indicated:
SIGNATURE CAPACITY DATE
- --------- -------- ----
* Chairman, Chief Executive August 6, 1997
- ----------------------------- Officer and Director
Manuel A. Villafana (Principal Executive Officer)
* President, Chief Operating August 6, 1997
- ----------------------------- Officer and Director
Richard W. Kramp
* Chief Financial Officer August 6, 1997
- ----------------------------- (Principal Financial
John H. Jungbauer and Accounting Officer)
* Director August 6, 1997
- -----------------------------
Charles F. Cuddihy, Jr.
* Director August 6, 1997
- -----------------------------
James F. Lyons
* Director August 6, 1997
- -----------------------------
A. Jay Graf
* By /s/John H. Jungbauer
-------------------------------
John H. Jungbauer, attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5.1 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
ATS Medical, Inc.
3905 Annapolis Lane
Minneapolis, Minnesota 55447
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to ATS Medical, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 1,568,940 shares of common stock of the Company, par value $.01 per share
("Common Stock"), of which all such shares will be sold from time to time by the
Selling Shareholder named in the Registration Statement, on the Nasdaq National
Market or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below. In rendering our opinions set forth
below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the shares
of Common Stock to be sold by the Selling Shareholder pursuant to the
Registration Statement have been duly authorized by all requisite corporate
action and, are validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the reference to our firm under the
heading "Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: August 5, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
TSH
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of ATS Medical,
Inc. for the registration of 1,568,940 shares of its common stock and to the
incorporation by reference therein of our report dated February 6, 1997 with
respect to the consolidated financial statements and schedule of ATS Medical,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 31, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John H. Jungbauer and Manuel A. Villafana
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of ATS Medical, Inc.), to sign a registration statement, and any or all
amendments (including post-effective amendments) thereto, on Form S-3 for the
sale of shares of ATS Medical, Inc. Common Stock by a certain selling
shareholder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
July 29, 1997 /s/ Manuel A. Villafana
-------------------------------
Manuel A. Villafana
July 29, 1997 /s/ Richard W. Kramp
-------------------------------
Richard W. Kramp
July 29, 1997 /s/ John H. Jungbauer
-------------------------------
John H. Jungbauer
July 29, 1997 /s/ Charles F. Cuddihy, Jr.
-------------------------------
Charles F. Cuddihy, Jr.
July 29, 1997 /s/ James F. Lyons
-------------------------------
James F. Lyons
July 29, 1997 /s/ A. Jay Graf
-------------------------------
A. Jay Graf
