-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8uzHvdkY9VN5FZyI143N3WPw7Q/NgnnUwclDDAPMpxJEQ65Uq4pgZ4hAMkcRJIe pKVry9bqEr2/b943lwfVrw== 0000889812-99-001230.txt : 19990419 0000889812-99-001230.hdr.sgml : 19990419 ACCESSION NUMBER: 0000889812-99-001230 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGEION CORP/MN CENTRAL INDEX KEY: 0000815093 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411579150 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40187 FILM NUMBER: 99596302 BUSINESS ADDRESS: STREET 1: 7601 NORTHLAND DRIVE STREET 2: STE 170 CITY: BROOKLYN PARK STATE: MN ZIP: 55428 BUSINESS PHONE: 6123152000 MAIL ADDRESS: STREET 1: 7601 NORTHLAND DRIVE STREET 2: SUITE 170 CITY: BROOKLYN PARK STATE: MN ZIP: 55428 FORMER COMPANY: FORMER CONFORMED NAME: VERDE VENTURES INC DATE OF NAME CHANGE: 19880714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTHELABO CENTRAL INDEX KEY: 0001051557 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 AVENUE GALILEE STREET 2: 92350 LE PLESSIS ROBINSON CITY: FRANCE STATE: I0 ZIP: 00000 SC 13D/A 1 AMENDMENT NO. 3 ================================================================================ 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 ------------------- (Name of Company) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 03462H 10 7 -------------- (CUSIP Number) James C. Colihan, Esq. Coudert Brothers 1114 Avenue of the Americas New York, NY 10036 (212) 626-4400 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1999 ------------------------------------ (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) - ----------------- * 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). ================================================================================ CUSIP No. 03462H 10 7 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person Synthelabo S.S. or I.R.S. Identification No. of Above Person 000-00-0000 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. /__/ b. /__/ - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)or 2(e) /__/ - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization France - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 26,431,511 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* /__/ - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 44.8% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 2 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. 3 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. 4 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 ------------------------------ Name: Herve Guerin Title: President du Conseil d'Administration 5 EXHIBIT INDEX 1. Letter Agreement dated March 12, 1999 by and between the Issuer and Synthelabo. EX-99.1 2 LETTER AGREEMENT DATED MARCH 12, 1999 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 ----------------------------- James B. Hickey President and Chief Executive Officer Acknowledged and agreed to: SYNTHELABO By: /s/ J. P. Charlet ----------------------------- Name: Jean-Pierre Charlet --------------------------- Title: Vice President-General Counsel ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----