-----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, TXSrCVZb1uoddxBeD15m54WJ4oBPmnzQXxIzbwy6A7I89gt7bQxPjxIFZbBDnN/0 +mSE3GbzKsSke3MFoki/Sg== 0000902595-97-000264.txt : 19971208 0000902595-97-000264.hdr.sgml : 19971208 ACCESSION NUMBER: 0000902595-97-000264 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971205 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATS MEDICAL INC CENTRAL INDEX KEY: 0000824068 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411595629 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49437 FILM NUMBER: 97733054 BUSINESS ADDRESS: STREET 1: 3905 ANNAPOLIS LA STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125537736 MAIL ADDRESS: STREET 1: 3905 ANNAPOLIS LANE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ITOCHU CORP CENTRAL INDEX KEY: 0000355363 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 980053818 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5-1 KITA-AOYAMA 2-CHOME STREET 2: LEGAL DIVISION CITY: MINATO-KU TOKYO STATE: M0 BUSINESS PHONE: 01181334972654 MAIL ADDRESS: STREET 1: 5-1 KITA-AOYAMA 2-CHOME STREET 2: LEGAL DIVISION CITY: MINATO-KU TOKYO STATE: M0 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ATS Medical, Inc. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 002083 10 3 (CUSIP number) Kevin Yamaga-Karns, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (213) 669-6000 (Name, address and telephone number of person authorized to receive notices and communications) November 28, 1997 (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(b)(3) or (4), check the following box [ ]. * 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 disclosures 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). Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. CUSIP NO. 002083 10 3 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ITOCHU CORPORATION; 98-0053818 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 784,470 SHARES 8 SHARED VOTING POWER 784,470 SHARES 9 SOLE DISPOSITIVE POWER 784,470 SHARES 10 SHARED DISPOSITIVE POWER 784,470 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,568,940 SHARES (ONE-HALF (784,470 SHARES) BENEFICIALLY OWNED SOLELY BY MEANS OF CONTROL OF CENTURY MEDICAL, INC.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP NO. 002083 10 3 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CENTURY MEDICAL, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 SHARES 8 SHARED VOTING POWER 784,470 SHARES 9 SOLE DISPOSITIVE POWER 0 SHARES 10 SHARED DISPOSITIVE POWER 784,470 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,470 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO This Schedule 13D/A (Amendment No. 1) amends and supplements the Statement on Schedule 13D dated as of February 18, 1997 ("Statement") by Itochu Corporation ("Itochu") relating to the common stock ("Common Stock"), par value $0.01 per share, of ATS Medical, Inc. ("ATS"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning as set forth in the Statement. ITEM 2. IDENTITY AND BACKGROUND. The information previously furnished in response to this item is amended (i) to replace the previous Schedule A with the revised Schedule A attached hereto, and (ii) to add the following: Century Medical, Inc., a Japanese corporation ("CMI"), is a trading company with its principal business and offices located at 1-6-4, Osaki, Shinagawa-ku, Tokyo 141, Japan. In the last five years, CMI has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has CMI been a party to a civil proceeding as a result of which CMI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The names of the directors of CMI are set forth in Schedule B attached hereto. Except as otherwise set forth on Schedule B, each director is a Japanese citizen whose principal occupation is serving as an officer of CMI. Except as otherwise set forth on Schedule B, the business address of each director is Century Medical, Inc., 1-6-4, Osaki, Shinagawa-ku, Tokyo 141, Japan. In the last five years, no director of CMI has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has any such director been a party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information previously furnished in response to this item is amended to add the following: CMI acquired the 784,470 shares of Common Stock from Itochu for an aggregate of 944,956,873 Yen (1,204.58 Yen per share) derived from CMI's working capital. No part of the acquisition price was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. ITEM 4. PURPOSE OF TRANSACTION. The information previously furnished in response to this item is amended to add the following: CMI acquired its shares of Common Stock from Itochu for investment purposes. CMI has no plans or proposals which relate to or would result in the occurrence of any of the transactions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information previously furnished in response to this item is amended to add the following: On November 28, 1997, CMI acquired 784,470 shares of Common Stock from Itochu at a price of 1,204.58 Yen per share pursuant to the terms of an Agreement, a translation of which is attached hereto as Exhibit 1 (the "Agreement"). Subsequent to the Agreement, Itochu beneficially owns 784,470 shares of Common Stock, and Itochu (by means of control of its wholly-owned subsidiary CMI) and CMI share beneficial ownership of 784,470 shares, for an aggregate 1,568,940 shares or 8.9% of the outstanding shares of Common Stock. Itochu retains sole voting and dispositive power with respect to 784,470 shares, and Itochu and CMI share voting and dispositive power with respect to an additional 784,470 shares of Common Stock. To the best knowledge of CMI, no director of CMI beneficially owns or has the right to acquire any shares of Common Stock and no director of CMI has effected any transaction in the shares of Common Stock in the last sixty days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Exhibit 1 Agreement (Translation) dated as of November 18, 1997 between Itochu Corporation and Century Medical, Inc. 2 Agreement Re Joint Filing. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 1, 1997 ITOCHU CORPORATION CENTURY MEDICAL, INC. By: /s/ Takashi Yamamura By: /s/ Mitsunari Suzuki Name: Takashi Yamamura Name: Mitsunari Suzuki Title: Executive Vice President Title: President & CEO SCHEDULE A DIRECTORS OF ITOCHU Minoru Murofushi Jay W. Chai Mr. Chai is a U.S. citizen whose business address is Itochu International Inc., 335 Madison Avenue, New York, New York 10017. Takashi Yamamura Ichiro Kanade Noboru Nishikawa Koji Nojima Masayoshi Fujiwara Uichiro Niwa Fumiaki Fujino Hiroshi Sumie Hiroyuki Yamaoka Katsuyuki Kanezaki Tetsusaburo Shirai Seizo Kano Nobuhiro Takahashi Motohiro Matsukura Takeshi Seino Takeo Onda Shogo Homma Keiichi Wakabayashi Masahiro Fukumoto Shiro Morita Nobuo Kobayashi Makoto Kato Yushin Okazaki Kakuichi Saegusa Sumitaka Fujita Hiromi Iizuka Tokuji Kayama Hirotaka Takechi Tadao Abe Junichi Taniyama Takeshi Kondo Mitsuaki Fukuda Yasuo Itsusima Kunio Tajiri Michio Tanabe Masahisa Naito Masaya Takei Hidekazu Suzaki Hiroshi Matsumoto Sumio Yanagidate Fujio Tanaka Ryuzo Ogino Kenji Harasawa Akira Yokota SCHEDULE B DIRECTORS OF CMI Mitsunari Suzuki Kenjiro Ichikawa Yasuo Kyotani Minefumi Yamada Hiroshi Matsumoto Mr. Matsumoto's principal occupation is serving as an officer of ITOCHU Corporation, whose business address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107, Japan. Shigehiro Okamoto Mr. Okamoto's principal occupation is serving as an officer of Healthcare-Tech Corporation, whose business address is 2-22-6, Ohashi, Meguro-Ku, Tokyo 153, Japan. Moritake Onuki Mr. Onuki's principal occupation is serving as an officer of ITOCHU Corporation, whose business address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107, Japan. Masaki Nakano Mr. Nakano's principal occupation is serving as an officer of ITOCHU Corporation, whose business address is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107 Japan. EXHIBIT 1 (TRANSLATION) AGREEMENT ITOCHU Corporation ("ITC") and Century Medical, Inc. ("CMI") hereby agree with respect to the change of ownership of shares of ATS Medical Inc. ("ATS") as of November 18, 1997 as follows: 1. Change of Ownership. ITC and CMI hereby agree to change the record ownership from ITC to CMI of 784,470 shares (the "Shares") of the 1,568,940 shares of common stock, US$0.01 par value per share, of ATS owned by ITC, for the price of 944,956,873 Yen. The amount of 944,953,673 Yen shall be remitted to the bank account designated by ITC on November 28, 1997. 2. Delivery of Shares. ITC shall deliver to CMI certificate(s) representing the Shares, as soon as practicable following the date of remittance. 3. Assignment of Rights. ITC hereby assigns to CMI and CMI hereby assumes all of ITC's rights and obligations under the Stock Purchase Agreement dated February 3, 1997, between ITC and ATS with regard to the Shares, effective at the time of the change of ownership of the Shares. 4. Consultation. Matters not stipulated in this Agreement or any ambiguity or controversy related hereto shall be settled by good faith consultation between ITC and CMI. In the event that an amicable settlement cannot be reached, the Tokyo District Court shall have sole jurisdiction over any claim brought pursuant thereto. IN WITNESS WHEREOF, ITC and CMI have caused this Agreement to be signed in their respective names in duplicate, and each party shall retain one copy. November 18, 1997 2-5-1, KITA-AOYAMA, MINATO-KU, 1-6-4, OSAKI, SHINAGAWA-KU, TOKYO TOKYO ITOCHU CORPORATION CENTURY MEDICAL, INC. (seal) (seal) We hereby certify on behalf of ITOCHU Corporation and Century Medical, Inc., respectively, that the attached document is a fair and accurate English-language translation of the original Japanese- language document. ITOCHU CORPORATION CENTURY MEDICAL, INC. By: /s/ Takashi Yamamura By: /s/ Mitsunari Suzuki Name: Takashi Yamamura Name: Mitsunari Suzuki Title: Executive Vice President Title: President & CEO EXHIBIT 2 AGREEMENT RE JOINT FILING Each of the undersigned hereby agrees, as required pursuant to Rule 13d-1(f)(1)(iii) under the Securities and Exchange Act of 1934, that this Schedule 13D/A is to be filed on behalf of each such party. ITOCHU CORPORATION By: /s/ Takashi Yamamura Name: Takashi Yamamura Title: Executive Vice President CENTURY MEDICAL, INC. By: /s/ Mitsunari Suzuki Name: Mitsunari Suzuki Title: President & CEO -----END PRIVACY-ENHANCED MESSAGE-----