-----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, QkV6eSjVeuhE3T1GdNc9iJJyN4QD6FmKTqbAWdgB/dugYKggdQRpeBMsugRaFZe7 Qb/9PctP7pSjBCsYGfcDXw== 0000912057-99-010484.txt : 19991224 0000912057-99-010484.hdr.sgml : 19991224 ACCESSION NUMBER: 0000912057-99-010484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL GRAPHICS CORP /MN/ CENTRAL INDEX KEY: 0000352862 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411316712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09899 FILM NUMBER: 99779915 BUSINESS ADDRESS: STREET 1: 350 OAK GROVE PKWY CITY: ST PAUL STATE: MN ZIP: 55127-8599 BUSINESS PHONE: 6124844874 MAIL ADDRESS: STREET 1: 350 OAK GROVE PARKWAY CITY: ST PAUL STATE: MN ZIP: 55127-8599 8-K 1 FORM 8-K 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 DATE OF REPORT: DECEMBER 21, 1999 --------------------------------- (Date of Earliest Event Reported) MEDICAL GRAPHICS CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) MINNESOTA 0-9899 41-1316712 ---------------- ----------- ---------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of Incorporation) 350 OAK GROVE PARKWAY SAINT PAUL, MN 55127 --------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (651) 484-4874 ITEMS 1 -4, 6 AND 8 Not applicable. ITEM 5. OTHER EVENTS. On December 21, 1999, the shareholders of Medical Graphics Corporation ("Medical Graphics") approved the Agreement and Plan of Merger (the "Agreement") dated September 22, 1999, with Angeion Corporation ("Angeion"), a publicly held company headquartered in Minnesota, under which Angeion agreed to acquire all of the outstanding shares of Medical Graphics for $2.15 per share. The Merger became effective on December 21, 1999. ITEM 7. EXHIBITS 99.1 Press release dated December 21, 1999, announcing that Angeion had completed the acquisition of Medical Graphics Corporation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDICAL GRAPHICS CORPORATION By /s/ Richard E. Jahnke --------------------------------- Richard E. Jahnke Chief Executive Officer December 22, 1999 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 MINNEAPOLIS, Dec. 21 /PRNewswire/ -- Angeion Corporation (Nasdaq: ANGN - news) announced today that it has completed its previously announced acquisition of Medical Graphics Corporation (Nasdaq: MGCC - news), 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 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. -----END PRIVACY-ENHANCED MESSAGE-----