-----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, WaEcZ7cwJTwPbRBXzy5mBOeLw3cuwvXlmUOH9BT65JNNnTIRMAEf4hr20PVGVBvr 2WX2L7BAE9QFkZgmRVW9cg== 0001104659-03-011678.txt : 20030604 0001104659-03-011678.hdr.sgml : 20030604 20030604104234 ACCESSION NUMBER: 0001104659-03-011678 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030603 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030604 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13543 FILM NUMBER: 03731505 BUSINESS ADDRESS: STREET 1: 350 OAK GROVE PARKWAY CITY: ST PAUL STATE: MN ZIP: 55127 BUSINESS PHONE: 6123152000 MAIL ADDRESS: STREET 1: 350 OAK GROVE PARKWAY CITY: ST PAUL STATE: MN ZIP: 55127 FORMER COMPANY: FORMER CONFORMED NAME: VERDE VENTURES INC DATE OF NAME CHANGE: 19880714 8-K 1 j1786_8k.htm 8-K

 

UNITED STATES
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 (date of earliest event reported):  June 3, 2003

 

 

Angeion Corporation

(Exact name of Registrant as specified in its charter)

 

Minnesota

001-13543

41-1579150

(State or other jurisdiction
Of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

 

350 Oak Grove Parkway
St. Paul, Minnesota

 

55127-8599

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (651) 484-4874

 

 



 

Items 1-6, 8, 10 and 11 are not applicable and therefore omitted.

 

Item 9.          Regulation FD Disclosure.  (Item 12. Disclosure of Results of Operations and Financial Condition)

 

Pursuant to Item 12 of Form 8-K, Disclosure of Results of Operations and Financial Condition, Angeion Corporation hereby furnishes a press release, issued on June 3, 2003, disclosing material non-public information regarding its results of operations for the three and six months ended April 30, 2003.

 

 

Item 7.          Financial Statements And Exhibits

 

99.1                           Press release dated June 3, 2003 reporting Angeion Corporation results of operations for the three and six months ended April 30, 2003.

 

2



 

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.

 

 

 

ANGEION CORPORATION

 

 

Dated: June 4, 2003

 

 

By:

  /s/ Dale H. Johnson

 

 

 

 

Dale H. Johnson

 

 

 

 

Chief Financial Officer

 

 

3


EX-99.1 3 j1786_ex99d1.htm EX-99.1

Exhibit 99.1

 

Angeion Corporation

 

 

350 Oak Grove Parkway

 

 

St. Paul, MN 55127 USA

 

 

Telephone: (651) 484-4874

 

 

Facsimile:  (651) 484-4826

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

Contact:

 

Richard Jahnke, President & CEO, (651) 484-4874

 

 

Bill Bartkowski, Bluefire Partners, (612) 344-1012

 

 

Angeion Corporation Reports Second Quarter FY 2003 Results

 

Company Reports Strong Revenue Growth and Narrower Net Loss for the Quarter

 

SAINT PAUL, Minn. (June 3, 2003) – Angeion Corporation (Nasdaq SC: ANGN) today reported results for its second quarter ended April 30, 2003.  Total revenue increased by over 12% to $4.5 million, compared to $4.0 million for the three months ended April 30, 2002.  The net loss for the three months ended April 30, 2003 was $633,000, or $0.18 per share, compared to a net loss of $1.0 million, or $0.29 per share, for the three months ended April 30, 2002.  The net loss for the three months ended April 30, 2002 included $510,000 of interest expense associated with the Company’s previously outstanding Notes.

 

For the six months ended April 30, 2003 revenue was $9.2 million, an increase of 8.2% from $8.5 million reported for the comparable fiscal 2002 period.  The net loss was $1.3 million, or $0.35 per share, compared to a net loss of $3.1 million, or $0.85 per share, for the six months ended April 30, 2003 and 2002, respectively.  The net loss for the six months ended April 30, 2002 included $1.0 million of Note interest expense and a loss of $678,000 associated with discontinued operations.

 

Rick Jahnke, President and Chief Executive Officer of the Company, stated, “We are pleased with the continued improvements in the fundamentals of our business.  Our cardiorespiratory products continue to show increases in U.S. demand over the prior year and this portion of our business is cash flow positive.  We also continue to make progress as we invest in the rollout of our New Leaf ® health and fitness weight loss training products.  These products help people achieve their weight loss goals through accurate measurements of their bodies’ metabolic response to exercise.  We have generated interest in several health club chains and hope to have initial installations in these chains by the end of the summer.”

 

Jahnke also noted the strength of the Company’s balance sheet at April 30, 2003.  “Even with our initial investment in the rollout of the New Leaf products, we have maintained a cash and cash equivalents balance of $4 million, or over $1.10 per share, with no debt.  We believe that we have the resources to take advantage of our market opportunities.”

 

A detailed discussion of the Company’s financial position, results of operations and “fresh start” accounting principles is contained in the Company’s Form 10-KSB for the ten months ended October 31, 2002, which was filed with the SEC on January 29, 2003 and the Company’s Form 10-QSB for the three months ended January 31, 2003, which was filed with the SEC on March 17, 2003. The Company emerged from Chapter 11 Bankruptcy after converting its outstanding debt to equity on October 25, 2002 and in early November 2002 changed its fiscal year to October 31.

 

- more -

 



 

 

Founded in 1986, Angeion Corporation acquired Medical Graphics (www.medgraphics.com) in December 1999.  Medical Graphics develops, manufactures and markets non-invasive cardiorespiratory diagnostic systems and related software for the management and improvement of cardiorespiratory health.  The Company has also introduced a line of health and fitness products, many of which are derived from Medical Graphics’ cardiorespiratory product technologies.  These products, marketed under the New Leaf Health and Fitness Brand (www.newleaf-online.com), help consumers effectively manage their weight and improve their fitness.  They are marketed to the consumer primarily through health and fitness clubs and cardiac rehabilitation centers.  For more information about Angeion, visit www.angeion-ir.com.

 

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 (i) the Company’s ability to successfully operate its Medical Graphics business including its ability to develop, improve and update its cardiorespiratory diagnostic products, (ii) the Company’s ability to successfully introduce its New Leaf products including its New Leaf Weight Loss Program, (iii) the Company’s ability to successfully defend itself from product liability claims related to its Medical Graphics and New Leaf products or claims associated with its prior cardiac stimulation products, (iv) the Company’s ability to protect its intellectual property, (v) the Company’s dependence on third party vendors and (vi)  the Company’s ability to comply with Nasdaq listing requirements, including maintenance of the $1.00 per share bid price.  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 other risk factors that are described from time to time in Angeion’s Securities and Exchange Commission reports, including but not limited to the Transition Report on Form 10-KSB for the ten-month period ended October 31, 2002, and subsequently filed reports.

 

– Financials follow –

 

2



 

Angeion Corporation and Subsidiaries
Condensed Consolidated Financial Statements
(In thousands, except per share data)

 

 

 

Three Months Ended
April 30,

 

Six Months Ended
April 30,

 

Consolidated Statements of Operations

 

2003

 

2002

 

2003

 

2002

 

Revenue

 

$

4,519

 

$

4,028

 

$

9,189

 

$

8,451

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

(633

)

(1,032

)

(1,257

)

(2,377

)

Loss from discontinued operations

 

 

 

 

(678

)

Net loss

 

(633

)

(1,032

)

(1,257

)

(3,055

)

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(0.18

)

$

(0.29

)

$

(0.35

)

$

(0.85

)

 

Consolidated Balance Sheets

 

 

 

 

 

April 30,
2003

 

October 31,
2002

 

Cash

 

 

 

 

 

$

4,019

 

$

4,434

 

Other current assets

 

 

 

 

 

6,483

 

6,280

 

Equipment and intangible assets

 

 

 

 

 

9,701

 

10,414

 

 

 

 

 

 

 

$

20,203

 

$

21,128

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

$

3,554

 

$

3,222

 

Shareholders’ equity

 

 

 

 

 

16,649

 

17,906

 

 

 

 

 

 

 

$

20,203

 

$

21,128

 

 

###

 

3


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