-----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, Leq0ewyJbVeEsOmWVtrWz689p1HjcsSyd4Urh9gGNWIErH+8RHwy3AJ24WQYM7gT e0PJmhZe6Ipuw+WH2HGDdA== 0000889812-97-002702.txt : 19971222 0000889812-97-002702.hdr.sgml : 19971222 ACCESSION NUMBER: 0000889812-97-002702 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971219 SROS: NONE 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: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40187 FILM NUMBER: 97741284 BUSINESS ADDRESS: STREET 1: 3650 ANNAPOLIS LN STREET 2: STE 170 CITY: MINNEAPOLIS STATE: MN ZIP: 55447-5434 BUSINESS PHONE: 6125509388 MAIL ADDRESS: STREET 1: 3650 ANNAPOLIS LANE STREET 2: SUITE 170 CITY: PLYMOUTH STATE: MN ZIP: 55447-5434 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 BUSINESS ADDRESS: STREET 1: 22 AVENUE GALILEE STREET 2: 92350 LE PLESSIS ROBINSON CITY: FRANCE STATE: I0 ZIP: 00000 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP 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. ________)1 Angeion Corporation --------------------------------------------- (Name of Issuer) 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) December 9, 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 |_|. 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. - ---------------------------- 1 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). Page 2 of 13 Pages 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 3,602,253 Shares --------------------------------------------------------- Beneficially 8 Shared Voting Power Owned By 0 Each --------------------------------------------------------- Reporting 9 Sole Dispositive Power Person 3,602,253 With --------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,602,253 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 10.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- - --------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 13 Pages Item 1. Security and Issuer. This Statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Angeion Corporation, a Minnesota corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3650 Annapolis Lane, Suite 170, Plymouth, MN 55447-5434. Item 2. Identity and Background. (a), (b), (c) and (f) The name of the person filing this Schedule 13D is Synthelabo, a societe anonyme organized and existing under the laws of France ("Synthelabo", also sometimes hereinafter referred to as the "Reporting Person"). Synthelabo's principal business address is 22 avenue Galilee, 92352 Le Plessis-Robinson Cedex, France. Synthelabo is principally engaged in the pharmaceuticals business, specializing in the central nervous system, cardiovascular, urology and gastroenterology fields. L'Oreal, S.A., a societe anonyme organized and existing under the laws of France ("L'Oreal") owns approximately 56.7% of the voting stock of Synthelabo. L'Oreal's principal business address is 41 rue Martre, 92117 Clichy Cedex, France. L'Oreal is principally engaged in the cosmetics business. Gesparal S.A., a societe anonyme organized and existing under the laws of France ("Gesparal") owns approximately 53.65% of the voting stock of L'Oreal. Gesparal's principal business address is 14 rue Royale, 75001 Paris, France. Gesparal is a holding company. Mme. Liliane Bettencourt owns approximately 51% of the voting stock of Gesparal. L'Oreal, Gesparal and Mme. Bettencourt are hereinafter referred to as the "Related Persons." Schedule A sets forth with respect to each executive officer and director of each of the Reporting Person and the Related Persons, such person's name, business address and principal employment, the name and address of any business corporation or other organization in which such employment is conducted and such person's citizenship. (d) and (e) Neither the Reporting Person nor, to the best of its knowledge, any of the persons listed on Schedule A hereto, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. As of December 9, 1997, Synthelabo purchased, for $15,000,000, 2,251,408 shares of the Common Stock of the Issuer and a Common Stock Purchase Warrant (the "Warrant") entitling Synthelabo to purchase an additional 1,350,845 shares of the Common Stock of the Issuer pursuant to an 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 the funds for such payment was working capital of Synthelabo. Page 4 of 13 Pages Item 4. Purpose of Transaction. Synthelabo acquired the 2,251,408 shares of the Common Stock and the Warrant of the Issuer for investment purposes and in connection with a strategic relationship formed between Synthelabo and the Issuer which includes a joint venture between the Issuer and an indirect, wholly owned subsidiary of Synthelabo and other commercial relationships. The Investment Agreement provides that Synthelabo may receive additional shares of the Common Stock at a point in the future if the market price of the Issuer's Common Stock is less than $5.125 at the applicable measurement date. In addition, pursuant to the Investment Agreement, Synthelabo must make additional purchases of Common Stock and warrants to purchase Common Stock of the Issuer in the future for an additional aggregate consideration of up to $15,000,000 in three installments of $5,000,000 each upon the attainment by the Issuer of certain milestones. The number of shares of Common Stock purchased, if any, at a subsequent closing shall be calculated by dividing $5,000,000 by a per share price representing a 20% to 30% premium over the then current market price ("Future Market Price"). The number of shares subject to warrants at such subsequent closing will be 60% of the number of shares purchased at such closing and will have an exercise price equal to the relevant Future Market Price. Synthelabo may also sell all or a portion of its shares of Common Stock in open-market or private transactions, depending upon 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 as a member of the Issuer's board of directors. Except as otherwise indicated above, the Reporting Person has 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 in the future. Item 5. Interest in Securities of the Issuer. (a) Synthelabo is the direct beneficial owner of 3,602,253 shares of the Common Stock of the Issuer, 2,251,408 shares currently held by Synthelabo and 1,350,845 shares subject to the Warrant, which constitute approximately 10.5% of the issued and outstanding shares of the Common Stock of the Issuer based upon information contained in the Issuer's quarterly report on Form 10-Q for the period ended October 31, 1997 and filed on December 15, 1997. L'Oreal owns approximately 56.7% of the voting stock of Synthelabo, with the remainder held by public shareholders. Gesparal holds approximately 53.65% of the voting stock of L'Oreal. Mme. Liliane Bettencourt owns 51% of the voting stock of Gesparal. (b) Synthelabo has sole power to vote and dispose of all of the shares beneficially owned by it as reported above. (c) Synthelabo acquired as of December 9, 1997, in a privately negotiated transaction, 2,251,408 shares of Common Stock of the Issuer and the Warrant to purchase 1,350,845 shares of Common Stock of the Issuer, (subject to adjustment if the market price of the Issuer's Common Stock is less than $5.125) for an aggregate purchase price of Page 5 of 13 Pages $15,000,000. This equates to a price for 1 share of Common Stock and a warrant for 0.6 shares of Common Stock of $6.6625. The exercise price of the Warrant is $6.6625 per share, (subject to adjustment if the market price of the Issuer's Common Stock is less than $5.125). Except for the transaction described above, there have been no transactions in the shares of the Common Stock of the Issuer by any of the Reporting Person, the Related Persons or any of the executive officers or directors identified in response to Item 2 during the 60 days preceding the filing of this statement on Schedule 13D. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Investment Agreement, Synthelabo has entered into a standstill agreement with the Issuer under which Synthelabo has agreed not to acquire additional securities of the Issuer except in accordance with the standstill provisions of the Investment Agreement, not to solicit or participate in the solicitation of proxies or any election contest, form or join a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 with respect to the Issuer's securities or to otherwise attempt to acquire control of the Issuer. Notwithstanding the foregoing, pursuant to the Investment Agreement, Synthelabo may make certain proposals to the disinterested directors of the Issuer to acquire additional shares of the Issuer which purchases may or may not be sufficient to give Synthelabo control of the Issuer. Synthelabo also has the right to participate in any process initiated by the Issuer to make proposals or negotiate to transfer control of the Issuer to a third party. In addition, the standstill provisions will not apply if a third party acquires a specified percentage ownership of the Issuer or launches a tender offer for in excess of 50% of the voting securities of the Issuer. Synthelabo has also agreed to certain restrictions on its right to dispose of or transfer its shares other than in registered offerings. Under certain circumstances Synthelabo has the right to demand registration of its shares of Common Stock or to have its shares of Common Stock included in a registration undertaken by the Issuer. The Investment Agreement also provides Synthelabo with certain share maintenance rights with respect to any future offerings of voting securities of the Issuer as well as certain anti-dilution rights with respect to its holdings of the Common Stock of the Issuer. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons referred to in Item 2 of this Schedule 13D or between such persons and any other person with respect to any of the securities of the Issuer, including, but not limited to, any relating to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Page 6 of 13 Pages Item 7. Materials to Be Filed as Exhibits. 1. Amended and Restated Investment and Master Strategic Relationship Agreement, between Synthelabo and Angeion Corporation, dated as of October 9, 1997 (together with Exhibits A-1, A-2, A-3, A-4 and A-5 thereto, the "Investment Agreement". The other exhibits to the Investment Agreement are omitted since they are unrelated to Item 6 matters.) (incorporated by reference to Exhibits 10.1, 10.7, 10.8, 10.9, 10.10 and 10.11 respectively, contained in the Issuer's Quarterly Report on Form 10-Q for the period ended October 31, 1997 filed on December 15, 1997). [remainder of page intentionally blank] Page 7 of 13 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 19, 1997 SYNTHELABO By: /s/ H. Guerin -------------------------- Name: Herve Guerin Title: President du Conseil d'Administration Page 8 of 13 Pages SCHEDULE A 1. DIRECTORS AND EXECUTIVE OFFICERS OF SYNTHELABO
Name and Principal Present Principal Business Address; Position with Employment if not Citizenship Synthelabo Stated at Left - ----------- ---------- -------------- Herve Guerin President 17 avenue de Madrid du Conseil 92200 Neuilly sur Seine, d'Administration France Citizenship: French Pierre Castres Saint-Martin Administrateur et Directeur General 11 rue Porto Riche Vice-President Adjoint de L'Oreal 92190 Meudon, France Citizenship: French Jacques Baetz Administrateur 57 rue de Plaisance 92250 La Garenne-Colombes, France Citizenship: French Regis Dufour Administrateur 32 chemin de la Foret Vice-President Executif 78860 Saint Nom la Breteche, France Citizenship: French Pierre Meneau Administrateur Gerant de G.D.I.E. 1 Allee des Sequoias Corene Montfleury 38700 La Tronche, France Citizenship: French Yves Faivre Administrateur Directeur Economique 88 rue la Fontaine de L'Oreal 75016 Paris, France Citizenship: French Pierre Lepienne Administrateur Le Moulin du Patis Vice-President Executif 02570 Chezy sur Marne, France Citizenship: French Carlos Pomaret Administrateur President de l'Action Sociale Le Petit Heurteloup Pharmaceutique Longnes 78980 Breval, France Citizenship: French
Page 9 of 13 Pages Gerard Chouraqui Administrateur Directeur General Adjoint de L'Oreal 58 boulevard du General en charge de la Division des Produits Leclerc Publics 92200 Neuilly sur Seine, France Citizenship: French
2. DIRECTORS AND EXECUTIVE OFFICERS OF L'OREAL
Name and Principal Present Principal Business Address; Position with Employment if not Citizenship L'Oreal Stated at Left - ----------- ------- -------------- Lindsay Owen-Jones President du Conseil 14 rue Royale d'Administration 75008 Paris, France Citizenship: U.K. Pierre Castres Saint Martin Administrateur et 14 rue Royale Directeur General 75008 Paris, France Adjoint Citizenship: French Francois Dalle Administrateur President de l'Institut International de Villa Clairefontaine l'Innovation et de la Prospective 14 chemin du Nant d'Argent CH-1223 Cologny, Switzerland Citizenship: French Jose Daniel Gubert Administrateur Directeur General de Nestle SA Suisse Chemin de Plantaz, 65 CH-1095 Lutry, Switzerland Citizenship: Spanish Guy Landon Administrateur President de Artcurial SA 14 rue Royale 75008 Paris, France Citizenship: French Marc Ladreit de Lacharriere Administrateur President de Fimalac SA 7 rue Boissonnade 75004 Paris, France Citizenship: French Olivier Lecerf Administrateur President de Financiere Lafarge SA 8 rue Guy de Maupassant 75116 Paris, France Citizenship: French Helmut Maucher Administrateur President de Nestle SA Suisse 9 chemin de la Fin 1802 Corseaux Canton de Vaud, Switzerland Citizenship: German
Page 10 of 13 Pages Jean-Pierre Meyers Administrateur Membre du Comite Strategique 3 Rond Point Saint James et Vice-President Gesparal/L'Oreal 92200 Neuilly sur Seine, France Citizenship: French Jacques P. Vizioz Administrateur President de Moria SA 8 avenue Leon Heuzey 75016 Paris, France Citizenship: French Liliane Bettencourt Administrateur Business Woman 18 rue de Labordere 92200 Neuilly sur Seine, France Citizenship: French Edouard de Royere Administrateur Administrateur de Air Liquide SA 4 rue de Chanaleilles 75007 Paris, France Citizenship: French Francoise Bettencourt-Meyers Administrateur Administrateur de Gesparal SA 5 rue du 8 mai 1945 92110 Clichy, France Citizenship: French Peter Brabeck-Letmathe Administrateur Directeur General de Nestle SA Suisse 55 avenue Nestle CH-1800 Vevey, Switzerland Citizenship: Austrian
Page 11 of 13 Pages 3. DIRECTORS AND EXECUTIVE OFFICERS OF GESPARAL
Name and Principal Present Principal Business Address; Position with Employment if not Citizenship Gesparal Stated at Left - ----------- -------- -------------- Andre Bettencourt President du Conseil 18 rue de Labordere d'Administration 92200 Neuilly sur Seine, France Citizenship: French Francois Dalle Administrateur President de l'Institut International de Villa Clairefontaine et Vice-President l'Innovation et de la Prospective 14 chemin du Nant d'Argent CH-1223 Cologny, Switzerland Citizenship: French Oswald Helmut Maucher Administrateur President de Nestle SA Suisse 9 chemin de la Fin et Vice-President 1802 Corseaux Canton de Vaud, Switzerland Citizenship: German Jose Daniel Gubert Administrateur Directeur General de Nestle SA Suisse Chemin de Plantaz, 65 CH-1095 Lutry, Switzerland Citizenship: Spanish Liliane Bettencourt Vice President et Business Woman 18 rue de Labordere Administrateur 92200 Neuilly sur Seine, France Citizenship: French Francoise Bettencourt-Meyers Administrateur 3 Rond Point Saint James 92200 Neuilly sur Seine, France Citizenship: French Jean-Pierre Meyers Administrateur Vice-President de L'Oreal 3 Rond Point Saint James 92200 Neuilly sur Seine, France Citizenship: French Lindsay Owen-Jones Administrateur President du Conseil d'Administration de L'Oreal 21 rue du Bois de Boulogne 92200 Neuilly sur Seine, France Citizenship: U.K.
Page 12 of 13 Pages Peter Brabeck-Letmathe Administrateur Directeur General de Nestle SA Suisse 55 avenue Nestle CH-1800 Vevey, Switzerland Citizenship: Austrian Francisco Castaner Administrateur 55 avenue Nestle CH-1800 Vevey, Switzerland Citizenship: Spanish
4. (a) Name: Madame Liliane Bettencourt (b) Residence or Business Address: 18 rue de Labordere, 92200 Neuilly Sur Seine, France (c) (i) present principal occupation or employment: Business Woman (ii) name, principal business and address of any corporation or other organization in which such employment is conducted: N/A Page 13 of 13 Pages EXHIBIT INDEX Page Exhibit Number - ------- ------ 1. Amended and Restated Investment and Master Strategic Incorporated by Relationship Agreement, between Synthelabo and reference to Angeion Corporation, dated as of October 9, 1997. Exhibits 10.1, (together with Exhibits A-1, A-2, A-3, A-4 and A-5 10.7, 10.8, thereto, the "Investment Agreement") (the other 10.9, 10.10 and Exhibits are omitted since they are unrelated to 10.11 to Issuer's Item 6 matters).* Quarterly Report on Form 10-Q for the period ended October 31, 1997, filed on December 15, 1997. - -------- * Portions of each exhibit have been omitted pursuant to requests for confidential treatment by the Issuer and Synthelabo. -----END PRIVACY-ENHANCED MESSAGE-----