-----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, HvnPHuPLmnDCp5sdk4sGw5NC9diINEbFPYWUzWg+xFPWbRAQ0M//G4rSb1sPDJ2S jhFlI1DwmZELwl5xq5eYlg== /in/edgar/work/20000526/0000902595-00-000062/0000902595-00-000062.txt : 20000919 0000902595-00-000062.hdr.sgml : 20000919 ACCESSION NUMBER: 0000902595-00-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATS MEDICAL INC CENTRAL INDEX KEY: 0000824068 STANDARD INDUSTRIAL CLASSIFICATION: [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: 644419 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: LAXER RANDY CENTRAL INDEX KEY: 0001115360 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: AKASAKA TWIN TWR E 14F 107 0052 2 17 22 CITY: MINATO-KU JAPAN BUSINESS PHONE: 81-3-3497-2121 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: AKASAKA TWIN TWR E 14F 107 0052 2 17 22 CITY: MINATO-KU TOKYO JAPA SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ATS Medical, Inc. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 002083 10 3 (CUSIP number) Randy S. Laxer, Esq. O'Melveny & Myers LLP Akasaka Twin Tower, 14F 2-17-22, Akasaka, Minato-ku, Tokyo 107-0052 Japan (813) 5562-2800 (Name, address and telephone number of person authorized to receive notices and communications) January 28, 2000 (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) (b[x]) 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 172,300 SHARES 8 SHARED VOTING POWER 172,300 SHARES 9 SOLE DISPOSITIVE POWER 172,300 SHARES 10 SHARED DISPOSITIVE POWER 172,300 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,770 SHARES (392,470 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) 3.2% 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) (b[x]) 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 392,470 SHARES 9 SOLE DISPOSITIVE POWER 0 SHARES 10 SHARED DISPOSITIVE POWER 392,470 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,470 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) 2.2% 14 TYPE OF REPORTING PERSON (See Instructions) CO This Schedule 13D/A (Amendment No. 2) amends and supplements the Statement on Schedule 13D dated as of February 7, 1997 (the "Statement") and Amendment No.1 of the Statement on Schedule 13D dated as of November 28, 1997 by Itochu Corporation ("Itochu") and Century Medical, Inc. ("CMI") 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. Item 3. Source and Amount of Funds or Other Consideration. N/A Item 4. Purpose of Transaction. N/A Item 5. Interest in Securities of the Issuer. The information previously furnished in response to this item is amended to add the following: During the period starting on January 17, 2000 and ending on March 13, 2000, Itochu sold a total of 612,170 shares of Common Stock on NASDAQ. During the period starting on December 21, 1999 and ending on January 14, 2000, CMI sold a total of 392,000 shares of Common Stock on NASDAQ. Subsequent to such transfers, Itochu beneficially owns 172,300 shares of Common Stock, and Itochu (by means of control of its wholly-owned subsidiary CMI) and CMI share beneficial ownership of 392,470 shares, for an aggregate 564,770 shares or 3.2% of the outstanding shares of Common Stock. Itochu retains sole voting and dispositive power with respect to 172,300 shares, and Itochu and CMI share voting and dispositive power with respect to an additional 392,470 shares of Common Stock. As of January 28, 2000 Itochu and Itochu (by means of control of its wholly-owned subsidiary CMI) and CMI ceased to be the beneficial owners of more than five percent of Common Stock. Item 7. Material to be Filed as Exhibits. Exhibit No. Exhibit 1 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: May 1, 2000 ITOCHU CORPORATION CENTURY MEDICAL, INC. By: /s/ Mitsuaki Fukuda By: /s/ Hiroshi Matsumoto Name: Mitsuaki Fukuda Name: Hiroshi Matsumoto Title: Senior Managing Director 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 York10017. Uichiro Niwa Hiroshi Sumie Masahisa Naito Tetsusaburo Shirai Seizo Kano Keiichi Wakabayashi Makoto Kato Yushin Okazaki Kakuichi Saegusa Sumitaka Fujita Junichi Taniyama Masaya Takei Takeshi Kondo Mitsuaki Fukuda Yasuo Itsushima Kunio Tajiri Sumio Yanagidate Ryuzo Ogino Kenji Harasawa Akira Yokota Toshitaka Konishi Motoyuki Katsube Akio Shigetomi Shigeji Ono Yoshio Yoshino Kiyomi Yamada Toshio Konishi Schedule B Directors of CMI Hiroshi Matsumoto Masaki Nakano Yasuo Kyotani Teiji Shima Shunzo Saegusa Yoshisada Tanaka Mr. Tanaka'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. Kazuo Nozaki Mr. Nozaki'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 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/ Mitsuaki Fukuda Name: Mitsuaki Fukuda Title: Senior Managing Director CENTURY MEDICAL, INC. By: /s/ Hiroshi Matsumoto Name: Hiroshi Matsumoto Title: President & CEO -----END PRIVACY-ENHANCED MESSAGE-----