8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  February 11, 2004

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 1-4, 6, and 8-11 are not applicable and are therefore omitted.

Item 5.Other Information

The Bylaws of Angeion Corporation contain provisions limiting the purchase of shares of common stock by five percent beneficial holders or persons that would become five percent beneficial holders.  These provisions were adopted in connection with the approval of the Joint Modified Plan of Reorganization of Angeion Corporation dated as of September 4, 2002 (the “Plan”), which was approved by the Bankruptcy Court in October 2002.  The provisions were established to limit the possibility that an ownership change in the equity of the Company would limit or totally eliminate the ability of Angeion to take advantage of its pre-bankruptcy tax loss carry forwards, which approximated $129 million at October 31, 2003.

Specifically, Section 6.3 of the Angeion Bylaws provides that for a period of three years after the end of the fiscal year in which the Plan was confirmed, or until October 31, 2005, any purchase of common stock or any warrant or other rights to purchase common stock or securities convertible or exercisable into common stock by any person, entity or group acting in concert who owns, or who, as a result of such purchase could own, would own or would be treated as owning, five percent (5%) or more of the outstanding common stock or would otherwise be treated as a five percent (5%) shareholder within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, shall be void, insofar as it purports to transfer ownership of rights in respect of such stock to the purported transferee, unless the transfer is approved in advance by the Reorganized Board of Directors of Angeion.

In February 2004, Deephaven Capital Management LLC (“DCM”), on behalf of funds and accounts for which DCM serves as investment advisor (“Funds”), formally requested that the Board of Directors of Angeion Corporation approve the possible purchase by the Funds of up to 330,000 additional common shares of Angeion Corporation.  The purchase of an additional 330,000 common shares of Angeion Corporation would result in the Funds owning approximately 30% of Angeion Corporation’s outstanding common stock.  At February 11, 2004, the Funds owned 758,658 shares or approximately 21.1 percent of Angeion’s outstanding shares.  As of March 1, 2004, Angeion had 3,597,638 shares of common stock outstanding.  Angeion’s Board of Directors granted DCM’s request to purchase the additional shares on February 11, 2004.

DCM advised the Board that it may buy shares from time to time in the market, or otherwise, but did not make any commitment to purchase any minimum number of shares.  DCM also advised the Board that it would not purchase any shares until after Angeion announced its results for the quarter ended January 31, 2004, and Deephaven has not purchased any additional shares.  On March 11, 2004, Angeion announced its results for the quarter ended January 31, 2004 and filed its Form 10-Q for the quarter ended January 31, 2004 with the SEC.

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Item 7.Financial Statements And Exhibits

99.1Press release dated March 11, 2004 reporting Angeion Corporation results of operations for the three months ended January 31, 2004.

Item 12. Results of Operations and Financial Condition

Angeion Corporation hereby furnishes a press release, issued on March 11, 2004, disclosing material non-public information regarding its results of operations for the three months ended January 31, 2004.

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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: March 16, 2004

By:  /s/ Dale H. Johnson

Dale H. Johnson

Chief Financial Officer

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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:	Dale Johnson, Vice President & CFO, (651) 484-4874
	Bill Bartkowski, Bluefire Partners, (612) 344-1012

Angeion Corporation Reports First Quarter FY 2004 Results

SAINT PAUL, Minn. (March 11, 2004) — Angeion Corporation (Nasdaq SC: ANGN) today reported results for its first quarter ended January 31, 2004. Total revenue decreased by 2.5 percent to $4.6 million for the three months ended January 31, 2004 compared to $4.7 million for the same period in 2003. The net loss for the three months ended January 31, 2004 was $730,000, or $0.20 per share, compared to a net loss of $624,000, or $0.17 per share, for the three months ended January 31, 2003.

Rick Jahnke, President and Chief Executive Officer of the Company, stated, “While we are disappointed that both revenue and earnings were slightly lower than the prior year’s level, we believe that the lower revenue number is largely the result of certain U.S. customers’ budget deferrals. Our first quarter gross margins improved to 45.2 percent from 41.6 percent for the prior year due to a combination of improved operating efficiencies and the fact that last years margins were depressed by fresh-start accounting adjustments. However, our planned increases in operating expense for the development of new cardiorespiratory products and for marketing our New Leaf Health and Fitness products more than offset the improved margins and resulted in a slightly larger loss than in the prior year.

We introduced our CPX Ultima™ gas exchange metabolic cart system at a trade show in December 2003,” Jahnke continued. “The CPX Ultima incorporates an array of new technology and features resulting from our research and development efforts over the past year and will be marketed through existing sales and distribution networks worldwide. It is the first of a series of new product introductions planned to expand our existing market share and enable us to enter new markets. Shipments of the CPX Ultima to customers will begin during the second quarter of 2004.”

Jahnke also noted continued progress with the Company’s New Leaf Health and Fitness products. “The Company continues to refine its marketing efforts to establish and expand distribution in personal training studios, club chains, independent fitness centers and other retail outlets. We are in the process of expanding our distribution of New Leaf systems at several of the premier fitness club chains in the United States. In addition, in January we began a program to establish multiple New Leaf sites in selected metropolitan areas so that local promotion programs can be used effectively to create consumer demand for New Leaf products and services. We hope to begin to see the results of these combined efforts this spring.”

                A detailed discussion of the Company’s financial position and results of operations is contained in the Company’s Form 10-KSB for the year ended October 31, 2003, which was filed with the SEC on January 29, 2004 and the Form 10-QSB for the quarter ended January 31, 2004 which was filed with the SEC on March 11, 2004.

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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 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 personal training studios, health and fitness clubs and other exercise facilities. 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 successfully resolve all issues in connection with ELA Medical’s claim for reimbursement and the Company’s product liability insurance coverage (v) the Company’s ability to protect its intellectual property, and (vi) the Company’s dependence on third party vendors.  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 Annual Report on Form 10-KSB for the year ended October 31, 2003, and subsequently filed reports.

— Financials follow —

Angeion Corporation and Subsidiaries

Condensed Consolidated Financial Statements

(In thousands, except per share data)

	Three Months Ended January 31,
	2004			2003
Consolidated Statements of Operations
Revenue	$	4,555		$	4,670
Net loss	(730		)	(624		)
Net loss per share — basic and diluted	$	(0.20	)	$	(0.17	)
	January 31, 2004			October 31, 2003
Consolidated Balance Sheets
Cash	$	2,959		$	3,588
Other current assets	7,681			7,221
Equipment and intangible assets	8,756			9,068
	$	19,396		$	19,877
Current liabilities	$	5,000		$	4,755
Shareholders’ equity	14,396			15,122
	$	19,396		$	19,877

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