As filed with the Securities and Exchange Commission on June 4, 2012.

Registration No. 333-_____________

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________

 

ANGEION CORPORATION

(Exact name of registrant as specified in its charter)

 

Minnesota 41-1579150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

350 Oak Grove Parkway

Saint Paul, Minnesota 55127

(Address of principal executive offices and zip code)

____________________________

 

ANGEION CORPORATION

2003 Employee Stock Purchase Plan

(Full title of the Plan)

____________________________

 

      Copy to:  
  Robert W. Wolf   Thomas G. Lovett, IV  
  Chief Financial Officer   Lindquist & Vennum, P.L.L.P.  
  Angeion Corporation   4200 IDS Center  
  350 Oak Grove Parkway   80 South 8th Street  
  Saint Paul, Minnesota 55127   Minneapolis, Minnesota  55402  
  651-484-4874   612-371-3211  

(Name, address and telephone number, including area code, of agent for service)

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a smaller reporting company)		 Smaller reporting company ☒

CALCULATION OF REGISTRATION FEE

Title of

Securities to be Registered

 Amount to be
Registered (1)		 Proposed Maximum Offering
Price Per Share		 Proposed Maximum Aggregate Offering Price Amount of
Registration Fee
Common Stock, par value $.01 per share 100,000 $5.68 $568,000 $65.09
(1)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the closing price of the Company’s Common Stock on the Nasdaq Global Market on May 30, 2012.

 

 

 
 

INTRODUCTION

 

This Registration Statement on Form S-8 is filed by Angeion Corporation, a Minnesota corporation, (“Angeion” or the “Company”) to register 100,000 shares of its common stock issuable under its 2003 Employee Stock Purchase Plan.

 

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENTS BY REFERENCE

 

Angeion Corporation filed a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”) on December 23, 2002 (File No. 333-102171) covering the registration of 50,000 shares of the Common Stock under the Company’s 2003 Employee Stock Purchase Plan (the “2003 Plan”). The Company filed a subsequent Form S-8 Registration Statements to register an additional 50,000 shares on May 19, 2003 (File No. 333-105387). Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 100,000 shares authorized under the 2003 Plan. The contents of the prior Registration Statements are incorporated herein by reference.

 

PART I

 

Pursuant to the note to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

 

PART II

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

 

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2011;

 

(b)The Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012;

 

(c)The Company’s definite Proxy Statement dated April 11, 2012 for its 2012 Annual Meeting of Shareholders held May 30, 2012;

 

(d)All other reports filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the year ended October 31, 2009; and

 

(e)The description of the Company’s Common Stock to be offered pursuant to this Registration Statement is incorporated by reference to the Company’s Registration Statement on Form 8-A (File No. 0-17019), filed on October 28, 2002, including any amendment or report filed for the purpose of updating this description.

 

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of this offering of shares of Common Stock shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Item 4. Description of Securities.

 

The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 
 

Item 6. Indemnification of Directors and Officers.

 

Section 302A.521 of the Minnesota Statutes and Article 5 of the Company’s Amended and Restated Bylaws require, among other things, the indemnification of any person made or threatened to be made a party to a proceeding by reason of acts or omissions performed in the person’s official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including attorneys’ fees) if the person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best interests of the Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition in certain instances if a decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court. The Company also maintains insurance to assist in funding indemnification of directors and officers for certain liabilities.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit

 

4.1Angeion Corporation 2003 Employee Stock Purchase Plan, as amended, incorporated by reference to Appendix A to the definitive proxy statement dated April 11, 2012, and filed with the SEC on April 17, 2012 for the Annual Meeting of Shareholders held on May 31, 2012.
5.1Opinion of Lindquist & Vennum P.L.L.P.
23.1Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2Consent of Baker Tilly Virchow Krause, LLP, the Company’s Independent Registered Public Accounting Firm
24.1Power of Attorney (included on signature page)

 

Item 9. Undertakings.

 

(a)          The Company hereby undertakes to:

 

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

 

(b)          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication.

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vadnais Heights, State of Minnesota, on May 30, 2012.

 

  ANGEION CORPORATION  
       
  By  /s/ Gregg O. Lehman, Ph.D.  
    Gregg O. Lehman, Ph.D., President, Chief Executive Officer
and Director		  

 

POWER OF ATTORNEY

The undersigned officers and directors of Angeion Corporation hereby constitute and appoint Gregg O. Lehman, Ph.D. and Robert W. Wolf, each acting alone, with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on May 30, 2012.

 

/s/ Gregg O. Lehman, Ph.D.   Chief Executive Officer, President
Gregg O. Lehman, Ph.D.   (principal executive officer), Director
     
/s/ Robert W. Wolf   Chief Financial Officer (principal financial
Robert W. Wolf   and accounting officer), Corporate Secretary
     
/s/ Mark W. Sheffert   Chairman of the Board of Directors
Mark W. Sheffert    
     
/s/ John R. Baudhuin   Director
John R. Baudhuin    
     
/s/ Wendy D. Lynch   Director
Wendy D. Lynch    
     
/s/ Robert E. Munzenrider   Director
Robert E. Munzenrider    
     
/s/ Hendrik Struik   Director
Hendrik Struik