The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
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Item 1.
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Security and Issuer.
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Item 1 is hereby amended and restated to read as follows:
This statement relates to shares of the Common Stock, $0.10 par value per share (the “Shares”), of Angeion Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 350 Oak Grove Parkway, Saint Paul, Minnesota 55127-8599.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Norman H. Pessin and Sandra F. Pessin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The principal business address of each of the Reporting Persons is 366 Madison Avenue, 14th Floor, New York, New York 10017.
(c) Norman H. Pessin is an investor. Sandra F. Pessin is a housewife.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been 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.
(f) Each of the Reporting Persons is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 129,854 Shares owned directly by Norman H. Pessin is approximately $416,934, including brokerage commissions. The Shares owned directly by Norman H. Pessin were acquired with personal funds.
The aggregate purchase price of the 211,045 Shares owned directly by Sandra F. Pessin is approximately $740,424, including brokerage commissions. The Shares owned directly by Sandra F. Pessin were acquired with personal funds.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated to read as follows:
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to their Shares or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 4,116,956 Shares outstanding, which is the total number of Shares outstanding as of June 1, 2010 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on June 14, 2010.
As of the close of business on July 13, 2010, Norman H. Pessin owned directly 129,854 Shares, constituting approximately 3.2% of the Shares outstanding.
As of the close of business on July 13, 2010, Sandra F. Pessin owned directly 211,045 Shares, constituting approximately 5.1% of the Shares outstanding.
(b) Norman H. Pessin has sole voting and dispositive power with respect to the Shares he owns directly.
Sandra F. Pessin has sole voting and dispositive power with respect to the Shares she owns directly.
(c) Not applicable.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares,
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended and restated to read as follows:
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
99.1 Joint Filing Agreement by and between Norman H. Pessin and Sandra F. Pessin.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: July 13, 2010
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NORMAN H. PESSIN
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/s/ Sandra F. Pessin |
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SANDRA F. PESSIN
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