Angeion
Announces Receipt of NASDAQ Letter Regarding Listing Requirements; Company
Establishes Nominating Committee
SAINT PAUL, Minn. (August 18, 2005) — Angeion Corporation (NASDAQ
SC: ANGN) announced today that in a letter dated August 15, 2005, the
NASDAQ Listing Qualifications Department staff advised that Angeion
was not in compliance with NASDAQ listing requirements and that its
common stock would be de-listed from the NASDAQ Stock Market on August
24, 2005 unless the Company requested a hearing in accordance with NASDAQ
Marketplace Rules.
Specifically, NASDAQ staff advised Angeion that it was not in compliance
with the independent director requirements of NASDAQ. The requirements
that call for at least three independent directors became effective
on July 31, 2005. NASDAQ determined that Angeion’s Board of Directors
consists of four individuals, only two of whom are independent, thus
falling outside this NASDAQ requirement.
Prior to August 22, 2005, Angeion will request a hearing before a
NASDAQ Listing Qualifications Panel to review the staff determination.
This will postpone any action until after the hearing, which Angeion
expects to be scheduled sometime in September or October 2005.
There can be no assurance that the Panel will grant Angeion’s
request for continued listing. Yet, Angeion is hopeful that, apart from
the Hearing, it will achieve compliance with these NASDAQ Marketplace
Rules by adding a fifth director to its Board of Directors who is “independent”
as defined within the NASDAQ Rules. Company management noted that prior
to the NASDAQ notification letter, its Board of Directors had begun
a formal process of identifying qualified candidates to be added to
its Board.
Rodney A. Young, President and Chief Executive Officer of the Company,
stated, “Angeion has established a nominating committee consisting
of the two independent directors, Arnold A. Angeloni and John C. Penn.
They are in the process of reviewing candidates that would notably add
expertise to our Board, as well as enable us to comply with this NASDAQ
requirement.”
Mr. Young added, “Angeion had advised NASDAQ that due to the
provisions in its Articles of Incorporation that allow the Creditor’s
Committee from Angeion’s 2002 Chapter 11 Bankruptcy to designate
four members of the board of directors until January 1, 2006, Angeion
was a Controlled Company within the meaning of NASDAQ rules and therefore
exempt from most of the rules of independent directors. Clearly, by
its notification letter, NASDAQ disagreed with our conclusion.
“The timing of this NASDAQ requirement is unfortunate, considering
we were already in the process of evaluating and adding additional expertise
to our Board. Since we were planning to have a new director named by
January 1, 2006, this is merely causing us to accelerate the selection
process which the Board began a few months ago. We believe we will comply
in the very near-term by adding a qualified member to our Board of Directors
and possibly eliminate the need for a hearing with NASDAQ,” Young
concluded.
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.com.
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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
develop, improve and update its cardiorespiratory diagnostic products,
(ii) the Company’s ability to successfully introduce its New Leaf
health and fitness products, (iii) the Company’s ability to achieve
and maintain a level of revenue that enables it to attain profitability,
(iv) the Company’s ability to successfully defend itself from
product liability claims related to its Medical Graphics’ products
and claims associated with its prior cardiac stimulation products, v)
the Company's ability to successfully conclude its litigation against
Medmarc Casualty Insurance Company concerning the Company’s product
liability insurance coverage; (vi) the Company’s ability to protect
its intellectual property, and (vii) 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, 2004, and subsequently filed
reports.
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