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U. S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the quarterly period ended September 30, 2000

OR

|/ / | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------

For the transition period from to  to

Commission file number 001-13543

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ANGEION CORPORATION(Exact name of registrant as specified in its charter)

Minnesota(State or other jurisdiction of
incorporation or organization)

41-1579150(I.R.S. Employer
Identification No.)


350 Oak Grove Parkway, Saint Paul, Minnesota 55127-8599(Address of principal executive offices)

Registrant's
telephone number, including area code:(651) 484-4874

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Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

As
of November 10, 2000, the Company had outstanding 3,465,725 shares of common stock, $.01 par value.

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## 

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

ANGEION CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
(unaudited, in thousands except share data)

|                                                  |                                                                                                                                                                 | September 30,
2000         |        | December 31,
1999 |       
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | ----------------- | ------
|Assets                                            |                                                                                                                                                                 |                            |        |                   |       
|Current assets:                                   |                                                                                                                                                                 |                            |        |                   |       
|                                                  | Cash                                                                                                                                                            |                            | $      | 8,802             |       
|                                                  | Accounts receivable, net of allowance for doubtful accounts of $144 and $100, respectively                                                                      |                            |        | 3,958             |       
|                                                  | Inventories                                                                                                                                                     |                            |        | 4,387             |       
|                                                  | Prepaid expenses and other current assets                                                                                                                       |                            |        | 430               |       
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|                                                  |                                                                                                                                                                 | Total current assets       |        |                   | 17,577
|Net non-current assets of discontinued operations |                                                                                                                                                                 |                            | 535    |                   |       
|Equipment and fixtures, net                       |                                                                                                                                                                 |                            | 2,030  |                   |       
|Deferred tax assets, net                          |                                                                                                                                                                 |                            | 1,760  |                   |       
|Intangible assets, net                            |                                                                                                                                                                 |                            | 10,409 |                   |       
|Other assets                                      |                                                                                                                                                                 |                            | 855    |                   |       
|Goodwill, net                                     |                                                                                                                                                                 |                            | 543    |                   |       
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|                                                  |                                                                                                                                                                 | $                          | 33,709 |                   | $     
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|Liabilities and Shareholders' Equity              |                                                                                                                                                                 |                            |        |                   |       
|Current liabilities:                              |                                                                                                                                                                 |                            |        |                   |       
|                                                  | Accounts payable                                                                                                                                                |                            | $      | 1,183             |       
|                                                  | Employee compensation                                                                                                                                           |                            |        | 569               |       
|                                                  | Deferred income                                                                                                                                                 |                            |        | 1,002             |       
|                                                  | Warranty reserve                                                                                                                                                |                            |        | 269               |       
|                                                  | Net current liabilities of discontinued operations                                                                                                              |                            |        | 486               |       
|                                                  | Other liabilities and accrued expenses                                                                                                                          |                            |        | 1,045             |       
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|                                                  |                                                                                                                                                                 | Total current liabilities  |        |                   | 4,554 
|Long-term debt                                    |                                                                                                                                                                 |                            | 20,198 |                   |       
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|Shareholders' equity:                             |                                                                                                                                                                 |                            |        |                   |       
|                                                  | Common stock, $.01 par value. Authorized 10,000,000 shares in 2000 and 7,500,000 in 1999; issued and outstanding 3,465,725 shares in 2000 and 4,105,718 in 1999 |                            |        | 35                |       
|                                                  | Additional paid-in capital                                                                                                                                      |                            |        | 123,896           |       
|                                                  | Cumulative translation adjustment                                                                                                                               |                            |        | (9                | )     
|                                                  | Accumulated deficit                                                                                                                                             |                            |        | (114,965          | )     
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|                                                  |                                                                                                                                                                 | Total shareholders' equity |        |                   | 8,957 
|                                                  |                                                                                                                                                                 |                            |        |                   |       
|                                                  |                                                                                                                                                                 | $                          | 33,709 |                   | $     
|                                                  |                                                                                                                                                                 |                            |        |                   |       

See
accompanying notes to financial statements

2

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ANGEION CORPORATION AND SUBSIDIARIES

Condensed Statements of Operations
(unaudited, in thousands except per share amounts)

|                                                         |                             | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |  
|-------------------------------------------------------- | --------------------------- | -------------------------------- | ------ | ------------------------------- | -
|
|Revenues                                                 |                             | $                                | 4,068  |                                 | $
|Cost of goods sold                                       |                             |                                  | 2,595  |                                 |  
|                                                         |                             |                                  |        |                                 |  
|Gross margin                                             |                             |                                  | 1,473  |                                 |  
|                                                         |                             |                                  |        |                                 |  
|Operating expenses:                                      |                             |                                  |        |                                 |  
|                                                         | Selling and marketing       |                                  |        | 1,187                           |  
|                                                         | General and administrative  |                                  |        | 680                             |  
|                                                         | Research and development    |                                  |        | 425                             |  
|                                                         | Amortization of intangibles |                                  |        | 294                             |  
|                                                         |                             |                                  |        |                                 |  
|                                                         |                             |                                  | 2,586  |                                 |  
|                                                         |                             |                                  |        |                                 |  
|Operating loss                                           |                             |                                  | (1,113 | )                               |  
|Other income (expense):                                  |                             |                                  |        |                                 |  
|                                                         | Interest income             |                                  |        | 134                             |  
|                                                         | Interest expense            |                                  |        | (511                            | )
|                                                         |                             |                                  |        |                                 |  
|Loss before taxes                                        |                             |                                  | (1,490 | )                               |  
|                                                         | Provision for taxes         |                                  |        |                                |  
|                                                         |                             |                                  |        |                                 |  
|Loss from continuing operations                          |                             |                                  | (1,490 | )                               |  
|Income (loss) from discontinued operations, net of taxes |                             |                                  | 22     |                                 |  
|                                                         |                             |                                  |        |                                 |  
|Net income (loss)                                        |                             | $                                | (1,468 | )                               | $
|                                                         |                             |                                  |        |                                 |  
|Net income (loss) per sharebasic                        |                             |                                  |        |                                 |  
|                                                         | Continuing operations       |                                  | $      | (0.43                           | )
|                                                         | Discontinued operations     |                                  |        | 0.01                            |  
|                                                         | Net income (loss)           |                                  |        | (0.42                           | )
|Net income (loss) per sharediluted                      |                             |                                  |        |                                 |  
|                                                         | Continuing operations       |                                  |        | (0.43                           | )
|                                                         | Discontinued operations     |                                  |        | 0.01                            |  
|                                                         | Net income (loss)           |                                  |        | (0.42                           | )
|                                                         |                             |                                  |        |                                 |  
|Weighted average common shares outstanding               |                             |                                  |        |                                 |  
|                                                         | Basic                       |                                  |        | 3,466                           |  
|                                                         | Diluted                     |                                  |        | 3,466                           |  
|                                                         |                             |                                  |        |                                 |  

See
accompanying notes to financial statements

3

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ANGEION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(unaudited, in thousands)

|                                      |                                                                                                                                                 | Nine Months Ended
September 30,                           |                                       
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------
|
|Cash flows from operating activities: |                                                                                                                                                 |                                                           |                                       
|                                      | Net income                                                                                                                                      |                                                           | $                                     
|                                      | Adjustments to reconcile net income to net cash flows provided (used) in operating activities net of operating assets and liabilities acquired: |                                                           |                                       
|                                      |                                                                                                                                                 | Income from discontinued operations                       |                                       
|                                      |                                                                                                                                                 | Depreciation and amortization                             |                                       
|                                      |                                                                                                                                                 | Compensation expenses on grant of stock and stock options |                                       
|                                      |                                                                                                                                                 | Changes in operating assets and liabilities:              |                                       
|                                      |                                                                                                                                                 |                                                           | Accounts receivable                   
|                                      |                                                                                                                                                 |                                                           | Inventory                             
|                                      |                                                                                                                                                 |                                                           | Prepaid expenses and other assets     
|                                      |                                                                                                                                                 |                                                           | Accounts payable                      
|                                      |                                                                                                                                                 |                                                           | Employee compensation                 
|                                      |                                                                                                                                                 |                                                           | Other liabilities and accrued expenses
|                                      |                                                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 | Net cash provided (used) in continuing operations         |                                       
|                                      |                                                                                                                                                 | Net cash provided (used) in discontinued operations       |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 | Net cash provided (used) in operating activities          |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|Cash flows from investing activities: |                                                                                                                                                 |                                                           |                                       
|                                      | Purchase of equipment and fixtures                                                                                                              |                                                           |                                       
|                                      | Investment in proprietary software                                                                                                              |                                                           |                                       
|                                      | Acquisition of operating assets                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 | Net cash used in continuing operations                    |                                       
|                                      |                                                                                                                                                 | Net cash provided from discontinued operations            |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 | Net cash provided (used) in investing activities          |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|Cash flows from financing activities: |                                                                                                                                                 |                                                           |                                       
|                                      | Net proceeds from issuance of debt and warrants                                                                                                 |                                                           |                                       
|                                      | Borrowings under bank line of credit                                                                                                            |                                                           |                                       
|                                      | Payments under bank line of credit                                                                                                              |                                                           |                                       
|                                      | Repayments of debt                                                                                                                              |                                                           |                                       
|                                      | Proceeds from stock transactions                                                                                                                |                                                           |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|                                      |                                                                                                                                                 | Net cash provided from financing activities               |                                       
|                                      |                                                                                                                                                 |                                                           |                                       
|Effect of exchange rate on cash       |                                                                                                                                                 |                                                           |                                      
|                                      |                                                                                                                                                 |                                                           |                                       
|Net increase in cash                  |                                                                                                                                                 |                                                           | 3,539                                 
|Cash at beginning of period           |                                                                                                                                                 |                                                           | 5,263                                 
|                                      |                                                                                                                                                 |                                                           |                                       
|Cash at end of period                 |                                                                                                                                                 | $                                                         | 8,802                                 
|                                      |                                                                                                                                                 |                                                           |                                       
|Cash paid for interest expense        |                                                                                                                                                 | $                                                         | 812                                   
|                                      |                                                                                                                                                 |                                                           |                                       

See
accompanying notes to financial statements

4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2000

(Unaudited)

1.  Basis of Presentation

The consolidated balance sheet as of September 30, 2000, the consolidated statements of operations for the three and nine months ended
September 30, 2000 and 1999, the consolidated statements of cash
flows for the nine months ended September 30, 2000 and 1999, and the related information presented in these notes have been prepared by management in accordance with accounting principles
generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X, without audit. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America
for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of results have been included. The balance sheet at December 31,
1999 was derived from the audited financial statements as of that date. Operating results for the three and nine month periods ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2000. For further information, refer to the financial statements and notes thereto included in Angeion Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999.

During
March 2000, Angeion Corporation announced the discontinuance of its historical business, the research, development, manufacturing and marketing of implantable
cardioverter defibrillators ("ICD"). Accordingly, the Company decided to pursue the license or transfer of its ICD technology and to discontinue the ICD product line. The last sales of these products
were made during the second quarter of 2000. Consequently, the ICD business is accounted for as a discontinued operation and amounts in the financial statements for all periods shown have been
restated to reflect discontinued operations accounting. Moreover, the Company is now focusing its efforts on the markets served by and business operations of its wholly-owned subsidiary, Medical
Graphics Corporation, and the acquisition and development of future businesses that contribute to shareholder value.

Comprehensive
income is a measure of all non-owner changes in shareholders' equity and includes such items as net income, certain foreign currency translation items,
minimum pension liability adjustments
and changes in the value of available-for-sale securities. For the three and nine months ended September 30, 2000 and 1999, comprehensive income (loss) for Angeion
Corporation was equivalent to net income (loss) as reported.

2.  Reclassifications

Certain amounts in Angeion's Form 10-Q for the three and nine month periods ended September 30, 1999 have been reclassified to
conform to the 2000 presentation. These reclassifications had no effect on net income or shareholders' equity as previously reported.

3.  Net Income (Loss) Per Share

Basic net income per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding during the period. Net income (loss)
per share assuming dilution reflects the potential dilution to basic net income per share that could occur upon conversion or exercise of securities, options, or other such items, to common shares
using the if-converted and treasury stock methods based upon the weighted-average fair value of the Company's common shares during the period.

5

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4.  Bank Line of Credit

The Company allowed the line of credit agreement between its subsidiary, Medical Graphics Corporation, and a bank to expire according to its terms as of
March 31, 2000.

5.  New Accounting Pronouncements

Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),Accounting for Derivative Instruments and Hedging
Activities, (as amended by SFAS No. 137 with respect to the effective date and SFAS No. 138 with respect to certain hedging activities) will be effective for the
Company in January, 2001. SFAS No. 133 requires all derivatives to be recognized as assets or liabilities on the balance sheet and measured at fair value on a
mark-to-market basis. The Company is currently evaluating SFAS No. 133, but does not expect that it will have a material effect on its financial statements.

In
December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101 which provides the staff's views in applying accounting
principles generally accepted in the United States of America to selected revenue recognition issues. As amended, SAB No. 101 is now effective no later than the fourth fiscal quarter of all
fiscal years beginning after December 15, 1999. The Company will be required to adopt the guidance of this bulletin no later than the fourth quarter of 2000. The Company believes that SAB
No. 101 will not have a material effect on its financial statements.

6

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements included in this Quarterly Report on Form 10-Q that are not historical or current facts are "forward-looking statements" made
pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially,
including the factors set forth in the Section entitled "Certain Risk Factors" in Part I, Item 1, "Business" of the Company's Form 10-K for the year ended December 31,
1999. Various forward-looking statements have been made in this Quarterly Report on Form 10-Q and may also be made in other Angeion reports filed under the Securities Exchange Act
of 1934, in its press releases and in other documents. In addition, from time to time, the Company through its management may make oral forward-looking statements.

Results of Operations

Angeion recorded a net loss of $1,468,000 for the three months ended September 30, 2000 compared to a net loss of $7,789,000 for the same period in
1999. These amounts included losses from continuing operations of $1,490,000 and $340,000 for the three months ended September 30, 2000 and 1999, respectively. Income from discontinued
operations was $22,000 for 2000 compared to a loss of $7,449,000 for 1999. Income from discontinued operations for the three months ended September 30, 2000 represents the net proceeds of
$52,000 from the sale of a patent, partially offset by discontinued operating expenses.

The
Company recorded net income of $6,525,000 for the nine months ended September 30, 2000 compared to $6,698,000 for the same period in 1999. These amounts included losses
from continuing operations of $4,560,000 and $1,533,000 for the nine months ended September 30, 2000 and 1999, respectively. Income from discontinued operations was $11,085,000 for 2000
compared to $8,231,000 for 1999. Income from discontinued operations is primarily due to the non-exclusive licensing of patent rights and sale of certain assets, partially offset by
discontinued operating expenses in both years while 1999 also includes proceeds from settlement of a lawsuit.

The
decision to discontinue the ICD product line represented a significant change for Angeion Corporation. As a result of the December 21, 1999 merger, Medical Graphics
Corporation ("Medical Graphics") now comprises a majority of the total assets of the Company and generates all of its sales. The Company is focusing its current efforts primarily on the markets served
by and business operations of Medical Graphics. Given that decision and Angeion's current focus, the following discussion is directed at the Company's subsidiary, Medical Graphics Corporation. Since
the accompanying consolidated statements of operations present 1999 activities of the ICD business under discontinued operations accounting rules and do not reflect operations of Medical Graphics
prior to the merger date, we have prepared the following table to include Medical Graphics as if it had been acquired on January 1, 1999. Moreover, 1999 includes $150,000 and $450,000 of
recurring Angeion general and administrative expenses for the three and nine months ended September 30, 1999, respectively. The following table summarizes selected financial data, as adjusted
to include Medical Graphics

7

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information, relating to ongoing operations of Angeion for the three and nine months ended September 30, 2000 and 1999.

|                    |                             | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |  
|------------------- | --------------------------- | -------------------------------- | ------ | ------------------------------- | -
|
|
|Revenues            |                             | $                                | 4,068  |                                 | $
|Gross margin        |                             |                                  | 1,473  |                                 |  
|                    |                             |                                  |        |                                 |  
|Operating expenses: |                             |                                  |        |                                 |  
|                    | Selling and marketing       |                                  |        | 1,187                           |  
|                    | General and administrative  |                                  |        | 680                             |  
|                    | Research and development    |                                  |        | 425                             |  
|                    | Amortization of intangibles |                                  |        | 294                             |  
|                    |                             |                                  |        |                                 |  
|                    |                             |                                  | 2,586  |                                 |  
|Operating loss      |                             | $                                | (1,113 | )                               | $
|                    |                             |                                  |        |                                 |  

Revenues

Revenues consist of product sales and service revenues. Product sales reflect sales of Medical Graphic's cardiopulmonary diagnostic and monitoring systems,
software and aftermarket sales of peripherals and supplies. Service revenues reflect contract revenues from extended warranties, non-warranty service visits and training.

Third
quarter total revenue decreased 28.6% to $4,068,000 in 2000 compared to $5,697,000 in 1999. This overall decrease was driven by domestic product revenue which decreased by 43.4%
to $2,667,000 in 2000 compared to $4,714,000 in 1999. International revenue increased by 58.3% to $779,000 in 2000 from $492,000 in 1999. Service revenue increased by 26.7% to $622,000 in 2000 from
$491,000 in 1999.

For
the nine months ended September 30, total revenue decreased 20.4% to $12,834,000 in 2000 from $16,128,000 in 1999. This decrease was primarily a result of domestic product
revenue decreasing 35.5% to $8,336,000 in 2000 from $12,934,000 in 1999. International revenue increased 51.9% to $2,659,000 in 2000 from $1,750,000 in 1999. Service revenue increased by 27.4% to
$1,839,000 in 2000 from $1,444,000 in 1999.

Both
the quarter and the year-to-date revenue have been influenced by similar business factors. The domestic decreases are due to lower software upgrade sales
associated with year 2000 compliance as well as decreases in customers' total capital budgets following months of heavy year 2000 compliance spending. The Company's decision to discontinue selling its
sleep diagnostic products in the second quarter of 2000 also contributed to the third quarter domestic revenue decrease compared to 1999. On balance, sales of domestic products, exclusive of sleep
diagnostic products, increased from the second to the third quarter of 2000 by 13.9%. International increases reflect the success of additional Company focus on returning international revenue to its
historical levels. Service revenue increases reflect a strengthened service department which allows the Company to service more customers directly and rely less on use of third party service
organizations.

Gross Margin

Gross margin percentage decreased to 36.2% of revenue for the three months ended September 30, 2000 compared to 47.6% for the same period of 1999. For
the nine months ended September 30, gross margin percentage decreased to 34.2% in 2000 from 45.4% in 1999. The margin

8

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decrease for both periods reflects several factors. Decreases for both periods reflect product mix changes due to lower sales of higher margin software upgrade products associated with year 2000
compliance as well as allocation of overhead expenses over a smaller base of product sales. Moreover, the year to date gross margin percentage decrease includes a second quarter $332,000 reduction in
the value of inventory related to an announced decision to discontinue distribution of sleep disorder diagnostic products.

Selling and Marketing

Selling and marketing expenses decreased 14.3% to $1,187,000 for the three months ended September 30, 2000 from $1,385,000 in 1999. For the nine months
ended September 30, selling and marketing expenses decreased 8.4% to $3,551,000 in 2000 from $3,875,000 in 1999. Both periods include significantly lower commissions and decreased travel and
selling expenses attributed to lower domestic revenue. The year to date decrease also reflects lower expenses associated with equipment demonstrations. These decreases are partially offset by
additional costs in support of our focus on international revenue.

General and Administrative

General and administrative expenses decreased by 15.1% to $680,000 for the three months ended September 30, 2000 from $801,000 in 1999. For the nine
months ended September 30, general and administrative expenses decreased by 5.8% to $2,036,000 in 2000 from $2,162,000 in 1999. Expenses for both year 2000 periods were lower due to decreased
personnel costs and directors' fees which were partially offset by higher legal expenses associated with on-going litigation. In addition, the year to date decrease is partially offset by
temporary additional expenses related to the integration of Medical Graphics.

Research and Development

Research and development expenses increased by 6.8% to $425,000 in the third quarter of 2000 from $398,000 for the same period in 1999. For the nine months
ended September 30, research and development expenses increased 4.1% to $1,243,000 in 2000 from $1,194,000 in 1999. The quarter and nine month periods both reflect continued use of
in-house software engineers rather than independent software contractors as part of our transition of product software to a Windows 98/NT platform. Both periods also include additional
expenses associated with the March 16, 2000 acquisition of AeroSport, Inc. products. Additionally, the 1999 costs associated with re-engineering the Medical Graphics
pulmonary function testing hardware are not being incurred in 2000.

Amortization of Intangibles

Amortization of intangibles represents the amortization of goodwill and other intangible assets associated with acquisitions.

Other Income (Expense)

Interest income shown on the consolidated statement of operations decreased to $134,000 for the three months ended September 30, 2000 compared to
$328,000 for 1999. For the nine months ended September 30, interest income decreased to $350,000 in 2000 from $753,000 in 1999. The decreases for both periods reflect lower excess cash balances
available for short term investment.

Interest
expense shown on the consolidated statement of operations for the three months ended September 30 decreased to $511,000 in 2000 compared to $518,000 in 1999. For the
nine months ended September 30, interest expense decreased to $1,595,000 in 2000 from $1,836,000 in 1999. Interest expense for 1999 includes the costs associated with $6,000,000 of term loans
received in January 1999

9

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and subsequently paid off in May 1999. The nine month decrease would be greater except for the minimum interest charges of $45,000 incurred during the first quarter for the Medical Graphics
bank line of credit that expired by its terms on March 31, 2000.

Income From Discontinued Operations

Income from discontinued operations of $22,000 shown on the consolidated statement of operations for the three months ended September 30, 2000 includes
one-time net proceeds of $52,000 related to the sale of a patent partially offset by $30,000 of other expenses related to discontinued operations.

For
the nine months ended September 30, 2000, income from discontinued operations of $11,085,000 also includes the first quarter one-time gain of $11,696,000, net
of taxes, related to the non-exclusive licensing of patent rights and sale of certain assets. The first and second quarter gains are partially offset by $593,000 of rental expenses
associated with the building previously used for the ICD products. Other expenses related to discontinued operations aggregated $152,000 for the nine months ended September 30, 2000.

Income
from discontinued operations for the nine months ended September 30, 1999 includes a one-time gain of $31,107,000 related to the settlement of a lawsuit and
granting of licensing rights. This gain was offset by losses sustained from Angeion's discontinued ICD business aggregating $7,449,000 and $22,876,000 for the three and nine months ended
September 30, 1999, respectively.

In
connection with its decision to discontinue the ICD products, the Company accrued rental expenses of $604,000 for the year ended December 31, 1999 representing unrecoverable
future rental obligations associated with the building used in conjunction with that business. The accrual represented management's estimate of the costs expected to be incurred until the building
could be sublet. In May 2000 the Company was successful in subletting and negotiating the termination of all future liabilities for approximately 64% of that building space. Accordingly, the
Company accrued the negotiated termination fee and updated its estimate of future rental costs which required recognition of additional rental expenses of $593,000 that were recorded during the first
quarter of 2000. Management's estimates with respect to unrecoverable future rental obligations are considered forward-looking statements and are subject to fluctuations in the real estate market.

Liquidity and Capital Resources

Angeion Corporation had cash of $8,802,000 and working capital of $13,023,000 as of September 30, 2000. During the nine months ended
September 30, 2000, the Company used $1,419,000 in cash for
continuing operations. Cash was provided by depreciation and amortization of $1,377,000, an $832,000 decrease in accounts receivable and $682,000 in lower inventory offset by cash used for decreases
of $272,000 and $130,000 in accounts payable and employee compensation, respectively. In addition, the Company used $3,076,000 in cash for discontinued operations which primarily included $888,000 for
building rental, $584,000 in transaction costs and $400,000 for final payroll expenses.

During
the nine months ended September 30, 2000, the Company generated $8,010,000 in cash from investing activities, primarily through $9,293,000 in cash generated from
discontinued operations, including a one-time payment of $9,000,000 for the non-exclusive licensing of patent rights to Medtronic, Inc. plus $293,000 from the sale of
assets related to discontinued operations. Cash was used to purchase the assets of AeroSport, Inc. for $468,000, to purchase $256,000 of equipment and fixtures and to increase the Company's
investment in proprietary software by $559,000.

At
September 30, 2000 the Company had no material commitments for capital expenditures. The Company believes that its cash flows from operations together with its existing cash
will be adequate to satisfy its liquidity and capital resource needs through 2000.

10

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company invests its cash in money market instruments or short-term investment grade securities. The Company believes that an increase of 100
basis points in prevailing interest rates would not have an adverse effect on its net income or financial position.

The
Company's product sales outside the United States are denominated in United States dollars. Accordingly, the Company believes its exposure to foreign exchange rate fluctuation is
minimal.

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## 

PART IIOTHER INFORMATION

Item 1.  Legal Proceedings

Note Holder Litigation

As previously reported, on September 24, 1999, U.S. Bank National Association, as Trustee on behalf of holders of Angeion 71/2% Senior
Convertible Notes due 2003 brought suit against the Company in Hennepin County District Court in the State of Minnesota. The lawsuit sought injunctive relief, a declaratory judgment, and breach of
contract and related relief, alleging that certain actions taken by Angeion in 1998 and 1999 constituted a sale of all or substantially all of Angeion's assets, and thereby constituted a Designated
Event under terms of the Indenture governing the Notes, thereby requiring repayment of the Notes.

On
November 30, 1999, the District Court denied the Trustee's request for a temporary injunction in this matter. On February 7, 2000, the District Court dismissed the
suit against Angeion, ruling that these transactions did not constitute the sale of all or substantially all of the assets of Angeion, that no Designated Event had occurred, and that the Note holders
were not entitled to prepayment of their Notes.

The
Trustee appealed both Orders to the Minnesota Court of Appeals. On August 15, 2000, the Minnesota Court of Appeals upheld the decision of the District Court denying
injunctive relief, but ruled that the District Court determination that the transaction did not constitute a sale of all or substantially all of the assets of Angeion was premature and reversed and
remanded the case for further discovery on that issue. The Court of Appeals also stated that the sale or license of patent rights could constitute a sale of all or substantially all of the assets of a
corporation.

On
September 14, 2000, Angeion petitioned the Minnesota Supreme Court for review of the decision of the Court of Appeals. In an order dated October 25, 2000, Angeion's
petition for further review was denied. Accordingly, the case will be returned to the District Court for further discovery.

Other Legal Matters

The Company is also subject to certain claims and lawsuits that have been filed in the ordinary course of business. It is management's opinion that the
settlement of all litigation would not have a material effect on the financial position of the Company.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

Beneficial Ownership of Common Stock

The following table sets forth information as of November 10, 2000 concerning the beneficial ownership of the common stock of the Company by
(i) the only shareholders known by the Company to own more than five percent of the common stock of the Company, (ii) each director of the

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Company, (iii) each current executive officer, and (iv) all executive officers and directors of the Company as a group.

|Name and Address
of Beneficial Owner                        |  | Shares of
Common
Stock(1) |  | Shares
Acquirable
within
60 days |  | Total   |  | Percentage |  
|----------------------------------------------------------- |  | ------------------------- |  | -------------------------------- |  | ------- |  | ---------- | -
|Arnold A. Angeloni                                          |  | 28,788                    |  | 8,300                            |  | 37,088  |  | 1.1        | %
|Dennis E. Evans(2)                                          |  | 30,895                    |  | 8,300                            |  | 39,195  |  | 1.1        | %
|James B. Hickey, Jr.                                        |  | 16,538                    |  | 3,000                            |  | 19,538  |  | *          |  
|Richard E. Jahnke                                           |  | 20,200                    |  | 50,000                           |  | 70,200  |  | 2.0        | %
|Dale H. Johnson                                             |  | 0                         |  | 3,000                            |  | 3,000   |  | *          |  
|John C. Penn                                                |  | 11,538                    |  | 3,000                            |  | 14,538  |  | *          |  
|Mark W. Sheffert                                            |  | 11,538                    |  | 3,000                            |  | 14,538  |  | *          |  
|Glen Taylor                                                 |  | 64,207                    |  | 8,300                            |  | 72,507  |  | 2.1        | %
|All executive officers and directors as a group (8 persons) |  | 183,704                   |  | 86,900                           |  | 270,604 |  | 7.6        | %

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Nasdaq National Market Listing

Angeion's common stock is traded on the Nasdaq National Market. Under the rules for continued inclusion on Nasdaq National Market, the market value of public
float of an issuer (shares held by persons other than directors, officers and ten percent beneficial holders at the closing bid price) must be at least $5,000,000. If an issuer fails to meet the
continued inclusion criteria for a period of 30 consecutive business days, the issuer will be notified by Nasdaq and have a period of 90 calendar days to achieve compliance with the standard.

The
Company has been notified by Nasdaq that the market value of the public float has declined below $5,000,000 for 30 consecutive business days. If Angeion does not meet the criteria
for continued inclusion on the Nasdaq National Market by mid January 2001, Angeion would be subject to delisting
from the Nasdaq National Market. In that event, the Company intends to file an application with Nasdaq to have its common stock quoted on the Nasdaq Small Cap Market.

Angeion
believes that its stock is undervalued in the market place. Shareholder's equity at September 30, 2000 is over $2.50 per share and of that over $8,000,000 is
represented in cash. In addition, the Company has previously announced that it is focusing its current efforts on the acquisition and development of future businesses that contribute to shareholder
value.

Item 6.  Exhibits and Reports on Form 8-K





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## 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|      |  |                   |  | ANGEION CORPORATION (Registrant)                                                                         
|----- |  | ----------------- |  | ---------------------------------------------------------------------------------------------------------
|Date: |  | November 14, 2000 |  | /s/RICHARD E. JAHNKERichard E. Jahnke President and Chief Executive Officer
(Principal Executive Officer)
|Date: |  | November 14, 2000 |  | /s/DALE H. JOHNSONDale H. Johnson Chief Financial Officer
(Chief Accounting Officer)                     

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## 

INDEX TO EXHIBITS

|Exhibit Number |  | Description             
|-------------- |  | ------------------------
|27             |  | Financial Data Schedule.

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