-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VF8h0iVKOvA/jufYHPhpN2NKIFJFqxv3ox3wyrnoHmUo+pMej3Kn3iGLbBuMVmn9 Hie2B9IgP7fAUo/Jw/MPMA== 0001116679-04-000213.txt : 20040212 0001116679-04-000213.hdr.sgml : 20040212 20040212142331 ACCESSION NUMBER: 0001116679-04-000213 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 GROUP MEMBERS: RHJ MANAGEMENT COMPANY LLC GROUP MEMBERS: RICE HALL JAMES & ASSOCIATES LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICE HALL JAMES & ASSOCIATES LLC CENTRAL INDEX KEY: 0001230765 IRS NUMBER: 431992529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 W BROADWAY STREET 2: SUITE 1000 CITY: SAN DIEGO STATE: CA ZIP: 92101-3383 BUSINESS PHONE: 6192399005 FORMER COMPANY: FORMER CONFORMED NAME: RICE JAMES HALL & ASSOCIATES LLC DATE OF NAME CHANGE: 20030502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICU MEDICAL INC/DE CENTRAL INDEX KEY: 0000883984 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330022692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44397 FILM NUMBER: 04590083 BUSINESS ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92769 BUSINESS PHONE: 9493662183 MAIL ADDRESS: STREET 1: 951 CALLE AMANELER CITY: SANCLEMENTE STATE: CA ZIP: 92769 SC 13G 1 icu13g.txt -------------------------------------- OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 14.90 -------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* ICU Medical, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class Securities) 44930G107 ------------------------------------ (CUSIP Number) December 31, 2003 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X|Rule 13d-1(b) |_|Rule 13d-1(c) |_|Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 9 Pages ................................... CUSIP No. 44930G107 ................................... - -------- ----------------------------------------------------------------------- NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 1 Rice Hall James & Associates LLC - -------- ----------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| - -------- ----------------------------------------------------------------------- SEC USE ONLY 3 - -------- ----------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------- ----------------------------------------------------------------------- SOLE VOTING POWER 5 594,855 ----- ----------------------------------------------------- NUMBER OF SHARED VOTING POWER SHARES 6 BENEFICIALLY 0 OWNED BY ----- ----------------------------------------------------- EACH REPORTING SOLE DISPOSITIVE POWER PERSON WITH 7 699,030 ----- ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 0 - -------- ----------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 699,030 - -------- ----------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) - -------- ----------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 5.1% - -------- ----------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IA, OO - -------- ----------------------------------------------------------------------- Page 3 of 9 Pages ................................... CUSIP No. 44930G107 ................................... - -------- ----------------------------------------------------------------------- NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 1 RHJ Management Company LLC - -------- ----------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| - -------- ----------------------------------------------------------------------- SEC USE ONLY 3 - -------- ----------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware ------- ----------------------------------------------------------------------- SOLE VOTING POWER 5 594,855 ----- ----------------------------------------------------- NUMBER OF SHARED VOTING POWER SHARES 6 BENEFICIALLY 0 OWNED BY ----- ----------------------------------------------------- EACH REPORTING SOLE DISPOSITIVE POWER PERSON WITH 7 699,030 ----- ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 0 - -------- ----------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 699,030 - -------- ----------------- ----------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE 10 INSTRUCTIONS) - -------- ----------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 5.1% - -------- ----------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 CO, OO - -------- ----------------------------------------------------------------------- Page 4 of 9 pages Item 1. (a) Name of Issuer ICU Medical, Inc. (b) Address of Issuer's Principal Executive Office 951 Calle Amanecer San Clemente, CA 92673 Item 2. (a) Name of Person Filing This statement is being filed by (i) Rice Hall James & Associates LLC, a Delaware limited liability company and registered investment adviser ("IA") and (ii) RHJ Management Company, LLC, a Delaware limited liability company ("RHJMC") (collectively, the "Reporting Persons"). RHJMC controls IA by virtue of its position as the majority member of IA. IA's beneficial ownership of the Common Stock is direct as a result of IA's discretionary authority to buy, sell, and vote shares of such Common Stock for its investment advisory clients. RHJMC's beneficial ownership of Common Stock is indirect as a result of its control of IA. The beneficial ownership of RHJMC is reported solely because Rules 13d-1(a) and (b) under the Securities Exchange Act of 1934, as amended, require any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specified class to file a Schedule 13G within the specified time period. The answers in blocks 5, 7, 9 and 11 above and in responses to item 4 by RHJMC are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by IA and the relationship of RHJMC to IA referred to above. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. (b) Address of Principal Business Office or, if none, Residence IA's and RHJMC's Principal Business Offices are located at: 600 West Broadway, Suite 1000 San Diego, CA 92101 (c) Citizenship IA is a Delaware limited liability company. RJHMC is a Delaware limited liability company. (d) Title of Class of Securities Common Stock Page 5 of 9 pages (e) CUSIP Number 44930G107 Item 3 If this statement is filed pursuant to Sections 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) (c) |_| Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |X| An investment adviser in accordance with Section 240.13D-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) |X| A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(114) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership
Common Stock: (a) Amount Beneficially Owned: 699,030 ------- (b) Percent of Class: 5.1% ---- (c) Number of shares as to which the joint filers have: (i) sole power to vote or to direct the vote: 594,855 ------- (ii) shared power to vote of to direct the vote: 0 - (iii) sole power to dispose or to direct the disposition of: 699,030 ------- (iv) shared power to dispose of or to direct the disposition of: 0 -
Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Page 6 of 9 pages Item 6. Ownership of More than Five Percent on Behalf of Another Person IA, a registered investment adviser, has the right or the power to direct the receipt of dividends from Common Stock, and to direct the receipt of proceeds from the sale of Common Stock to IA's investment advisory clients. No single investment advisory client of IA owns more than 5% of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company RHJMC is a parent holding company for purposes of the Schedule 13G. IA is RHJMC's direct subsidiary, and IA acquired the security being reported on by RHJMC. IA is a registered investment adviser. See Exhibit B. Item 8 Identification and Classification of Members of the Group Not applicable. Item 9 Notice of Dissolution of Group Not applicable. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-l (b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2004 RICE HALL JAMES & ASSOCIATES LLC By: /s/ Patricia Urbonya --------------------------- Patricia A. Urbonya Chief Operating Officer RHJ MANAGEMENT COMPANY, LLC By: /s/ Kevin Hamilton --------------------------- Kevin T. Hamilton Manager Page 8 of 9 pages EXHIBIT A --------- Identification and Classification of Members of the Group --------------------------------------------------------- Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, the members of the group making this joint filing are identified and classified as follows: Name Classification ---- -------------- Not applicable. Not applicable. Page 9 of 9 EXHIBIT B --------- Joint Filing Agreement Pursuant to Rule 13d-1 --------------------------------------------- This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Date: February 11, 2004 RICE HALL JAMES & ASSOCIATES LLC By: /s/ Patricia Urbonya --------------------------- Patricia A. Urbonya Chief Operating Officer RHJ MANAGEMENT COMPANY, LLC By: /s/ Kevin Hamilton --------------------------- Kevin T. Hamilton Manager -----END PRIVACY-ENHANCED MESSAGE-----