-----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, G6Qgw5hhALLgM2iV0CdVpzAf9/9LZmLndzXS4k4pDK2ikFdfhnWJH+euU56wGMVc kZSiilpOSFGMVOfdRU2CSw== 0000914233-97-000110.txt : 19970805 0000914233-97-000110.hdr.sgml : 19970805 ACCESSION NUMBER: 0000914233-97-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970720 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970804 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTAH MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0000706698 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870342734 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12575 FILM NUMBER: 97651102 BUSINESS ADDRESS: STREET 1: 7043 S 300 WEST CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015661200 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 20, 1997 Commission File No. 1-12575 UTAH MEDICAL PRODUCTS, INC. (Exact name of Registrant as specified in its charter) UTAH 87-0342734 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7043 South 300 West Midvale, Utah 84047 Address of principal executive offices Registrant's telephone number: (801) 566-1200 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS a) On July 20, 1997, Utah Medical Products, Inc. ("UM" or "the Company") and Columbia Medical & Surgical, Inc. (CMI) entered into a purchase agreement under which UM purchased all of the common shares of CMI, a privately held corporation located in Redmond, Oregon. CMI is the leading manufacturer and marketer of vacuum-assisted obstetrical delivery systems in the U.S. UM is the leading manufacturer and marketer of intrauterine pressure monitoring catheters used by obstetricians during higher risk childbirths. Operative vaginal deliveries provide knowledgeable physicians with an alternative to C-section intervention. In operative vaginal deliveries, either forceps or a vacuum-assisted extraction system are used to deliver a baby. UM estimates that vacuum-assisted extraction, now the preferred approach, is presently used for about 8-10% of all U.S. births. Columbia Medical estimates it has achieved a 50% share of the market for vacuum-assisted products, a large component of which are disposable extraction cups. Although vacuum extraction historically has enjoyed even greater acceptance overseas than in the U.S., Columbia Medical does not have significant sales outside the U.S. Over a sixteen year period, CMI and its owners, Larry Smith and Emily Smith, developed a profitable and stable business which has resulted in predictable demand for its recognized quality niche products. In addition to the vacuum- assist obstetrics products, CMI has a line of urology devices, and maintains a specialized subcontract injection molding operation for other companies in the region. Columbia's operations are located in a 20,000 square foot leased manufacturing and administrative facility in Redmond, Oregon. Capabilities include plastic and rubber injection molding, assembly, testing and advanced packaging in clean room conditions. It has approximately 45 employees. Its products have been sold through manufacturers representatives and will now be sold primarily, in the U.S., by UM's own sales representatives. The purchase price was approximately $8.1 million, including consideration for patent rights and noncom petition agreements, paid in cash to Columbia's two prior owners, Larry and Emily Smith. The acquisition will be considered a purchase for accounting purposes. A $10,000,000 unsecured revolving promissory note with First Security Bank, along with the Company's own cash, were used for the purchase. b) Plant, equipment and other physical property acquired through this transaction were primarily used prior to this transaction by CMI for the development, manufacturing, marketing and sales of medical devices. UM intends to continue such use of the plant, equipment and other physical property. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Financial statements required by this item will be filed by amendment as soon as practicable, but no later than October 3, 1997. b) Pro-forma financial statements required by this item will be filed by amendment as soon as practicable, but no later than October 3, 1997. c) Exhibits
SEC Exhibit # Reference # Title of Document 1 2 Stock Purchase Agreement, dated as of July 20, 1997 between Utah Medical Products, Inc. and Columbia Medical & Surgical, Inc.* *To be filed by amendment.
SIGNATURES Pursuant to the requirements of the Securities Exchanges Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UTAH MEDICAL PRODUCTS, INC. REGISTRANT Date: 8/4/97 By: /s/ Kevin L. Cornwell Kevin L. Cornwell CEO and CFO
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