-----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, WuXlA/c1/94Alj/ml2MBx+oeciIFLN6Aa+IYCLtrLFhP3tbaD7++MIsne1m7d87p Vir5UMtdLu2F9HrRqVlcKg== 0001019687-01-000405.txt : 20010402 0001019687-01-000405.hdr.sgml : 20010402 ACCESSION NUMBER: 0001019687-01-000405 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010330 EFFECTIVENESS DATE: 20010330 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-58024 FILM NUMBER: 1588015 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 S-8 1 0001.txt ICU MEDICAL, INC. As filed with the Securities and Exchange Commission on March 27, 2001 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ ICU MEDICAL, INC. (Exact name of Registrant as specified in its charter) Delaware 33-0022692 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 951 Calle Amanecer San Clemente, California 92673 (Address of Registrant's Principal Executive Offices) (Zip Code) ICU MEDICAL, INC. 1993 STOCK INCENTIVE PLAN (Full Title of Plan) __________ FRANCIS J. O'BRIEN Secretary, Treasurer and Chief Financial Officer ICU Medical, Inc. 951 Calle Amanecer San Clemente, California 92673 (Name and Address of Agent for Service) (949) 366-2183 (Telephone Number, Including Area Code, of Agent for Service) __________ With a Copy to: STEPHEN E. NEWTON, Esq. Heller Ehrman White & McAuliffe LLP 601 South Figueroa Street Los Angeles, California 90017 (213) 689-0200 __________
CALCULATION OF REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ---------------- ---------------- Proposed Proposed Maximum Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered Per Share Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------- Common Stock 1,500,000 shares $33.5625 (1) $50,343,750 $12,585.94 - ---------------------------------------------------------------------------------------------------------- (1) Estimated solely for purposes of determining the registration fee based upon the average of the high and low prices of the Common Stock reported by the Nasdaq National Market on March 26, 2001 - ----------------------------------------------------------------------------------------------------------
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. - ------------------------------------------------ All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities registered under this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. The following documents filed with the Commission (File No. 0-19974) are incorporated in this Registration Statement by reference: 1. Registrant's Annual Report on Form 10-K for the year ended December 31, 2000. 2. Registrant's Current Report on Form 8-K dated March 1, 2001. There is incorporated in this Registration Statement by reference the description of Registrant's Common Stock contained in Registrant's Prospectus (Subject to Completion) in Registrant's Registration Statement on Form S-1 (Registration No. 33-45734) filed with the Commission on February 14, 1992, which description was incorporated by reference into Registrant's Registration Statement on Form 8-A dated March 19, 1992 filed with the Commission under the Exchange Act on March 21, 1992. ITEM 4. DESCRIPTION OF SECURITIES. - ---------------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. - ----------------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. - -------------------------------------------------- Section 145 of the General Corporation Law of Delaware (the "GCL") permits, and under certain circumstances requires, Registrant to indemnify its directors, officers, employees and agents subject to certain conditions and limitations. Article VII of Registrant's Bylaws requires it to indemnify directors and permits it to indemnify officers, employees and agents to the full extent permitted by the GCL. Registrant has also entered into Indemnity Agreements with its officers pursuant to which Registrant has agreed to indemnify them. The Indemnity Agreements require indemnification of officers, under circumstances in which such indemnification would otherwise be discretionary, unless Registrant sustains the burden of proving that the officer has not met the applicable standard of conduct. Registrant is not obligated to make any payment prohibited by law. Registrant's Bylaws, together with the Indemnity Agreements, expand its indemnification obligations to the full extent permitted by law. While Delaware law contemplates some expansion of indemnification beyond what is specifically authorized by the GCL, the courts have not yet established the boundaries of permissible indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. - -------------------------------------------- Not applicable. 2 ITEM 8. EXHIBITS. - ----------------- 4 Not applicable. 5.1 Opinion of Heller Ehrman White & McAuliffe LLP. 15 Not applicable. 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney of certain officers and directors (included on Page II-4). 28 Not applicable. 29 Not applicable. ITEM 9. UNDERTAKINGS. - --------------------- (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. 3 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on March 27, 2001. ICU MEDICAL, INC. By /S/ GEORGE A. LOPEZ --------------------------- George A. Lopez Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George A. Lopez and Francis J. O'Brien, or either of them, his or her attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/GEORGE A. LOPEZ Chairman of the Board March 27, 2001 - ----------------------------- and Chief Executive Officer, George A. Lopez (Principal Executive Officer) /S/FRANCIS J. O'BRIEN Treasurer, Chief Financial Officer March 27, 2001 - ----------------------------- (Principal Financial and Accounting Officer) Francis J. O'Brien /S/JACK W. BROWN Director March 27, 2001 - ----------------------------- Jack W. Brown /S/JOHN J. CONNORS Director March 27, 2001 - ----------------------------- John J. Connors /S/MICHAEL T. KOVALCHIK, III Director March 27, 200 - ----------------------------- Michael T. Kovalchik, III /S/RICHARD H. SHERMAN Director March 27, 2001 - ----------------------------- Richard H. Sherman /S/ROBERT S. SWINNEY Director March 27, 2001 - ----------------------------- ROBERT S. SWINNEY
5 EXHIBIT INDEX EXHIBITS 5.1 Opinion of Heller Ehrman White & McAuliffe LLP. 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney of certain officers and directors (included on Page II-4). 6 EX-5.1 2 0002.txt OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP Exhibit 5.1 Main (213) 689-0200 Fax (213) 614-1868 24506-0012 March 28, 2001 ICU Medical, Inc. 951 Calle Amanecer San Clemente, CA 92673 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to ICU Medical, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") which the Company proposes to file with the Securities and Exchange Commission on March 28, 2001 for the purpose of registering under the Securities Act of 1933, as amended, 1,500,000 shares of its Common Stock, par value $0.10 (the "Shares"), issuable on the exercise of options granted or to be granted under the Company's Amended and Restated 1993 Stock Incentive Plan (the "Plan". We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. In rendering our opinion, we have examined the following records, documents and instruments: (a) The Certificate of Incorporation of the Company, certified by the Delaware Secretary of State as of June 29, 1995, and certified to us by an officer of the Company as being complete and in full force as of the date of this opinion; (b) The Bylaws of the Company certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion; (c) A Certificate of an officer of the Company (i) attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors, including any committee thereof, and stockholders of the Company relating to the Shares, and (ii) certifying as to certain factual matters; (d) The Registration Statement; (e) Advice from ChaseMellon Shareholder Services, the Company's transfer agent, as to the number of shares of the Company's Common Stock that were outstanding on March 27, 2001. This opinion is limited to the federal law of the United States of America and the General Corporation Law of the State of Delaware, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion. Heller Ehrman White & McAuliffe LLP 601 S. Figueroa Street, 40th Floor Los Angeles, CA 90017-5758 www.hewm.com - -------------------------------------------------------------------------------- San Francisco Silicon Valley LOS ANGELES San Diego Seattle Portland Anchorage New York Washington D.C. Hong Kong Singapore Affiliated Carnelutti Offices: Milan Rome Paris Padua Naples 7 [HellerEhrman ICU Medical, Inc. Attorneys March 27, 2001 Logo Here] Page 2 Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered and issued, (ii) the Shares are issued in accordance with the Plan, (iii) appropriate certificates evidencing the Shares are executed and delivered by the Company, and (iv) all applicable securities laws are complied with, it is our opinion that when issued by the Company, in the manner provided in the Plan, the Shares will be legally issued, fully paid and nonassessable. This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ HELLER EHRMAN WHITE & MCAULIFFE LLP Heller Ehrman White & McAuliffe LLP 8 EX-23.2 3 0003.txt CONSENT OF ARTHUR ANDERSON LLP Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 25, 2001 included in ICU Medical, Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. /S/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Orange County, California MARCH 27, 2001 9 -----END PRIVACY-ENHANCED MESSAGE-----