-----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, CKsi2VDcL8VjnPqY42OoiXR2dHYVH6v60Mp9Rj852RmF7KzCDBint/tX2nRtzGaD r8WsKNVV9TdJuMavwHfypw== 0001019687-05-001544.txt : 20050611 0001019687-05-001544.hdr.sgml : 20050611 20050531133349 ACCESSION NUMBER: 0001019687-05-001544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19974 FILM NUMBER: 05866528 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 8-K 1 icumedical_8k-052705.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 26, 2005 ------------ ICU MEDICAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0022692 - -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 0-19974 ------- (Commission File Number) 951 Calle Amanecer, San Clemente, California 92673 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 366-2183 -------------- N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act INFORMATION TO BE INCLUDED IN THE REPORT ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) On May 26, 2005, Deloitte & Touche LLP ("Deloitte") resigned as the Registrant's independent registered public accounting firm. Deloitte's report on the Registrant's financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Registrant's past two years and the subsequent interim period to the date of Deloitte's resignation, there have not been any disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte's satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with its report, and there have not been any "reportable events" as defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K. The Registrant has furnished Deloitte a copy of this Form 8-K, and requested Deloitte to furnish the Registrant a letter addressed to the Securities and Exchange Commission stating whether Deloitte agrees with the preceding, or, if not, stating the respects in which it does not agree. That letter is provided as an exhibit to this Form 8-K. (b) On May 26, 2005, the Registrant's Audit Committee engaged McGladrey & Pullen, LLP ("McGladrey") as the Registrant's independent registered public accounting firm for the year ending December 31, 2005. The decision to change the independent registered independent public accounting firm was approved by the Registrant's Audit Committee. During the past two years and the subsequent interim period, the Registrant has not (and no one on its behalf has) consulted with McGladrey on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S_K or reportable event as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 16.1 Letter of Deloitte & Touche LLP re change in certifying accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 27, 2005 ICU MEDICAL, INC. /s/ Francis J. O'Brien -------------------------------- Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer EX-16.1 2 icumedical_8kex16-1.txt Exhibit 16.1 May 27, 2005 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, DC 20549 Dear Sirs/Madams: We have read Item 4.01(a) of ICU Medical, Inc.'s Form 8-K dated May 27, 2005 and agree with the statements made therein. Yours truly, /s/Deloitte & Touche LLP Deloitte & Touche LLP -----END PRIVACY-ENHANCED MESSAGE-----