-----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, VC9/80bFZdt8uUmZRrrq0ZB5IdrK/qk5CWPTllAForrIEpO3fpV8nXNLOHRTc+cK cFLUacyzBsY3FYz8BFXVFA== 0001171843-08-000533.txt : 20080724 0001171843-08-000533.hdr.sgml : 20080724 20080724162622 ACCESSION NUMBER: 0001171843-08-000533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080724 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 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: 08968523 BUSINESS ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763 BUSINESS PHONE: 949-366-2183 MAIL ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) July 18, 2008

ICU Medical, Inc.
(Exact name of registrant as specified in its charter)

DELAWARE   0-19974   33-0022692
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

  951 Calle Amanecer, San Clemente, California   92673  
  (Address of principal executive offices)   (Zip Code)  

(949) 366-2183
Registrant's telephone number, including area code


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 (see General Instruction A.2. below):

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 18, 2008, the Compensation Committee of the Board of Directors of ICU Medical, Inc. (the "Company") approved the payment of discretionary bonuses for the first half of the year, which amounted to 50% of the target bonus amounts, and the grant of stock options to purchase common stock to officers, as follows:

Officer                               Bonus Amount                    Option Amount

Alison D. Burcar                  $ 14,625                              10,000

Richard A. Costello              $ 18,750                              10,000

Scott E. Lamb                     $ 18,375                              10,000

George A. Lopez, M.D.        $125,000                              40,000

Steven C. Riggs                   $ 22,750                              10,000

The Compensation Committee concluded that the other 50% of the first half target bonuses would be paid at the end of the year if the Company meets all targets for the entire year. The stock options granted will vest after five years from the date of grant and will expire ten years from the date of grant. The exercise price of the stock options granted is $28.39 per share.

Item 8.01. Other Events.

On July 18, 2008, the Board of Directors of the Company authorized the Company to purchase up to $40 million of its common stock from time to time in the open market, subject to business and market conditions. This stock purchase program will take effect immediately.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

99.1     Press release, dated July 24, 2008, announcing ICU Medical Inc.'s institution of a new stock purchase program.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ICU Medical, Inc.

Date: July 24, 2008

  /s/ SCOTT E. LAMB
Scott E. Lamb
Secretary, Treasurer and Chief Financial Officer



EXHIBIT INDEX

Exhibit Number                Name of Exhibit

99.1                                 Press release, dated July 24, 2008, announcing ICU Medical Inc.'s
                                        institution of a new stock purchase program.

EX-99.1 2 newsrelease.htm PRESS RELEASE ICU Medical, Inc. Announces Institution of a New Stock Purchase Program

EXHIBIT 99.1

ICU Medical, Inc. Announces Institution of a New Stock Purchase Program

SAN CLEMENTE, Calif., July 24, 2008 (PRIME NEWSWIRE) -- ICU Medical, Inc. (Nasdaq:ICUI), a leading low cost manufacturer of safe medical connectors, custom medical products and critical care devices, announced that today its Board of Directors on July 18, 2008 authorized a new program to purchase up to an additional $40 million of its common stock. Actual purchases will depend on the stock price, prevailing market and business conditions and other considerations.

CONTACT:  ICU Medical, Inc.
          Scott E. Lamb, Chief Financial Officer
          (949) 366-2183

          Integrated Corporate Relations
          John F. Mills, Managing Director
          (310) 954-1100
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