f8k_042414.htm

0001171843-14-001842.txt : 20140424 0001171843-14-001842.hdr.sgml : 20140424 20140424122742 ACCESSION NUMBER: 0001171843-14-001842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140212 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140424 DATE AS OF CHANGE: 20140424 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: 001-34634 FILM NUMBER: 14780897 BUSINESS ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763-6212 BUSINESS PHONE: 949-366-2183 MAIL ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763-6212 8-K 1 f8k_042414.htm FORM 8-K f8k_042414.htm

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) February 12, 2014

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2014, the board of directors of ICU Medical, Inc. (the “Company”) approved an amendment (the “Amendment”) of the Company’s amended and restated bylaws (the “bylaws”), effective as of the same date. The Amendment modified Section 3.2 of the bylaws to increase the size of the board of directors to eight.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

3.1	Amendment to the Company’s amended and restated bylaws.

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.

Date: April 24, 2014

	ICU MEDICAL, INC.

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

EXHIBIT INDEX

Exhibit	Description
3.1	Amendment to the Company’s amended and restated bylaws.

EX-3.1 2 exh_31.htm EXHIBIT 3.1 exh_31.htm

Exhibit 3.1

Article III, Section 2 of the Amended and Restated Bylaws (the “Bylaws”) of ICU Medical, Inc. (the “Company”) was amended and restated in its entirety to read as follows:

Section 3.2 Number and Term of Office. The number of directors of the corporation shall be fixed from time to time but in no event shall be less than three. Until these Bylaws are further amended, the number of directors shall be eight. The directors shall be divided into classes in the manner provided in the Certificate of Incorporation.