As filed with the Securities and Exchange Commission on May 19, 2004
Registration No.
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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
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CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Proposed
Amount to Maximum Maximum
Title of Securities be Registered Offering Price Aggregate Amount of
to be Registered (1) Per Share Offering Price Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock 3,000,000 shares $ 32.25 (2) $96,750,000 $12,258.23
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(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply
to this Registration Statement, and the number of shares registered on
this Registration Statement automatically shall increase or decrease as
a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h). The average of the high and low prices of the
Common Stock reported by the Nasdaq National Market on May 18, 2004 was
$32.25.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the provisions
of General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the ICU Medical, Inc. 1993 Stock
Incentive Plan, for which registration statements on Form S-8 (File Nos.
333-04171 and 333-58024) are already effective. Except to the extent that
exhibits are filed herewith, the contents of ICU Medical, Inc.'s registration
statements on Form S-8 (File Nos. 333-04171 and 333-58024) are hereby
incorporated by reference.
Item 8. Exhibits.
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Number Description
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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 Deloitte & Touche LLP
24.1 Power of Attorney of certain officers and directors (included in
signature page in Part II of the Registration Statement)
99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan
II-1
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 May 19, 2004.
ICU MEDICAL, INC.
By /s/ GEORGE A. LOPEZ
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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
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GEORGE A. LOPEZ Chairman of the Board May 19, 2004
------------------------------ and Chief Executive Officer,
George A. Lopez (Principal Executive Officer)
FRANCIS J. O'BRIEN Secretary, Treasurer and May 19, 2004
------------------------------ Chief Financial Officer
Francis J. O'Brien (Principal Financial Officer)
SCOTT E. LAMB Controller May 19, 2004
------------------------------ (Principal Accounting Officer)
Scott E. Lamb
JACK W. BROWN Director May 19, 2004
------------------------------
Jack W. Brown
JOHN J. CONNORS Director May 19, 2004
------------------------------
John J. Connors
MICHAEL T. KOVALCHIK, III Director May 19, 2004
------------------------------
Michael T. Kovalchik, III
JOSEPH R. SAUCEDO Director May 19, 2004
------------------------------
Joseph R. Saucedo
RICHARD H. SHERMAN Director May 19, 2004
------------------------------
Richard H. Sherman
ROBERT S. SWINNEY Director May 19, 2004
------------------------------
Robert S. Swinney
II-2
EXHIBIT INDEX
Number Description
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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 Deloitte & Touche LLP
24.1 Power of Attorney of certain officers and directors (included in
signature page in Part II of the Registration Statement)
99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan