SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934.
ICU MEDICAL, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0022696
---------------------------------------- --------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
951 Calle Amanecer San Clemente, California 92673
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None N/A
If this form relates to the registration of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to purchase Series A Junior Participating Preferred Stock
--------------------------------------------------------------------------------
(Title of class)
1
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
As of May 10, 2002, ICU Medical, Inc. (the "Company") and Mellon
Investor Services, L.L.C. (the "Rights Agent") entered into an Amended and
Restated Rights Agreement to amend and restate the Rights Agreement dated July
15, 1997, as amended (as amended and restated, the "Rights Agreement") between
the Company and the Rights Agent. The following description of the Rights, as
amended, is a summary and is qualified in its entirety by reference to the
Rights Agreement filed as an Exhibit to this Amended Registration Statement.
On July 15, 1997, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of Company Common
Stock to stockholders of record at the close of business on July 28, 1997. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, no
par value (the "Preferred Stock"), at a Purchase Price of $115 per one
one-hundredth of a share, subject to adjustment. The description and terms of
the Rights are set forth in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
except under certain limited circumstances, or (ii) 10 business days (or such
later date as the Board of Directors shall determine) following the commencement
of a tender or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after August 7, 1997
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Preferred Stock will be
issued.
2
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on August 7, 2007 unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that any Acquiring Person shall acquire beneficial
ownership of more than 15% of the outstanding shares of Common Stock (except
pursuant to (A) certain consolidations or mergers involving the Company or sales
or transfers of the combined assets or earning power the Company and its
subsidiaries or (B) an offer for all outstanding shares of Common Stock at a
price and upon terms and conditions which a majority of the Board of Directors
determines to be in the best interests of the Company and its stockholders),
each holder of a Right (other than the Acquiring Person and certain related
parties) will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.
However, Rights are not exercisable following the occurrence of any of the
events described above until such time as the Rights are no longer redeemable by
the Company as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the events described in this paragraph, all Rights that
are, or under certain circumstances specified in the Rights Agreement were,
beneficially owned by any Acquiring Person will be null and void.
For example, at a Purchase Price of $115 per Right, each Right not
owned by an Acquiring Person (or by certain related parties or transferees)
following an event set forth in the preceding paragraph would entitle its holder
to purchase $230 worth of Common Stock (or other consideration, as noted above)
for $115. Assuming that the Common Stock had a per share market price of $38 at
such time, the holder of each valid Right would be entitled to purchase 6.05
shares of Common Stock for $115.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation or merger pursuant to
which all or part of the outstanding shares of Common Stock are changed into or
exchanged for stock or other securities of any other person or cash or any other
property or (iii) more than 50% of the combined assets of earning power of the
Company and its subsidiaries is sold or transferred (in each case other than
certain consolidations with, mergers with and into, or sales of assets or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Rights. The events described in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
3
The Purchase Price payable, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or securities convertible into Preferred Stock at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness,
cash (excluding regular quarterly cash dividends), assets (other than dividends
payable in Preferred Stock) or of subscription rights or warrants (other than
those referred to in (ii) immediately above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock are required to be issued (other
than fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock) and, in lieu thereof, the Company may make an adjustment in
cash based on the market price of the Preferred Stock on the trading data
immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group, which will
become void), in whole or in part, for shares of Common Stock at an exchange
ratio of one share of Common Stock (or in certain circumstances Preferred Stock)
per Right (subject to adjustment).
At any time until the Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (payable in
cash, shares of Common Stock or other consideration deemed appropriate by the
Board of Directors). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above or in the event that
the Rights are redeemed.
4
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interest of any Acquiring Person) or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
Item 2. Exhibits
--------
2. Amended and Restated Rights Agreement, dated as of May 10,
2002, between ICU Medical, Inc. and Mellon Investor Services,
L.L.C., as Rights Agent, which includes, as Exhibit B thereto,
the Form of Rights Certificate and as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until
after a Distribution Date (as defined in the Rights
Agreement).
5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: May 14, 2002
ICU MEDICAL, INC.
By: /s/ Francis J. O'Brien
----------------------
Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer
6