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) December 28, 2004
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ICU MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0022692
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
0-19974
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(Commission File Number)
951 Calle Amanecer, San Clemente, California 92673
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(Address of principal executive offices) (Zip Code)
(949) 366-2183
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As described in Item 8.01 Other Events, on December 28, 2004,
the Board of Directors of the Company approved amendments to accelerate the
vesting of certain stock options outstanding under the 1993 Stock Incentive Plan
covering approximately 480,639 shares of the Company's common stock. The options
that were amended included those listed below held by officers of the Company:
Officer No. of Shares Subject Price Range
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to Options
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Dr. George A. Lopez 183,333 $29.27 - $36.87
Alison D. Burcar 7,333 $29.56 - $36.03
Richard A. Costello 333 $36.17
Steven C. Riggs 13,750 $29.56 - $36.35
ITEM 8.01 OTHER EVENTS
On December 28, 2004, the Board of Directors of the Company
approved amendments to the vesting provisions of certain stock options
outstanding under the 1993 Stock Incentive Plan to provide that certain unvested
stock options with an exercise price above the December 28, 2004 closing price
for the Company's Common Stock on the Nasdaq Stock Market shall become
exercisable on the later of December 31, 2004 or six months from the date such
stock option was granted. The vesting provisions of stock options that vest
based on performance criteria were not amended. There were no other changes to
any stock options.
The Board of Directors has decided to substantially curtail
grants of stock options in the future. It believes that the amended vesting
provisions will partially mitigate the resulting reduction in employees'
equity-based incentive compensation. The Company has decided to follow the
"modified prospective method" in implementing recent amendments by the Financial
Accounting Standards Board in Accounting for Stock-Based Compensation. The
acceleration will reduce the amortization of the Company's stock option
compensation expense for 2005 and 2006. The Board believes that this reduction
will enhance comparability of the Company's financial statements with those of
prior and subsequent years.
The closing price for the Company's Common Stock on the Nasdaq
Stock Market on December 28, 2004 was $26.34. As a result of the amendment,
stock options covering approximately 466,639 shares became exercisable on
December 31, 2004 and options covering an additional 14,000 will become
exercisable during the first six months of 2005.
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: January 3, 2005
ICU MEDICAL, INC.
/s/ Francis J. O'Brien
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Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer