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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
ICU Medical, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
44930G107
------------------------------------
(CUSIP Number)
December 31, 2003
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X|Rule 13d-1(b)
|_|Rule 13d-1(c)
|_|Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 9 Pages
...................................
CUSIP No. 44930G107
...................................
-------- -----------------------------------------------------------------------
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
1
Rice Hall James & Associates LLC
-------- -----------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (A) |_|
(B) |_|
-------- -----------------------------------------------------------------------
SEC USE ONLY
3
-------- -----------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
-------- -----------------------------------------------------------------------
SOLE VOTING POWER
5
594,855
----- -----------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ----- -----------------------------------------------------
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 7
699,030
----- -----------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
-------- -----------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
699,030
-------- -----------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
-------- -----------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.1%
-------- -----------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 IA, OO
-------- -----------------------------------------------------------------------
Page 3 of 9 Pages
...................................
CUSIP No. 44930G107
...................................
-------- -----------------------------------------------------------------------
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
1
RHJ Management Company LLC
-------- -----------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (A) |_|
(B) |_|
-------- -----------------------------------------------------------------------
SEC USE ONLY
3
-------- -----------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
------- -----------------------------------------------------------------------
SOLE VOTING POWER
5
594,855
----- -----------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ----- -----------------------------------------------------
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 7
699,030
----- -----------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
-------- -----------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
699,030
-------- ----------------- -----------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
-------- -----------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.1%
-------- -----------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 CO, OO
-------- -----------------------------------------------------------------------
Page 4 of 9 pages
Item 1.
(a) Name of Issuer
ICU Medical, Inc.
(b) Address of Issuer's Principal Executive Office
951 Calle Amanecer
San Clemente, CA 92673
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Rice Hall James &
Associates LLC, a Delaware limited liability company and
registered investment adviser ("IA") and (ii) RHJ Management
Company, LLC, a Delaware limited liability company ("RHJMC")
(collectively, the "Reporting Persons"). RHJMC controls IA by
virtue of its position as the majority member of IA.
IA's beneficial ownership of the Common Stock is direct as a
result of IA's discretionary authority to buy, sell, and vote
shares of such Common Stock for its investment advisory
clients. RHJMC's beneficial ownership of Common Stock is
indirect as a result of its control of IA. The beneficial
ownership of RHJMC is reported solely because Rules 13d-1(a)
and (b) under the Securities Exchange Act of 1934, as amended,
require any person who is "directly or indirectly" the
beneficial owner of more than five percent of any equity
security of a specified class to file a Schedule 13G within
the specified time period. The answers in blocks 5, 7, 9 and
11 above and in responses to item 4 by RHJMC are given on the
basis of the "indirect" beneficial ownership referred to in
such Rule, based on the direct beneficial ownership of Common
Stock by IA and the relationship of RHJMC to IA referred to
above.
Information with respect to each Reporting Person is given
solely by the respective Reporting Person, and no Reporting
Person undertakes hereby any responsibility for the accuracy
or completeness of such information concerning any other
Reporting Person.
(b) Address of Principal Business Office or, if none, Residence
IA's and RHJMC's Principal Business Offices are located at:
600 West Broadway, Suite 1000
San Diego, CA 92101
(c) Citizenship
IA is a Delaware limited liability company.
RJHMC is a Delaware limited liability company.
(d) Title of Class of Securities
Common Stock
Page 5 of 9 pages
(e) CUSIP Number
44930G107
Item 3 If this statement is filed pursuant to Sections 240.13d(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Section
240.13D-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| A church plan that is excluded from the definition of
an investment company under section 3(c)(114) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 699,030
-------
(b) Percent of Class: 5.1%
----
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 594,855
-------
(ii) shared power to vote of to direct the vote: 0
-
(iii) sole power to dispose or to direct the disposition of: 699,030
-------
(iv) shared power to dispose of or to direct the disposition of: 0
-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following |_|.
Page 6 of 9 pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person
IA, a registered investment adviser, has the right or the power to
direct the receipt of dividends from Common Stock, and to direct the
receipt of proceeds from the sale of Common Stock to IA's investment
advisory clients. No single investment advisory client of IA owns
more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
RHJMC is a parent holding company for purposes of the Schedule 13G.
IA is RHJMC's direct subsidiary, and IA acquired the security being
reported on by RHJMC. IA is a registered investment adviser. See
Exhibit B.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-l (b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 7 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 11, 2004
RICE HALL JAMES & ASSOCIATES LLC
By: /s/ Patricia Urbonya
---------------------------
Patricia A. Urbonya
Chief Operating Officer
RHJ MANAGEMENT COMPANY, LLC
By: /s/ Kevin Hamilton
---------------------------
Kevin T. Hamilton
Manager
Page 8 of 9 pages
EXHIBIT A
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Identification and Classification of Members of the Group
---------------------------------------------------------
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
---- --------------
Not applicable. Not applicable.
Page 9 of 9
EXHIBIT B
---------
Joint Filing Agreement Pursuant to Rule 13d-1
---------------------------------------------
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Date: February 11, 2004
RICE HALL JAMES & ASSOCIATES LLC
By: /s/ Patricia Urbonya
---------------------------
Patricia A. Urbonya
Chief Operating Officer
RHJ MANAGEMENT COMPANY, LLC
By: /s/ Kevin Hamilton
---------------------------
Kevin T. Hamilton
Manager