UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): July 30,
2007
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ICU
Medical, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-19974
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33-0022692
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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951
Calle Amanecer
San
Clemente, CA 92769
(Address
of principal executive offices) (Zip code)
(949)
366-2183
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On
July 30,
2007, ICU Medical, Inc. (the “Company”) entered into a Rights Agreement,
dated July 30, 2007, between the Company and Mellon Investor Services LLC,
as
Rights Agent, (the “Rights Agreement”), to establish a new stockholder
rights plan to replace the existing stockholder rights plan (the “Existing
Rights Plan”) which will expire on August 7, 2007. The new Rights
Agreement contains substantially the same terms as the Existing Rights
Plan.
The
Board 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 30, 2007 payable on August 8, 2007. 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 $225 per one one-hundredth of a share,
subject to adjustment (the “Purchase Price”). The description
and terms of the Rights are set forth in an 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 (the “Distribution Date”) will occur upon the earlier
of (i) 10 business days (or such later date as the Board of Directors shall
determine) following 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 8,
2007 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.
The
Rights
are not exercisable until the Distribution Date and will expire at the close
of
business on August 8, 2017 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 $225 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 $450
worth
of Common Stock (or other consideration, as noted above) for
$225. Assuming that the Common Stock had a per share market price of
$34 at such time, the holder of each valid Right would be entitled to purchase
13.24 shares of Common Stock for $17.
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.”
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.
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.
A
copy of
the Rights Agreement has been filed with the Securities and Exchange Commission
as an Exhibit to a Registration Statement on Form 8-A dated August 1,
2007. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item
3.03 Material
Modifications to Rights of Security Holders
The
information set forth in Item 1.01 is incorporated by reference.
Item
8.01 Other
Events
See
attached
press release.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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3.3
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (attached as Exhibit A to the below Rights Agreement
and
incorporated herein by reference to Exhibit 1 to the registration
statement on Form 8-A filed on July 23,
1997).
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4.1
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Rights
Agreement, dated as of July 30, 2007, between the Company and Mellon
Investor Services LLC (incorporated herein by reference to Exhibit
2 to
the registration statement on Form 8-A filed on August 1,
2007).
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4.2
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Form
of Rights Certificate (attached as Exhibit B to the above Rights
Agreement
and incorporated herein by reference to Exhibit 2 to the registration
statement on Form 8-A filed on August 1,
2007).
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99.1
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Press
release, dated August 1, 2007, announcing the Company’s renewal of
stockholder rights plan.
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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.
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ICU
Medical, Inc.
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Date: August
1, 2007
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By:
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/s/
Francis J.
O’Brien
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Name:
Francis J. O’Brien
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Title: Secretary,
Treasurer and
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.3
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (attached as Exhibit A to the below Rights Agreement
and
incorporated herein by reference to Exhibit 1 to the registration
statement on Form 8-A filed on July 23,
1997).
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4.1
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Rights
Agreement, dated as of July 30, 2007, between the Company and Mellon
Investor Services LLC (incorporated herein by reference to Exhibit
2 to
the registration statement on Form 8-A filed on August 1,
2007).
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4.2
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Form
of Rights Certificate (attached as Exhibit B to the above Rights
Agreement
and incorporated herein by reference to Exhibit 2 to the registration
statement on Form 8-A filed on August 1,
2007).
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99.1
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Press
release, dated August 1, 2007, announcing the Company’s renewal of
stockholder rights
plan.
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Exhibit 99.1
ICU Medical, Inc. Announces Renewal of Stockholder Rights Plan
SAN CLEMENTE, Calif., Aug. 1, 2007 (PRIME NEWSWIRE) -- The Board of Directors of ICU Medical, Inc. (Nasdaq:ICUI) announced today that the Company has adopted a new Stockholder Rights Plan to replace its existing plan that will expire on August 7, 2007.
The new Stockholder Rights Plan contains essentially the same terms as the prior plan. The Stockholder Rights Plan is intended to better assist the Company's stockholders in realizing fair value and equal treatment in the event of any attempted takeover of the Company and to protect the Company and its stockholders against coercive takeover tactics. The Company noted that its Stockholder Rights Plan is similar to those adopted by other companies and is not in response to any known effort to acquire control of the Company.
Under the Shareholder Rights Plan, one Preferred Stock Purchase Right will be distributed on August 8, 2007 to stockholders of record on July 30, 2007 for each share of ICU Common Stock outstanding. No separate certificates evidencing the Rights will be issued unless and until they become exercisable. The Rights generally will not be exercisable until 10 business days after a person or group acquires 15% or more of ICU's Common Stock in a transaction that is not approved in advance by the Board of Directors or 10 business days after the announcement of a tender offer which could result in a person or group owning 15% or more of the Common Stock.
In the event a third party or group were to acquire 15% or more of ICU's outstanding Common Stock without the prior approval of the Board of Directors, each Right will entitle the holder, other than the acquiror, to buy Common Stock with a market value of twice the purchase price, for the Right's then current purchase price. In addition, if the Company were to be acquired in a merger, shareholders with unexercised Rights could purchase common stock of the acquiror with a value of twice the purchase price of the Rights.
The Company's Board of Directors may redeem the Rights for a nominal amount at any time prior to the 10th business day following an event that causes the Rights to become exercisable. The Rights will expire unless previously redeemed or exercised on August 8, 2017.
The Company indicated that further details of the Rights are contained in a letter that will be mailed to all stockholders shortly.
CONTACT: ICU Medical, Inc.
Francis J. O'Brien, Chief Financial Officer
(949) 366-2183