As filed with the Securities and Exchange Commission on May 21, 1996 Registration No. ================================================================================ 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. DIRECTORS' STOCK OPTION PLAN (Full Title of Plan) ------------ JOHN J. CONNORS Secretary, Treasurer and Chief Financial Officer ICU Medical, Inc. 951 Calle Amanecer San Clemente, California 92673 (Name and Address of Agent for Service) (714) 366-2183 (Telephone Number, Including Area Code, of Agent for Service) ------------ With a Copy to: STEPHEN E. NEWTON, Esq. Kindel & Anderson L.L.P. 555 South Flower Street Los Angeles, California 90071 (213) 680-2222 ------------ CALCULATION OF REGISTRATION FEE (1) Estimated solely for purposes of determining the registration fee based upon the average of the high and low prices of the Common Stock reported by the Nasdaq National Market on May 15, 1996 ================================================================================ Exhibit Index at Page II-6
=============================================================================================================== Proposed Proposed Maximum Maximum Amount of Title of Securities Amount to Offering Price Aggregate Registration to be Registered be Registered Per Share Offering Price Fee - --------------------------------------------------------------------------------------------------------------- Common Stock 225,000 shares $19.875(1) $4,471,875 $1,543 =============================================================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------ --------------------------------------- All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities registered under this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. The following documents filed with the Commission (File No. 0-19974) are incorporated in this Registration Statement by reference: 1. Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. 2. Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. There is incorporated in this Registration Statement by reference the description of Registrant's Common Stock contained in Registrant's Prospectus (Subject to Completion) in Registrant's Registration Statement on Form S-1 (Registration No. 33-45734) filed with the Commission on February 14, 1992, which description was incorporated by reference into Registrant's Registration Statement on Form 8-A dated March 19, 1992 filed with the Commission under the Exchange Act on March 21, 1992. Item 4. Description of Securities. - ------ ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers - ------ ----------------------------------------- Section 145 of the General Corporation Law of Delaware (the "GCL") permits, and under certain circumstances requires, Registrant to indemnify its directors, officers, employees and agents subject to certain conditions and limitations. Article VII of Registrant's Bylaws requires it to indemnify directors and permits it to indemnify officers, employees and agents to the full extent permitted by the GCL. Registrant has also entered into Indemnity Agreements with its officers pursuant to which Registrant has agreed to indemnify them. The Indemnity Agreements require indemnification of officers, under circumstances in which such indemnification would otherwise be discretionary, unless Registrant sustains the burden of proving that the officer has not met the applicable standard of conduct. Registrant is not obligated to make any payment prohibited by law. Registrant's Bylaws, together with the Indemnity Agreements, expand its indemnification obligations to the full extent permitted by law. While Delaware law contemplates some expansion of indemnification beyond what is specifically authorized by the GCL, the courts have not yet established the boundaries of permissible indemnification. II-1 Item 7. Exemption from Registration Claimed. - ------ ----------------------------------- Not applicable. Item 8. Exhibits. - ------ -------- 4 Not applicable. 5.1 Opinion of Kindel & Anderson L.L.P. 15 Not applicable. 23.1 Consent of Kindel & Anderson L.L.P. (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney of certain officers and directors (included on Page II-5). 28 Not applicable. 29 Not applicable. Item 9. Undertakings. - ------ ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. II-2 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 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 Irvine, State of California, on May 20, 1996. ICU MEDICAL, INC. By GEORGE A. LOPEZ -------------------- 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 John J. Connors, 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. II-4
Signature Title Date --------- ----- ---- GEORGE A. LOPEZ Chairman of the Board May 20, 1996 - ---------------------------- and Chief Executive Officer, George A. Lopez (Principal Executive Officer) JOHN J. CONNORS Treasurer, May 20, 1996 - ---------------------------- Chief Financial Officer John J. Connors and Director (Principal Financial Officer) WILLIAM C. MOORE Controller May 20, 1996 - ---------------------------- (Principal Accounting Officer) William C. Moore MICHAEL T. KOVALCHIK, III Director May 20, 1996 - ---------------------------- Michael T. Kovalchik, III II-5
RICHARD H. SHERMAN Director May 20, 1996 - ---------------------------- Richard H. Sherman JACK W. BROWN Director May 20, 1996 - ---------------------------- Jack W. Brown EXHIBIT INDEX Exhibits - -------- 5.1 Opinion of Kindel & Anderson L.L.P. 23.1 Consent of Kindel & Anderson L.L.P. (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney of certain officers and directors (included on Page II-4). II-6
EXHIBIT 5.1 [LETTERHEAD OF KINDEL & ANDERSON L.L.P.] REFER TO FILE NO. May 21, 1996 54126-006 ICU Medical, Inc. 951 Calle Amanacer San Clemente, CA 92673 Ladies and Gentlemen: We have acted as counsel to ICU Medical, Inc., a Delaware corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"). The Registration Statement covers 225,000 shares of the Company's Common Stock to be issued by the Company on the exercise of options (the "Options") granted under the ICU Medical Inc. Directors' Stock Option Plan. We have examined the originals, certified copies or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for purposes of this opinion. We have also examined the proceedings heretofore taken, and are familiar with the additional proceedings proposed to be taken, in connection with authorization, issuance and sale of the Company's Common Stock. Based on such examination, we are of the opinion that the 225,000 shares of Common Stock to be issued by the Company, on the issuance and sale thereof in the manner contemplated by the Options, will be legally and validly issued, fully paid and nonassessable. [LETTERHEAD OF KINDEL & ANDERSON L.L.P.] ICU Medical, Inc. May 21, 1996 Page 2 We consent to the use of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Very truly yours, KINDEL & ANDERSON L.L.P. By Stephen E. Newton ---------------------- Stephen E. Newton SEN:tyh
EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement (covering 225,000 shares of the Company's Common Stock to be issued by the Company on the exercise of options granted under the ICU Medical, Inc. Directors' Stock Option Plan) of our reports dated January 31, 1996 included in ICU Medical, Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California May 21, 1996