As filed with the Securities and Exchange Commission on May 19, 2004 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. 1993 STOCK INCENTIVE PLAN (Full Title of Plan) ________________ FRANCIS J. O'BRIEN Secretary, Treasurer and Chief Financial Officer ICU Medical, Inc. 951 Calle Amanecer San Clemente, California 92673 (Name and Address of Agent for Service) (949) 366-2183 (Telephone Number, Including Area Code, of Agent for Service) ________________ With a Copy to: STEPHEN E. NEWTON, Esq. Heller Ehrman White & McAuliffe LLP 601 South Figueroa Street Los Angeles, California 90017 (213) 689-0200 ________________ CALCULATION OF REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Proposed Proposed Amount to Maximum Maximum Title of Securities be Registered Offering Price Aggregate Amount of to be Registered (1) Per Share Offering Price Registration Fee - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock 3,000,000 shares $ 32.25 (2) $96,750,000 $12,258.23 - ---------------------------------------------------------------------------------------------------------------------- (1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement, and the number of shares registered on this Registration Statement automatically shall increase or decrease as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h). The average of the high and low prices of the Common Stock reported by the Nasdaq National Market on May 18, 2004 was $32.25. ================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement is filed in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering additional shares of common stock for offer and sale under the ICU Medical, Inc. 1993 Stock Incentive Plan, for which registration statements on Form S-8 (File Nos. 333-04171 and 333-58024) are already effective. Except to the extent that exhibits are filed herewith, the contents of ICU Medical, Inc.'s registration statements on Form S-8 (File Nos. 333-04171 and 333-58024) are hereby incorporated by reference. Item 8. Exhibits. - ------- ---------- Number Description - ------ ----------- 5.1 Opinion of Heller Ehrman White & McAuliffe LLP 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney of certain officers and directors (included in signature page in Part II of the Registration Statement) 99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan II-1
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 San Clemente, State of California, on May 19, 2004. ICU MEDICAL, INC. By /s/ 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 Francis J. O'Brien, 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. Signature Title Date --------- ----- ---- GEORGE A. LOPEZ Chairman of the Board May 19, 2004 - ------------------------------ and Chief Executive Officer, George A. Lopez (Principal Executive Officer) FRANCIS J. O'BRIEN Secretary, Treasurer and May 19, 2004 - ------------------------------ Chief Financial Officer Francis J. O'Brien (Principal Financial Officer) SCOTT E. LAMB Controller May 19, 2004 - ------------------------------ (Principal Accounting Officer) Scott E. Lamb JACK W. BROWN Director May 19, 2004 - ------------------------------ Jack W. Brown JOHN J. CONNORS Director May 19, 2004 - ------------------------------ John J. Connors MICHAEL T. KOVALCHIK, III Director May 19, 2004 - ------------------------------ Michael T. Kovalchik, III JOSEPH R. SAUCEDO Director May 19, 2004 - ------------------------------ Joseph R. Saucedo RICHARD H. SHERMAN Director May 19, 2004 - ------------------------------ Richard H. Sherman ROBERT S. SWINNEY Director May 19, 2004 - ------------------------------ Robert S. Swinney II-2
EXHIBIT INDEX Number Description - ------ ----------- 5.1 Opinion of Heller Ehrman White & McAuliffe LLP 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney of certain officers and directors (included in signature page in Part II of the Registration Statement) 99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan
EXHIBIT 5.1 Heller Ehrman White & McAuliffe LLP LETTERHEAD May 19, 2004 Board of Directors ICU Medical, Inc. 951 Calle Amanecer San Clemente, CA 92673 Gentlemen: In connection with the registration of 3,000,000 shares of common stock, (the "Common Stock"), of ICU Medical, Inc., a Delaware corporation (the "Company"), under the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on May 19, 2004, and the proposed offer and sale of the Common Stock pursuant to the terms of the Company's 1993 Stock Incentive Plan (the "1993 Plan"), we have examined such corporate records, certificates of public officials and officers of the Company and other documents as we have considered necessary or proper for the purpose of this opinion. Based on the foregoing and having regard to legal issues which we deem relevant, it is our opinion that such shares of Common Stock to be offered pursuant to the 1993 Plan, when certificates for such shares have been issued and delivered against payment therefor of not less than the par value per share and as contemplated by the 2003 Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above-mentioned registration statement. Very truly yours, /s/ Heller Ehrman White & McAuliffe LLP Heller Ehrman White & McAuliffe LLP
EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ICU Medical, Inc. on Form S-8 of our report dated March 10, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the application of procedures relating to certain disclosures and the adjustment of financial statement amounts for a three-for-two stock split related to the 2001 consolidated financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures and adjustments), appearing in the Annual Report on Form 10-K of ICU Medical, Inc. for the year ended December 31, 2003. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Costa Mesa, California May 19, 2004
EXHIBIT 99.1 AMENDMENT TO ICU MEDICAL, INC. 1993 STOCK INCENTIVE PLAN The first sentence of Section 3 of the ICU Medical, Inc. 1993 Stock Incentive Plan is hereby amended and restated to read as follows: Options may be granted under this Plan to acquire an aggregate of up to 7,775,000 shares of Stock, subject to adjustment as provided in Section 7 of this Plan.