UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
ICU
Medical, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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33-0022692
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(State
of Incorporation or Organization)
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(IRS
Employer
Identification
No.)
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951
Calle Amanecer
San
Clemente, CA
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92673
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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None
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N/A
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If
this form
relates to the registration of a class of securities pursuant to Section 12(b)
of the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box. [ ]
If
this form
relates to the registration of a class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box. [ ]
Securities
Act Registration Statement file made to which this form relates (if applicable):
_____
Securities
to be registered pursuant to Section 12(g) of the Act:
Title
of
each class to be so registered
Rights
to purchase Series A Junior Participating Preferred Stock
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description
of Registrant’s Securities to be Registered.
As
of
October 18, 2007, ICU Medical, Inc. (the “Company”) and American Stock
Transfer & Trust Company (the “Rights Agent”) entered into an Amended
and Restated Rights Agreement to amend and restate the Rights Agreement dated
July 30, 2007 between the Company and Mellon Investor Services LLC.
On
July 30,
2007, the Board of Directors 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 description and terms of the Rights are set forth in
the Amended and Restated Rights Agreement dated October 18, 2007 (the “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, as defined in the Rights Agreement, 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 per share.
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.
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
2. Exhibits
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1
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (attached as Exhibit A to the below Amended and Restated
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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2
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Amended
and Restated Rights Agreement, dated as of October 18, 2007, between
the
Company and the Rights Agent, which includes, as Exhibit A thereto,
the
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and as Exhibit B thereto, the Form
of
Rights Certificate, and as Exhibit C thereto, the Summary of Rights
to
Purchase Preferred Stock. Pursuant to the Amended and Restated
Rights Agreement, Rights Certificates will not be mailed until after
a
Distribution Date (as defined in the Amended and Restated Rights
Agreement).
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3
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Form
of Rights Certificate (attached as Exhibit B to the above Amended
and
Restated Rights Agreement).
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SIGNATURE
Pursuant
to
the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: October
18, 2007
ICU
MEDICAL,
INC.
By:
/s/
FRANCIS J. O’BRIEN
Francis
J. O’Brien
Secretary,
Treasurer and
Chief
Financial Officer