FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
UTAH MEDICAL PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 87-0342734
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7043 S. 300 W.
MIDVALE, UTAH 84047
(Address of Principal (Zip Code)
Executive Offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 NEW YORK STOCK EXCHANGE
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO REGISTERED
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GENERAL
Utah Medical Products, Inc. (the "Company"), is authorized to issue
50,000,000 shares of Common Stock, $0.01 par value; and 5,000,000 shares of
preferred stock, $0.01 par value. The Company's Common Stock has been accepted
for listing on the New York Stock Exchange.
COMMON STOCK
As of December 5, 1996, the Company had 8,783,028 shares of Common Stock
issued and outstanding. The holders of Common Stock are entitled to one vote
per share on each matter submitted to a vote at any meeting of stockholders.
Holders of Common Stock do not have cumulative voting rights (except under
certain limited circumstances described hereafter), and therefore, a majority of
the outstanding shares voting at a meeting of stockholders are able to elect the
entire Board of Directors, and if they do so, minority stockholders would not be
able to elect any members to the Board of Directors. The Company's bylaws
provide that a majority of the issued and outstanding shares of the Company
constitutes a quorum for stockholders' meetings, except with respect to certain
matters for which a greater percentage quorum is required by statute.
Stockholders of the Company have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights, except as provided
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in certain preferred stock purchase rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after satisfaction of all liabilities and the payment of any liquidation
preferences.
Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends. In January 1994, the Board of Directors suspended the
Company's cash dividends in favor of continued stock repurchases, following the
payment of dividends in 1993. Dividends were not paid prior to 1993. No
dividends were paid on Company Common Stock in 1994 or 1995.
SELECTED PROVISIONS OF THE ARTICLES OF INCORPORATION
Under the Company's Articles of Incorporation, the Company's Board of
Directors is authorized, without shareholder action, to issue preferred stock in
one or more series and to fix the number of shares and rights, preferences and
limitations of each series. Among the specific matters that may be determined
by the Board of Directors are the dividend rate, the redemption price, if any,
conversion rights, if any, the amount payable in the event of any voluntary
liquidation or dissolution of the Company and voting rights, if any. The Board
of Directors has designated 500,000 shares as Series A Preferred Stock but the
Company has no shares of Series A Preferred Stock (or any other class or series
of preferred stock) issued and outstanding as of December 5, 1996.
The Company's Articles of Incorporation also contain certain provisions
that: (a) require advance notice of nominees for election to the board of
directors; (b) classify the board of directors into three classes, with each
class serving staggered three-year terms; (c) provide that directors may be
removed only for cause or, in the absence of cause, only with the approval of
the vote of two thirds of the votes entitled to be cast; (d) provide that any
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vacancy on the board of directors may be filled only by the remaining directors
then in office, even if such directors constitute less than a quorum; (e) grant
cumulative voting on the election of directors if a person or group of related
persons owning in excess of 40% of the Company's common stock opposes management
of the Company in a separate proxy solicitation or in an election contest; (f)
require advance notice regarding business to be conducted at shareholders'
meetings; (g) deny action by the written consent of the holders of a majority of
the voting shares; (h) prohibit the Company from paying a premium upon the
redemption of stock in excess of the fair market value of such stock from a
shareholder that has acquired 5% or more of the Company's common stock; (i)
authorize the board of directors to consider all factors in evaluating a
proposed tender offer or other attempted takeover; and (j) require an
affirmative vote of shareholders holding at least two-thirds of the Company's
common stock to approve a business combination with a person or group of related
persons owning in excess of 5% of the Company's common stock unless such
business combination requires the payment of a fair price for the Company's
stock, prohibits the Company from entered into certain transactions or taking
certain actions with related parties and requires prior notice to have been
provided to the shareholders or, alternatively, the business combination is
approved by two-thirds of the directors that were not elected by or at the
request of the interest person or persons. As a corollary to the above
substantive provisions, the anti-takeover provisions increase the shareholder
vote required to amend and repeal, or to adopt any provision inconsistent with,
any of the anti-takeover provisions from more votes cast for than against such
proposal, to two-thirds of the votes entitled to be cast.
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ITEM 2: EXHIBITS
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Copies of the following documents shall be filed with the New York Stock
Exchange as exhibits to this Registration Statement but are not required to be
filed, and will not be filed, with the Securities and Exchange Commission.
Exhibit
No. Title of Document
1 Form 10-K for the year ended December 31, 1995
2 Form 10-Q for the quarter ended March 31, 1996
3 Form 10-Q for the quarter ended June 30, 1996
4 Form 10-Q for the quarter ended September 30, 1996
5 Definitive proxy materials used in connection with the May 17,
1996 annual meeting of shareholders
6 Articles of Incorporation, as amended
7 Bylaws
9 Specimen Stock Certificate
10 Annual Report to Shareholders
SIGNATURES
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.
Dated: December 19, 1996 UTAH MEDICAL PRODUCTS, INC.
By: /s/ Kevin L. Cornwell, President and CEO
