UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 20, 1997
Commission File No. 1-12575
UTAH MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
UTAH 87-0342734
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
Address of principal executive offices
Registrant's telephone number: (801) 566-1200
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
a) On July 20, 1997, Utah Medical Products, Inc. ("UM" or "the Company") and
Columbia Medical & Surgical, Inc. (CMI) entered into a purchase agreement under
which UM purchased all of the common shares of CMI, a privately held corporation
located in Redmond, Oregon. CMI is the leading manufacturer and marketer of
vacuum-assisted obstetrical delivery systems in the U.S. UM is the leading
manufacturer and marketer of intrauterine pressure monitoring catheters used by
obstetricians during higher risk childbirths.
Operative vaginal deliveries provide knowledgeable physicians with an
alternative to C-section intervention. In operative vaginal deliveries, either
forceps or a vacuum-assisted extraction system are used to deliver a baby. UM
estimates that vacuum-assisted extraction, now the preferred approach, is
presently used for about 8-10% of all U.S. births. Columbia Medical estimates
it has achieved a 50% share of the market for vacuum-assisted products, a large
component of which are disposable extraction cups. Although vacuum extraction
historically has enjoyed even greater acceptance overseas than in the U.S.,
Columbia Medical does not have significant sales outside the U.S.
Over a sixteen year period, CMI and its owners, Larry Smith and Emily Smith,
developed a profitable and stable business which has resulted in predictable
demand for its recognized quality niche products. In addition to the vacuum-
assist obstetrics products, CMI has a line of urology devices, and maintains a
specialized subcontract injection molding operation for other companies in the
region.
Columbia's operations are located in a 20,000 square foot leased manufacturing
and administrative facility in Redmond, Oregon. Capabilities include plastic
and rubber injection molding, assembly, testing and advanced packaging in clean
room conditions. It has approximately 45 employees. Its products have been
sold through manufacturers representatives and will now be sold primarily, in
the U.S., by UM's own sales representatives.
The purchase price was approximately $8.1 million, including consideration for
patent rights and noncom petition agreements, paid in cash to Columbia's two
prior owners, Larry and Emily Smith. The acquisition will be considered a
purchase for accounting purposes. A $10,000,000 unsecured revolving promissory
note with First Security Bank, along with the Company's own cash, were used for
the purchase.
b) Plant, equipment and other physical property acquired through this
transaction were primarily used prior to this transaction by CMI for the
development, manufacturing, marketing and sales of medical devices. UM intends
to continue such use of the plant, equipment and other physical property.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements required by this item will be filed by amendment as
soon as practicable, but no later than October 3, 1997.
b) Pro-forma financial statements required by this item will be filed by
amendment as soon as practicable, but no later than October 3, 1997.
c) Exhibits
<TABLE>
<CAPTION>
SEC
Exhibit # Reference # Title of Document
<S> <C> <C>
1 2 Stock Purchase Agreement, dated as
of July 20, 1997 between Utah
Medical Products, Inc. and Columbia
Medical & Surgical, Inc.*
*To be filed by amendment.
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchanges Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UTAH MEDICAL PRODUCTS, INC.
REGISTRANT
Date: 8/4/97 By: /s/ Kevin L. Cornwell
Kevin L. Cornwell
CEO and CFO
