Securities and Exchange Commission
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
Utah Medical Products, Inc.
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(Name of Issuer)
Utah Medical Products, Inc. (Issuer)
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(Name of Filing Persons)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
917488108
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(Cusip Number of Class of Securities)
Kevin L. Cornwell
Chairman and CEO
Utah Medical Products, Inc.
7043 South 300 West
Midvale, Utah 84047
(801-566-1200)
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(Name, address and telephone numbers of person
authorized to receive notices and
communications on behalf of filing
persons)
CALCULATION OF FILING FEE*
Transaction Valuation Amount of Filing Fee*
*Pursuant to General Instruction D to Schedule TO, no filing fee is required.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: [ N/A ] Filing Party: [ N/A ]
Form or Registration No.: [ N/A ] Date Filed: [ N/A ]
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
This Tender Offer Statement on Schedule TO relates to the offer by Utah
Medical Products, Inc. a Utah corporation, to purchase up to 1,000,000 shares,
or such lesser number of shares as are validly tendered and not withdrawn, of
its Common Stock, par value $.01 per share, including the associated common
stock purchase rights issued pursuant to the Rights Agreement, dated as of
October 28, 1994, between Utah Medical Products, Inc. and Registrar and Transfer
Company as Rights Agent, at a price of $8.20 per Share, net to the seller in
cash. This Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
Item 12. Exhibit.
(a) (5) Press Release, dated August 10, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UTAH MEDICAL PRODUCTS, INC.
By: /s/ KEVIN L. CORNWELL
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Name: Kevin L. Cornwell
Title: Chairman and Chief Executive Officer
Dated: August 11, 2000
EXHIBIT INDEX
Exhibit # Description (a) (5) Press Release, dated August 10, 2000.
<PAGE>
PRESS RELEASE
UTMD Announces Self-Tender for 16% of Its Shares
Contact: Paul Richins August 10, 2000
(801) 566-1200
Salt Lake City, Utah - Utah Medical Products, Inc. (Nasdaq:UTMD) announced today
that it intends to repurchase at a price of $8.20 per share up to 1,000,000 of
its shares, if tendered and not withdrawn by shareholders on or before September
15 representing approximately 16% of its currently outstanding shares. The
offering price is approximately 17% higher than the average price of UTMD shares
trading in the open market during the last twelve months. The highest trading
price during the last twelve months was $8.19.
The tender offer will commence August 17, or as soon as possible thereafter, and
will expire twenty business days thereafter, unless extended by the Company. If
the offer is over-subscribed, shares will be purchased first from shareholders
owning fewer than 100 shares and tendering all of such shares and then from all
other shares tendered on a prorata basis. The Company reserves the right to
purchase more than 1,000,000 shares. The tender offer will not be conditioned on
any minimum number of shares being tendered.
The Board of Directors of the Company has approved the tender offer but neither
the Company nor the Board of Directors is making any recommendation to
shareholders as to whether to tender or refrain from tendering their shares.
Shareholders must make their own decision whether or not to tender their shares
and, if so, how many shares to tender.
According to Chairman & CEO Kevin Cornwell, "UTMD has a very healthy business
with cash flows capable of servicing the additional debt it will incur. The
Company can afford to make an investment that by antidilution will substantially
enhance the value of shares held by its shareholders confident in UTMD's future,
who wish to continue holding UTMD's shares, by giving investors who are tired of
the low share price an opportunity to sell their shares at a premium over the
current price." Selling shareholders will have the added benefit of avoiding
brokerage commissions and odd lot fees. UTMD has obtained committed financing
for the self-tender in the form of a revolving line of credit from its bank.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of the Company's common
stock. The solicitation of offers to buy the Company's common stock will only be
made pursuant to the offer to purchase and related materials that the Company
will be sending out to its shareholders shortly. Shareholders should carefully
read the offer to purchase and related materials that the Company will be
sending out shortly because they contain important information, including
various terms and conditions to the offer. Shareholders can obtain the offer to
purchase and related materials free at the SEC's website at http://www.sec.gov,
which site is also linked to UTMD's website at http://www.utahmed.com, or from
UTMD's information agent, Registrar and Transfer Company, 10 Commerce Drive,
Cranford, NJ 07016 Attn: Reorganization Department, Telephone: (800) 368-5948,
Facsimile Number: (908) 497-2311. Shareholders are urged to carefully read these
materials prior to making any decision with respect to the offer.
Safe Harbor Statement: Except for historical information contained herein, the
matters set forth in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and are
subject to the safe harbor provisions of that Act. The forward-looking
statements set forth involve a number of risks and uncertainties that could
cause actual results to differ materially from any such statement. These risks
and uncertainties, and assumptions regarding the Company's future operations and
performance, could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements will prove to be accurate.
Utah Medical Products, Inc., with particular interest in healthcare for women
and their babies, develops, manufactures, assembles and markets a broad range of
disposable and reusable specialty medical devices designed for better health
outcomes for patients and their care-providers.
