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
(Amendment No. 4)
Utah Medical Products, Inc.
---------------------------
(Name of Issuer)
Utah Medical Products, Inc. (Issuer)
------------------------------------
(Name of Filing Persons)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
917488108
-------------------------------------
(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)
----------------------------------------------------------------------------
(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
$8,200,000 $1,640
* Calculated solely for the purpose of determining the amount of the filing
fee, based on the purchase of 1,000,000 shares of Common Stock, par value
$.01 per share, at the tender offer price of $8.20 per share.
[X] 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: $1,640
Filing Party: Utah Medical Products, Inc.
Form or Registration No.: Amendment No. 1 to Schedule TO
Date Filed: August 18, 2000
[ ] 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 Amendment No. 4 to the Tender Offer Statement on Schedule TO relates
to the tender offer by Utah Medical Products, Inc., a Utah corporation ("UTMD"
or the "Company"), to purchase 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as are validly tendered and not withdrawn, of its Common Stock, par value $.01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, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 18, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal which, as they may be amended from time to time,
together constitute the "Offer," copies of which were previously filed on
Amendment No. 1 to the Schedule TO as Exhibit (a)(1)(A) and (a)(1)(B),
respectively. This Amendment No. 4 to the 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. Exhibits.
(a)(5)(D) Form of Press Release issued by the Company dated September 19, 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
------------------------------------
Name: Kevin L. Cornwell
Title: Chairman and Chief Executive Officer
Dated: September 19, 2000
EXHIBIT INDEX
Exhibit # Description
------------- -----------
(a)(5)(D) Press Release, dated September 19, 2000
<PAGE>
EXHIBIT (a) (5) (D)
PRESS RELEASE
UTMD Announces Results of Self-Tender
Contact: Paul Richins September 19, 2000
(801) 566-1200
Salt Lake City, Utah - Utah Medical Products, Inc.'s (Nasdaq:UTMD) Tender Offer
for 1,000,000 of its Shares at $8.20 per share, initially announced on August
10, expired at 5:00 p.m. Eastern Time Friday September 15. According to
preliminary results tabulated by Registrar and Transfer Company, the Depositary
for the Offer, which need final verification, shareholders tendered 1,607,000
shares.
In accordance with the applicable regulations of the SEC, which allow the
Company to purchase pursuant to the Offer an additional amount of shares not to
exceed 2% of UTMD's outstanding shares, UTMD will purchase 100% of the odd lots
and 69% of all other shares tendered, or about 1,120,000 total shares. UTMD
estimates that proceeds will be distributed to selling shareholders by the
Depositary in about two weeks' time.
After the Offer, UTMD's outstanding shares will number approximately 5,034,000.
Given UTMD's ability to generate cash from its operations, the Board of
Directors is pleased to have the opportunity to repurchase shares at such a low
value, and remains committed to increasing shareholder value with an ongoing
share repurchase program. Shareholders who did not tender their shares now own
21% more of UTMD than they did before the Offer expired.
CEO Kevin Cornwell states, "This year has obviously been a difficult year for
UTMD in terms of sustaining its top line sales growth. In the U.S., competition
has been keen in our core product areas and hospitals have been increasingly
constrained in their ability to buy premium products; and overseas, the strength
of the dollar has impeded business activity. We believe external market
conditions will improve, and in addition, look forward to introduction of new
products from internal product development, and the possibility of finding and
successfully completing an accretive acquisition. Despite the recent period of
slower sales, UTMD remains very profitable and operationally fit. I believe we
will begin to renew UTMD's sales growth, with the resulting improving
performance together with the share repurchases generating more interest from
investors looking for excellent stock values."
Investors are cautioned that this press release contains forward looking
statements and that actual events may differ from those projected. Risks factors
that could cause results to differ materially from those projected include
market acceptance of products, timing of regulatory approval of new products,
UTMD's ability to efficiently manufacture, market, and sell its products, among
other factors that have been outlined in UTMD's public disclosure filings with
the SEC.
