<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1996
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
ICU MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0022692
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
951 Calle Amanecer
San Clemente, California 92673
(Address of Registrant's Principal Executive Offices) (Zip Code)
ICU MEDICAL, INC.
DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
------------
JOHN J. CONNORS
Secretary, Treasurer and Chief Financial Officer
ICU Medical, Inc.
951 Calle Amanecer
San Clemente, California 92673
(Name and Address of Agent for Service)
(714) 366-2183
(Telephone Number, Including Area Code, of Agent for Service)
------------
With a Copy to:
STEPHEN E. NEWTON, Esq.
Kindel & Anderson L.L.P.
555 South Flower Street
Los Angeles, California 90071
(213) 680-2222
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 225,000 shares $19.875(1) $4,471,875 $1,543
===============================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee based
upon the average of the high and low prices of the Common Stock reported by
the Nasdaq National Market on May 15, 1996
================================================================================
Exhibit Index at Page II-6
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of the filing of this Registration Statement and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities registered under this Registration Statement
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents.
The following documents filed with the Commission (File No. 0-19974) are
incorporated in this Registration Statement by reference:
1. Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.
2. Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
There is incorporated in this Registration Statement by reference the
description of Registrant's Common Stock contained in Registrant's Prospectus
(Subject to Completion) in Registrant's Registration Statement on Form S-1
(Registration No. 33-45734) filed with the Commission on February 14, 1992,
which description was incorporated by reference into Registrant's Registration
Statement on Form 8-A dated March 19, 1992 filed with the Commission under the
Exchange Act on March 21, 1992.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
Section 145 of the General Corporation Law of Delaware (the "GCL")
permits, and under certain circumstances requires, Registrant to indemnify its
directors, officers, employees and agents subject to certain conditions and
limitations. Article VII of Registrant's Bylaws requires it to indemnify
directors and permits it to indemnify officers, employees and agents to the full
extent permitted by the GCL. Registrant has also entered into Indemnity
Agreements with its officers pursuant to which Registrant has agreed to
indemnify them. The Indemnity Agreements require indemnification of officers,
under circumstances in which such indemnification would otherwise be
discretionary, unless Registrant sustains the burden of proving that the officer
has not met the applicable standard of conduct. Registrant is not obligated to
make any payment prohibited by law. Registrant's Bylaws, together with the
Indemnity Agreements, expand its indemnification obligations to the full extent
permitted by law. While Delaware law contemplates some expansion of
indemnification beyond what is specifically authorized by the GCL, the courts
have not yet established the boundaries of permissible indemnification.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
4 Not applicable.
5.1 Opinion of Kindel & Anderson L.L.P.
15 Not applicable.
23.1 Consent of Kindel & Anderson L.L.P. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney of certain officers and directors (included on
Page II-5).
28 Not applicable.
29 Not applicable.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 20, 1996.
ICU MEDICAL, INC.
By GEORGE A. LOPEZ
--------------------
George A. Lopez
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George A. Lopez and John J. Connors, or either of
them, his or her attorneys-in-fact, with full power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
GEORGE A. LOPEZ Chairman of the Board May 20, 1996
- ---------------------------- and Chief Executive Officer,
George A. Lopez (Principal Executive Officer)
JOHN J. CONNORS Treasurer, May 20, 1996
- ---------------------------- Chief Financial Officer
John J. Connors and Director
(Principal Financial Officer)
WILLIAM C. MOORE Controller May 20, 1996
- ---------------------------- (Principal Accounting Officer)
William C. Moore
MICHAEL T. KOVALCHIK, III Director May 20, 1996
- ----------------------------
Michael T. Kovalchik, III
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
RICHARD H. SHERMAN Director May 20, 1996
- ----------------------------
Richard H. Sherman
JACK W. BROWN Director May 20, 1996
- ----------------------------
Jack W. Brown
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibits
- --------
5.1 Opinion of Kindel & Anderson L.L.P.
23.1 Consent of Kindel & Anderson L.L.P.
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney of certain officers
and directors (included on Page II-4).
II-6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF KINDEL & ANDERSON L.L.P.]
REFER TO FILE NO.
May 21, 1996
54126-006
ICU Medical, Inc.
951 Calle Amanacer
San Clemente, CA 92673
Ladies and Gentlemen:
We have acted as counsel to ICU Medical, Inc., a Delaware corporation
(the "Company"), in connection with its filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement"). The Registration Statement
covers 225,000 shares of the Company's Common Stock to be issued by the Company
on the exercise of options (the "Options") granted under the ICU Medical Inc.
Directors' Stock Option Plan.
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction, of such documents as we have deemed necessary or
appropriate for purposes of this opinion. We have also examined the proceedings
heretofore taken, and are familiar with the additional proceedings proposed to
be taken, in connection with authorization, issuance and sale of the Company's
Common Stock.
Based on such examination, we are of the opinion that the 225,000
shares of Common Stock to be issued by the Company, on the issuance and sale
thereof in the manner contemplated by the Options, will be legally and validly
issued, fully paid and nonassessable.
<PAGE>
[LETTERHEAD OF KINDEL & ANDERSON L.L.P.]
ICU Medical, Inc.
May 21, 1996
Page 2
We consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
KINDEL & ANDERSON L.L.P.
By Stephen E. Newton
----------------------
Stephen E. Newton
SEN:tyh
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (covering 225,000 shares of the
Company's Common Stock to be issued by the Company on the exercise of options
granted under the ICU Medical, Inc. Directors' Stock Option Plan) of our reports
dated January 31, 1996 included in ICU Medical, Inc.'s Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
May 21, 1996
