<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ICU MEDICAL
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
ICU MEDICAL, INC.
951 Calle Amanecer
San Clemente, California 92673
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 24, 1998
--------------------
This Annual meeting of Stockholders of ICU Medical, Inc. (the "Company") will
be held at the Country Side Inn and Suites, 35 Calle de Industrias, San
Clemente, California, Friday, April 24, 1998 at 10:00 a.m., Pacific Daylight
Time, for the following purposes:
1. To elect one director of the Company to serve for a term of three years
and until his successors has been elected and qualified;
2. To ratify the selection of Arthur Andersen LLP, independent certified
public accountants, as auditors for the Company for the year ending December
31, 1998; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has determined that only holders of Common Stock of
record at the close of business on March 13, 1998 will be entitled to receive
notice of, and to vote at, the Annual Meeting or any adjournment thereof.
The Board of Directors
/s/ Francis J. O'Brien
-----------------------------
Francis J. O'Brien, Secretary
San Clemente, CA
March 20, 1998
YOUR VOTE IS IMPORTANT
Please complete, sign, date and return the enclosed proxy promptly even though
you plan to attend the meeting in person. If you attend the meeting, you may
withdraw your proxy and vote in person.
THANK YOU FOR ACTING PROMPTLY
<PAGE>
ICU MEDICAL, INC.
951 CALLE AMANECER
SAN CLEMENTE, CALIFORNIA 92673
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ICU Medical, Inc. (the "Company") for use
at the Annual Meeting of Stockholders to be held April 24, 1998, at the Country
Side Inn and Suites, 35 Calle de Industrias, San Clemente, California at 10:00
a.m., Pacific Daylight Time, and at any adjournments thereof, for the purposes
set forth herein and in the accompanying Notice. The approximate date of mailing
of this Proxy Statement and the accompanying proxy is March 20, 1998.
PROXY INFORMATION
A stockholder giving a proxy may revoke it at any time before it is exercised
by filing with the Secretary of the Company a written notice of revocation or a
duly executed proxy bearing a later date. The powers of the proxy holders will
be suspended if the person executing the proxy is present at the Annual Meeting
and elects to vote in person. Subject to such revocation or suspension, all
shares represented by each properly executed proxy received by the Company will
be voted in accordance with the instructions indicated thereon, and if
instructions are not indicated, will be voted in favor of (i) the election of
the nominee for director named in, or otherwise nominated as set forth in, this
Proxy Statement, (ii) the proposal to ratify the selection of independent
certified public accountants.
RECORD DATE AND VOTING
As of March 13, 1998, the outstanding voting securities of the Company
consisted of 7,909,386 shares of $.10 par value Common Stock. Each stockholder
of record at the close of business on March 13, 1998, is entitled to one vote
for each share then held on each matter submitted to a vote of stockholders. The
presence in person or by proxy of holders of a majority of the issued and
outstanding Common Stock will constitute a quorum for the transaction of such
business as shall properly come before the meeting.
Generally, stockholder approval of a matter, other than the election of
directors, requires the affirmative vote of a majority of the shares present in
person or represented by proxy and entitled to vote on the matter. Directors are
elected by a plurality of the votes of the shares present in person or by proxy
and entitled to vote on the election of directors. Shares voted to abstain on a
matter will be treated as entitled to vote on the matter and will thus have the
same effect as "no" votes. Broker non-votes are not counted as entitled to vote
on a matter in determining the number of affirmative votes required for approval
of the matter, but are counted as present for quorum purposes. The term "broker
non-votes" refers to shares held by a broker in street name which are present by
proxy but are not voted on a matter pursuant to rules prohibiting brokers from
voting on non-routine matters without instructions from the beneficial owner of
the shares. The election of directors and ratification of the selection of
independent certified public accountants are generally considered to be routine
matters on which brokers may vote without instructions from beneficial owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to shares of Common Stock owned
as of March 13, 1998, by (i) each person who, insofar as the Company has been
able to ascertain, beneficially owned more than five percent of the outstanding
Common Stock; (ii) each director, (iii) each nominee for election as a director;
and (iv) all directors and officers as a group. Unless otherwise indicated in
the footnotes following the table, and subject to community property laws where
applicable, the Company believes that the persons as to whom the information is
given have sole voting and investment power over the shares listed as
beneficially owned.
1
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENT
OWNED OF
BENEFICIALLY CLASS(1)
---------------- -----------
<S> <C> <C>
Heartland Advisors............................................................... 1,012,000(9) 12.1%
Jesus Mejia, Trustee of the Christopher George
Lopez Children's Trust and the Nicholas George
Lopez Children's Trust......................................................... 941,739(2) 11.2%
Scudder Kemper Investments Inc................................................... 887,800(9) 10.6%
Dimensional Fund Advisors Inc.................................................... 451,000(9) 5.4%
George A. Lopez, M.D............................................................. 438,000(3) 5.2%
Jack W. Brown.................................................................... 23,500(4) *
John J. Connors.................................................................. 17,500(5) *
Michael T. Kovalchik III, M.D.................................................... 20,440(6) *
Richard H. Sherman, M.D.......................................................... 87,834(7) 1.0%
All officers and directors as a group (8 persons)................................ 681,674(8) 8.1%
</TABLE>
- -----------------
* Less than one percent
(1) Based on total shares of Common Stock outstanding plus outstanding options
to acquire stock currently exercisable or exercisable within 60 days held by
the beneficial owner(s) whose percent of outstanding stock is calculated.
(2) Mr. Mejia has sole voting and investment power with respect to the
Christopher George Lopez Children's Trust and the Nicholas George Lopez
Children's Trust. Mr. Mejia disclaims any beneficial interest in the shares held
by the Children's Trusts. The Children's Trusts were established by Dr. Lopez
for his minor children; the trusts are irrevocable, and Dr. Lopez disclaims any
beneficial interest in the shares held by the Children's Trusts.
(3) Includes options to acquire 438,000 shares. Does not include 12,006 shares
owned by his wife or 941,739 shares held in his Children's Trusts, as to which
Dr. Lopez disclaims beneficial ownership, and as to which he has no voting and
investment power. Also does not include 250,000 held by Dr. Lopez' wife as
Trustee of the Lopez CRT #1 for the benefit of Dr. Lopez and his wife, as to
which shares Dr. Lopez has no voting or investment power.
(4) Includes options to acquire 15,000 shares.
(5) Includes options to acquire 7,500 shares.
(6) Includes options to acquire 7,500 shares. Includes 4,315 shares held by Dr.
Kovalchik as custodian for his children. Does not include 1,650 shares
beneficially owned by his wife. Dr. Kovalchik disclaims beneficial ownership of
all of the shares held as custodian and the shares beneficially owned by his
wife.
(7) Includes options to acquire 7,500 shares.
(8) Includes options to acquire 480,500 shares.
(9) Information included solely in reliance information included in a Statement
on Form 13G filed with the Securities and Exchange Commission by the indicated
holder.
ELECTION OF DIRECTORS
NOMINEES AND DIRECTORS
One director, of the five directors currently constituting the Board of
Directors, is to be elected at the Annual Meeting and to hold office until the
year 2001 Annual Meeting and until his successor is elected and qualified. The
Company's Board of Directors is divided into three classes. Each year a
different class of directors is elected at the Annual Meeting to a three-year
term.
2
<PAGE>
In the election of directors, the proxy holders intend to vote for the
election of George A. Lopez, M.D., who is now a member of the Board and whose
current term of office is expiring. It is not anticipated that the nominee will
decline or be unable to serve as a director. If, however, that should occur,
the proxy holders will vote the proxies in their discretion for any nominee
designated to fill the vacancy by the present Board of Directors.
<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION
- ------------------------------------ ----- --------- ----------- ---------------------------------------------------
<S> <C> <C> <C> <C>
George A. Lopez, M.D................ 50 1984 1998 Chairman of the Board, President and Chief
Executive Officer of the Company
Jack W. Brown....................... 58 1992 2000 Chairman of the Board and President of Gish
Biomedical, Inc., disposable medical devices
John J. Connors..................... 58 1992 1999 Patent Attorney
Michael T. Kovalchik III, M.D....... 52 1989 1999 Physician and Director of the Dialysis Unit,
Charlotte Hungerford Hospital, Torrington,
Connecticut
Richard H. Sherman, M.D............. 51 1990 2000 Physician and Director of the Cardiology
Laboratory and Cardiac Rehabilitation for Milford
Hospital, Milford, Delaware
</TABLE>
One vacancy currently exists on the Board. The Board does not intend to
nominate anyone to fill the vacancy until a suitable Candidate is identified.
Dr. Lopez is the founder of the Company and has served as Chairman of the
Board, President and Chief Executive Officer for more than five years. He also
served as Secretary and Chief Financial Officer from January 1994 to October
1994. Dr. Lopez has held various offices and served as a director of the Company
since its founding in 1984 with some interruptions in service.
Messrs. Brown and Connors and Drs. Kovalchik and Sherman have been engaged in
their current occupations for more than five years. Mr. Connors served as
Secretary, Treasurer and Chief Financial Officer of the Company from April 30,
1996 until November 1, 1996 on an interim basis during a search for a candidate
to fill those positions permanently. Mr. Connors previously served as a
director from December 1988 to July 1989.
SPECIAL COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors has an Audit Committee which consists of Messrs. Brown
and Connors and Dr. Kovalchik. The Audit Committee makes recommendations
regarding the selection of independent public accountants, reviews reports from
the Company's independent public accountants and reviews with them the scope and
results of the audit engagement. The Audit Committee met twice in 1997.
The Board of Directors has a Compensation Committee of the Board, consisting
of Mr. Brown and Drs. Kovalchik and Sherman. The Compensation Committee, as more
fully described in the Compensation Report, approves salary practices for
executive personnel, establishes the compensation of executive officers and
authorizes the grant of stock options. The Compensation Committee met six times
in 1997.
During 1997, the Board met 15 times. Each director attended more than 75% of
the total of all meetings of the Board and any committees on which he serves.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee (the "Committee") consists of three directors
who are not employees or former employees of, or consultants to, the Company.
The Committee approves salary practices for executive personnel, reviews the
performance of the Company and the executive officers, sets performance
objectives, establishes the compensation of executive officers, including the
Chief Executive Officer, and authorizes the grant of options under the 1993
Stock Incentive Plan ("1993 Plan").
3
<PAGE>
The Company's policy in compensating executive officers is to establish
methods and levels of compensation that will provide strong incentives to
promote the profitability and growth of the Company and reward superior
performance and that are sufficiently competitive to attract, retain and
motivate highly competent management personnel. Compensation of executive
officers includes base salary, performance-based incentive bonuses and stock-
based programs.
In 1996, with the assistance of a compensation consultant, the Committee
developed an executive compensation policy which provides a base salary and, if
certain performance objectives are met, incentive bonuses and stock options
which are awarded and paid semi-annually. The Committee considers total
compensation paid to executive officers holding comparable positions in
comparable companies and sets base salaries of the Company's executive officers
at low percentiles of the range of comparable compensation. In addition to the
base salary, if performance objectives established by the Committee are met,
officers will receive bonuses equal to 25% to 40% of their base salaries and
will receive stock options equal in value to an additional 25% to 40%. Options
will be valued based on a valuation model. If performance objectives are
achieved and officers receive the entire amount of incentive compensation
available to them, their compensation could be at the highest percentiles of
compensation for comparable positions. The Committee believes that the emphasis
on performance-based and stock-based compensation serves to align the interests
of the executive officers with the interests of the Company's stockholders.
Stock options to be received by officers pursuant to the executive
compensation policy described above are awarded under the 1993 Plan. Options
granted under the 1993 Plan become exercisable on the achievement of performance
objectives established by the Committee or 10 years form the date of grant. The
1993 Plan and the performance objectives are designed so that the options will
motivate the officers toward and reward them for achievement of the performance
objectives.
In November 1997, the Committee elected to accelerate option grants to
officers of the Company, other than Dr. Lopez, by a one-time grant of options
covering the estimated number of shares which otherwise would be covered by
options that the Company would expect to award over a five year period under the
executive compensation policy described above. The options were granted with
the understanding that no additional options would be granted to the recipients
under the executive compensation policy for five years. The Committee, which
received advice from an independent compensation consultant, decided to
accelerate the option grants to create a significant incentive to the Company's
key managers. The Committee believed that awarding options for a large number
of shares exercisable at $10.94 per share, the fair market value on the date of
grant, would provide a greater current incentive than smaller semiannual grants
which, in the future, might have higher exercise prices if the market value of
the Company's stock increases. The Committee also believed that granting
options to purchase a large number of shares created an additional incentive by
providing the key managers the potential of acquiring a substantial equity
interest in the Company.
At the time that the options were granted, the Committee established a
series of performance objectives which, if met, would cause the options to
become exercisable earlier than 10 years from the date of grant. It is expected
that the performance objectives will not be met until at least several years
after the expected awards normally would have been made. The Committee further
provided that options could not be exercised as to more than 20% cumulatively of
the covered shares each year from 1998 through 2002.
The Committee guaranteed the 1997 incentive bonuses for one officer without
regard to the achievement of the performance goals established under the
executive compensation policy. The bonuses were guaranteed in recognition of
the fact that the officer, who had only recently joined the Company, would
require time to acquaint himself with the Company's operations and affairs
before he could be expected to contribute significantly to the achievement of
the performance objectives.
Bonuses were paid to officers who were deemed to have met the performance
objectives for the first and second halves of 1997, and options were granted to
officers, other than Dr. Lopez, for the first half of 1997. No options were
granted to officers, other than Dr. Lopez, as a result of achievement of the
performance objectives for the second half of 1997 because of the grants awarded
in November 1997 as described above.
4
<PAGE>
The base salary paid to Dr. Lopez in 1997 was set by the Committee in
accordance with the Company's executive compensation policy at a low percentile
of the range of total compensation paid to Chief Executive Officers of companies
that the Committee deemed to be comparable to the Company. Under the executive
compensation policy, Dr. Lopez received incentive bonuses of 75% of his base
salary. Dr. Lopez would also have received stock options with a value equal to
75% of his base salary, but the repricing of options as described below is
treated as a grant of options to purchase 750,000 shares for purposes of the
annual limit on option grants to any one individual under the 1993 Plan, so that
no additional options could be granted to Dr. Lopez in 1997. In January 1998,
Dr. Lopez received options which would have been granted to him in 1997 but for
the annual limit on option grants. The executive compensation policy sets the
incentive bonuses and the value of stock options to be awarded to Dr. Lopez at a
higher percentage of his base salary than that awarded to other officers. The
Committee believes that in view of the Chief Executive Officer's overall
responsibility for the success of the Company, it is appropriate that a larger
portion of his compensation be contingent on performance.
During 1997, the Committee authorized the cancellation and regrant at lower
exercise prices of options to purchase 750,000 shares previously granted to Dr.
Lopez. Following the original grant of the options, the market price of the
Company's Common Stock had declined significantly so that the exercise prices of
the options were significantly higher than the market price of the underlying
share. The Committee did not believe that the decline in the market price in
the Company's Common Stock reflected any decline in the Company's performance.
The Committee decided to regrant the options at lower exercise prices because it
believed that the disparity between the market value of the Common Stock and the
high exercise price of the options eliminated the incentive that the options
were designed to provide.
In 1997, the Committee authorized the amendment of each 1,000 share option
automatically granted to new employees to change the exercise price of option
grants through December 31, 1996 to $8.31 per share, equal to the fair market
value on the date of the amendment. Most of those options had exercise prices
significantly higher than the then current market value, and the purpose of the
amendment was to restore the incentive that the options were designed to
provide. Mr. O'Brien was the only officer among the new employees who benefited
from this amendment.
Adjustments to Option Exercise Prices
TEN-YEAR OPTION REPRICINGS
The following table contains information about adjustments to the exercise
prices of outstanding options held by executive officers since the Company's
initial public offering of its Common Stock on March 31, 1992. All adjustments
were done by cancellation of the original options and the grant of a new option
with exercise prices equal to fair market value of the common Stock on the date
of grant.
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE EXERCISE ORIGINAL TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING
OPTIONS TIME OF TIME OF NEW AT DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED(#) AMENDMENT($) AMENDMENT($) PRICE ($) AMENDMENT
- ----------------------------- --------- ------------- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
George A. Lopez, M.D......... 1/2/97 470,000 $8.19 $16.25 $8.19 8.0 years
George A. Lopez, M.D......... 1/31/97 280,000 8.31 15.38 8.31 10.4 years
Francis J. O'Brien........... 1/31/97 1,000 8.31 8.69 8.31 10.8 years
George A. Lopez, M.D......... 10/3/96 90,000 7.69 16.25 7.69 8.3 years
Evelyn L. Foss............... 12/10/96 15,000 8.19 15.38 8.19 10.5 years
</TABLE>
March 13, 1998
COMPENSATION COMMITTEE
Jack W. Brown
Michael T. Kovalchik III, M.D.
Richard H. Sherman, M.D.
5
<PAGE>
Summary of Cash and Certain Other Compensation
The following table shows the compensation earned for the past three years
by each of the Company's executive officers whose 1997 compensation exceeded
$100,000 (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------ Securities Underlying
Name and Position YEAR SALARY ($) Bonus(1) Options(#)
- ----------------------------------------- ---- ---------- ----------- ------------------------
<S> <C> <C> <C> <C>
George A. Lopez.......................... 1997 $166,000 $124,500 750,000(2)
Chairman of the Board, 1996 149,990 --- 750,000(3)
President and Chief Executive Officer 1995 149,990 170,078 ---
Francis J. O'Brien (5)................... 1997 150,000 65,000 125,150(4)
Secretary, Treasurer and 1996 25,000 8,333 45,509
Chief Financial Officer
Richard A. Costello(6)................... 1997 102,185 55,750 69,111
Vice President of Sales
Evelyn L. Foss........................... 1997 117,657 47,500 105,949
Vice President of Operations 1996 95,122 --- 15,000
1995 65,000 73,705 ---
</TABLE>
(1) 1995 amounts represent bonuses earned during the 12 month period ended
November 30, 1995, one-half of which was paid on December 20, 1995 of such
year and one-half of which was paid on December 20, 1996. Does not include
amounts paid that were earned during a prior year. Such bonuses were not
earned after November 30, 1995, and no bonuses were paid to named
executives in 1996. 1997 amounts represent bonuses earned during the 12
month period ended December 31, 1997, a portion of which was paid in 1998.
(2) Represents the cancellation and granting of 750,000 options.
(3) Represents the grant of 660,000 options and the cancellation and granting
of 90,000 grants.
(4) Represents the Grant of 124,150 options and the cancellation and granting
of 1,000 options.
(5) Mr. O'Brien became Chief Financial Officer on November 1, 1996.
(6) Mr. Costello was elected Vice President of Sales on December 18, 1997.
Stock Option Grants
Options to purchase Common Stock of the Company were granted in 1997 to
employees under the 1993 Plan, which provides for the grant of options to
purchase up to 3,275,000 shares. The exercise price of options granted under
the 1993 Plan is the fair market value of the Common Stock on the date of grant.
Options granted under the 1993 Plan expire eleven years from issuance and are
time-accelerated options which vest upon the earlier of the Company achieving
specific operating performance levels or ten years from the date of grant.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C>
NUMBER OF % OF TOTAL EXERCISE
SECURITIES OPTIONS OR BASE
UNDERLYING GRANTED TO PRICE
OPTIONS EMPLOYEES PER SHARE EXPIRATION
NAME GRANTED (#) IN 1997 ($/SH) DATE 5% ($) (1) 10% ($) (1)
- --------------------- -------------- ----------- --------- ---------- ----------- ------------
George A. Lopez, M.D. 470,000(2) 34% $ 8.19 1/2/08 $2,733,475 $ 7,131,025
280,000(2) 20% 8.31 1/31/08 1,653,315 4,313,129
Francis J. O'Brien 1,000(2) * 8.31 1/31/08 5,905 15,404
1,000 * 7.63 7/1/08 5,416 14,130
123,150 9% 10.94 11/19/08 959,090 2,502,052
Richard A. Costello 6,541 * 7.63 7/1/08 35,428 92,424
1,000 * 10.38 9/28/08 7,370 19,226
61,570 4% 10.94 11/19/08 478,358 1,247,929
Evelyn L. Foss 1,000 * 8.31 1/31/08 5,905 15,404
1,000 * 8.56 6/8/08 6,082 15,867
10,359 1% 7.63 7/1/08 56,108 146,373
93,590 7% 10.94 11/19/08 727,132 1,896,926
</TABLE>
(1) The rates of stock appreciation reflected in the table are assumed solely
for the purpose of compliance with the rules of the Securities and Exchange
Commission relating to the disclosure of executive compensation. The Company's
Common Stock has at time appreciated at rates substantially different than the
assumed rates and at other times the value of the Common Stock has declined.
Neither the assumed appreciation rates nor the actual changes in the share value
since the dates of option grants are necessarily indicative of any future value
of the Common Stock. The actual realizable value of the options may be
substantially greater or less than that reflected in the table depending on the
actual changes in the share value during the options' terms.
(2) Replacement of cancelled option.
Stock Option Exercises and Holdings
AGGREGATED OPTION EXERCISES IN 1997 AND YEAR-END OPTION VALUES
The following table contains information about stock options exercised
during 1997, and stock options held at December 31, 1997, by the named executive
officers of the Company.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT YEAR-END(#) YEAR-END($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------- ------------ ------------ --------------------------- --------------------------------
<S> <C> <C> <C> <C>
George A. Lopez, M.D....... --- --- 0 / 1,320,000 (1) $0 / $3,640,000
Francis J. O'Brien......... --- --- 0 / 169,659 0 / 394,477
Richard A. Costello........ 1,000 $3,415 0 / 93,637 0 / 230,930
Evelyn L. Foss............. --- --- 0 / 150,949 0 / 340,678
- ---------------------------
</TABLE>
(1) Excludes 560,000 option for which vesting was accelerated to February 1998
by action of the Compensation Committee in February 1998. Their value as
included with unexercisable options at December 31, 1997 was $2,390,000.
7
<PAGE>
Performance Graph
The following graph shows the total stockholder return on the Company's Common
Stock based on the market price of the Common Stock from January 1, 1993 to
December 31, 1997 and the total returns of the Nasdaq Stock Market Index and
Common Stocks of a peer group selected by the Company for the same period.
COMPARISON OF TOTAL RETURN FROM JANUARY 1, 1993 TO DECEMBER 31, 1997
AMONG ICU MEDICAL, INC., THE NASDAQ STOCK MARKET INDEX AND PEER GROUP
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 3/31/97
- -----------------------------------------------------------------------------------------------------------------------
ICU Medical, Inc. 100.0 168.1 160.3 175.9 81.5 128.0
- -----------------------------------------------------------------------------------------------------------------------
NASDAQ 100.0 114.8 112.2 158.7 195.2 239.5
- -----------------------------------------------------------------------------------------------------------------------
Peer Group 100.0 64.2 66.7 132.3 94.1 63.3
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested on January 1, 1993 in the Company's Common Stock, the
Nasdaq Stock Market Index and the Peer Group.
The companies in the peer group selected by the Company are Gish Biomedical,
Inc., Luther Medical Products, Inc., Marquest Medical Products, Inc., Quest
Medical, Inc. and Utah Medical Products, Inc. The basis for the selection of the
companies in the peer group is that, like the Company, they are all small to
mid-size producers of disposable medical products for use in intravenous
systems. The peer group for the graph above has been changed from the peer group
for prior years' performance graphs, by including Quest Medical, Inc. in place
of Medex, Inc. because there has been no public market for Medex shares since
its acquisition in 1997.
Directors' Compensation
During 1996, the Company paid directors who are not employees of the
Company an annual retainer of $7,500 plus $750 per day for attendance at
meetings of the Board and Committees of the Board, or $375 if the meeting is
conducted telephonically. In January 1998, the Company amended its directors'
compensation program to pay non-employee directors an annual retainer of $10,000
plus $1,000 per day for attendance at meetings of the Board and $500 if the
meeting is conducted telephonically; pay for meetings of Committees of the Board
were not changed. In 1997 the Company, upon approval by the stockholders,
adopted the Directors' Stock Award Plan under which the Company will
automatically award 1,000 shares of Common Stock to each non-employee director
on the date of each Annual Meeting. The first awards were made to four
directors in 1997.
8
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EMPLOYMENT AGREEMENTS
The Company has employment agreements with each named executive officer
which provides for an annual base salary and a bonus payable in cash. Dr.
Lopez' agreement also provides for an additional bonus payable in options to
acquire the Company's Common Stock under the 1993 Option Plan based on
achievement of specified performance goals for periods after 1998. Unless
earlier terminated, the employment agreements expire on June 30, 1998, at which
time they can be renewed. Under provisions of the employment agreements, a
bonus was payable in options to acquire the Company's Common Stock based on
achievement of certain performance goals. Those provisions were, in effect,
superceded by an award of stock options in November 1997 in place of options
that might have been awarded over the succeeding five years. A similar award
was made to Dr. Lopez in January 1998, but related only to options that might
have been awarded in 1998. Options vest only upon the earlier of the Company
achieving specific operating performance levels or ten years from the date of
grant.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company has, from time to time, made personal loans to Richard A.
Costello, who became Vice President of Sales of the Company on December 18,
1997. The largest amount outstanding during 1997 was $78,875, and the amount
outstanding at March 13, 1998 was $67,652. Outstanding amounts bear interest at
4% to 7%. The Company anticipates that it may forgive a portion of the loans
and accrued interest as a bonus to Mr. Costello in 1998.
SELECTION OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen LLP,
independent certified public accountants, as auditors of the Company for the
year ending December 31, 1998, and has further directed that management submit
the selection of auditors for ratification by the stockholders at the Annual
Meeting. Arthur Andersen LLP has audited the Company's financial statements for
the last nine years. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they so desire and respond to appropriate questions.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. If any other matters are properly presented for action, the persons
named in the accompanying proxy intend to vote on such matters in their
discretion.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1997, is
included in the document of which this Proxy Statement is a part. Any
stockholder who has not received a copy may obtain one by writing to the
Company.
THE COMPANY WILL ALSO PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND RELATED SCHEDULES, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST IN WRITING FROM ANY PERSON
WHO WAS A HOLDER OF RECORD, OR WHO REPRESENTS IN GOOD FAITH THAT HE OR SHE WAS A
BENEFICIAL OWNER, OF COMMON STOCK OF THE COMPANY ON MARCH 13, 1998. ANY SUCH
REQUEST SHALL BE ADDRESSED TO THE SECRETARY OF THE COMPANY AT 951 CALLE
AMANECER, SAN CLEMENTE, CA 92673.
9
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NOMINATION OF DIRECTORS AND
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder who intends to nominate persons for election as directors at
an annual meeting shall, not less than 50 days nor more than 75 days prior to
the date of the annual meeting, deliver a notice to the Secretary of the Company
setting forth (a) as to each nominee whom the stockholder proposes to nominate
for election or reelection as a director, (i) the name, age, business address
and residence address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of shares of capital stock
of the corporation which are beneficially owned by the nominee and (iv) any
other information concerning the nominee that would be required under the rules
of the Securities and Exchange Commission in a proxy statement soliciting
proxies for the election of such nominee; and (b) as to the stockholder giving
the notice, (i) the name and record address of the stockholder and (ii) the
class and number of shares of capital stock of the Company which are
beneficially owned by the stockholder. Such notice shall include a signed
consent of each such nominee to serve as director of the Company, if elected.
The Company may require any proposed nominee to furnish such other information
as may reasonably be required by the Company to determine the eligibility for
such proposed nominee to serve as a director of the Company. A proposal by a
stockholder intended to be presented at the 1999 Annual Meeting must be received
by the Company at its principal executive offices by November 18, 1998, to be
included in the Proxy Statement for that meeting, and all other conditions for
such inclusion must be satisfied.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of the Company's Common
Stock to file reports on prescribed forms regarding ownership of and
transactions in the Common Stock with the Securities and Exchange Commission and
to furnish copies of such forms to the Company. Based solely on a review of the
forms received by it, the Company believes that with respect to 1997 the
following Section 16(a) filings were not filed on a timely basis: Form 3 for
Richard A. Costello; Form 4s for Michael T. Kovalchik III, M.D. and Richard H.
Sherman, M.D., for one transaction each; Form 5s for John J. Connors and
Michael T. Kovalchik III, M.D.
SOLICITATION OF PROXIES
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail, telephone or telegram and personally by
directors, officers and other employees of the Company, but such persons will
not receive compensation for such services over and above their regular
salaries. The Company will reimburse brokers, banks, custodians, nominees and
fiduciaries holding stock in their names or in the names of their nominees for
their reasonable charges and expenses in forwarding proxies and proxy material
to the beneficial owners of such stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Francis J. O'Brien
------------------------------
Francis J. O'Brien, Secretary
10
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[MAP APPEARS HERE]
<PAGE>
ICU MEDICAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George A. Lopez, M.D. and Francis J. O'Brien,
and each of them, proxies of the undersigned, each with full power to act
without the other and with power of substitution, to represent the undersigned
and vote as directed on the reverse all shares of stock of ICU Medical, Inc.
(the "Company") which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders to be held on Friday, April 24, 1998, or any
adjournments thereof, and in their discretion upon such other business as may
properly come before the Annual Meeting or any adjournments thereof.
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COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
FOLD AND DETACH HERE
<PAGE>
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FOLD AND DETACH HERE
[X] Please mark
your votes
as indicated
The shares represented by this Proxy will be voted as directed herein, but if
no directions are indicated, will be voted FOR the election of all nominees of
the Board of Directors, and FOR Proposal 2.
Item 1-Election of director FOR WITHHELD
George A. Lopez, M.D. [ ] [ ]
Item 2-The proposal to ratify FOR AGAINST ABSTAIN
the selection of Arthur Andersen LLP [ ] [ ] [ ]
as auditors for the Company.
- --
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Signature(s) ___________________________ Date _________________________, 1998
NOTE: Please sign exactly as your name appears hereon. When signing as
attorney, executor, administrator, trustee, or guardian, set forth your full
title. When shares are held in more than one name, both parties should sign.
