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SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 30, 1999
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ICU MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE.
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(State or other jurisdiction of incorporation)
0-19974 33-0022692
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(Commission File Number) (I.R.S. Employer Identification No.)
951 Calle Amanecer San Clemente, California 92673
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 366-2183
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N/A
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
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On July 15, 1997, the Board of Directors of ICU Medical, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Company Common Stock to stockholders of record at the close of business
on July 28, 1997. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, no par value (the "Preferred Stock"), at a Purchase Price of $50 per one
one-hundredth of a share, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Chase Mellon Shareholder Services, L.L.C., as Rights Agent. The
Company's Current Report on Form 8-K dated July 15, 1997 includes a summary
description of the Rights.
The Rights Agreement provides that the Board of Directors may redeem the
Rights in whole, but not in part, at any time until the Stock Acquisition Date
(as defined in the Rights Agreement), at a price of $.01 per Right. The Rights
Agreement included a so-called deferred redemption provision, the effect of
which was that the Rights generally could not have been redeemed for 180 days
following a change in a majority of the Board of Directors of the Company as a
result of a proxy contest.
As of January 30, 1999, the Company and the Rights Agent amended the Rights
Agreement to eliminate the deferred redemption provision. As a result, the Board
of Directors may redeem the Rights at any time until the Stock Acquisition Date.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
1. Amendment No. 1 to Rights Agreement, dated as of January 30, 1999,
between ICU Medical, Inc. and Chase Mellon Shareholder Services,
L.L.C., as Rights Agent, attached as Exhibit 2 to Form 8-A/A filed on
February 9, 1999 and incorporated herein by reference. The Exhibit is
incorporated by reference from the 8-A/A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
Date: February 9, 1999
ICU MEDICAL, INC.
By: /s/ Francis J. O'Brien
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Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer
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