SECURITIES AND EXCHANGE COMMISSION
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) May 1, 2005
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ICU MEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19974 33-0022692
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
951 Calle Amanecer, San Clemente, California 92673
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(Address of principal executive offices) (Zip Code)
(949) 366-2183
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement
On May 1, 2005, the Company and Hospira, Inc. ("Hospira") agreed to
amend the Asset Purchase Agreement dated February 25, 2005 under which the
Company agreed to acquire Hospira's Salt Lake City, Utah, manufacturing
facility, related capital equipment and certain inventories for approximately
$35 million in cash. The principal amendments were to set the closing date for
May 1, 2005, and to remove the assets used to manufacture the Surgicare product
line from the Agreement and reduce the purchase price by approximately $3
million.
Item 2.01 Completion of Acquisition or Disposition of Assets
On May 1, 2005, the Company completed the acquisition from Hospira of
its Salt Lake City, Utah, manufacturing facility, related capital equipment and
certain inventories for $32.1 million in cash, subject to certain post-closing
adjustments. The assets acquired included the land and building comprising the
manufacturing facility, raw materials and work-in-process inventories and
manufacturing equipment consisting primarily of molds, molding machines and
assembly machines used to manufacture Hospira's critical care products,
including medical devices such as catheters, angiography kits and cardiac
monitoring systems.
The Company and Hospira are parties to a twenty-year Manufacturing,
Commercialization and Development Agreement ("MCDA") that became effective on
the completion of the acquisition described above. Under the MCDA, the Company
will produce for sale to Hospira on an exclusive basis substantially all the
products formerly manufactured by Hospira at the Salt Lake City facility.
Hospira will retain commercial responsibility for the products the Company will
be producing, including sales, marketing, distribution, customer contracts,
customer service and billing. The majority of the products to be produced under
the MCDA are Hospira's critical care products. The Company has also committed to
fund certain research and development to improve critical care products and
develop new products for sale to Hospira, and has committed to provide certain
sales specialist support.
The Company and Hospira are also parties to two other agreements under
which the Company sells products to Hospira and Hospira has conditional
exclusive and nonexclusive rights to distribute those products worldwide. Sales
to Hospira accounted for 53% and 61% of the Company's revenue in 2004 and the
first quarter of 2005, respectively.
The $32.1 million purchase price for the acquired assets was determined
by negotiation between the Company and Hospira.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 4, 2005
ICU MEDICAL, INC.
/s/ Francis J. O'Brien
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Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer