SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-19974
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 principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 366-2183
Securities registered pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, $.10 par value
Preferred Stock Purchase Rights
Indicate by check mark whether Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by checkmark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). [X] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates
of Registrant as of June 30, 2003, the last business day of Registrant's most
recently completed second fiscal quarter, was $379,861,351*.
The number of shares outstanding of Registrant's Common Stock, $.10 par
value, as of January 31, 2004 was 13,691,221.
DOCUMENTS INCORPORATED BY REFERENCE
None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors
---------
CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION
------------------------------------ ----- --------- -------- -----------------------------------------------
George A. Lopez, M.D. .............. 56 1984 2007 Chairman of the Board, President and Chief
Executive Officer of the Company
Jack W. Brown....................... 64 1992 2006 Former Chairman of the Board and President of
Gish Biomedical, Inc., disposable medical
devices
John J. Connors, Esquire............ 64 1992 2005 Patent Attorney, founder, Connors &
Associates, a legal network serving inventors
and entrepreneurs
Michael T. Kovalchik III, M.D. ..... 58 1989 2005 Physician and Director of Gambro Healthcare
Kidney Center, Torrington, Connecticut;
Chairman Ethics Committee, Charlotte
Hungerford Hospital, Torrington, Connecticut
Joseph R. Saucedo .................. 60 2001 2005 Chairman and President of Bolsa Resources,
Inc., a management consulting firm
Richard H. Sherman, M.D. ........... 57 1990 2006 Physician and Assistant Chair, Department of
Medicine, Bay Health Medical Center,
Milford Memorial Hospital, Milford, Delaware
Robert S. Swinney, M.D. ............ 58 1998 2007 Physician and member of the faculty of the Los
Angeles County-University of Southern
California Medical Center
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. 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, Connors and Saucedo and Drs. Kovalchik, Sherman and
Swinney have been engaged in their current occupations for more than five years.
Mr. Connors previously served as a director from December 1988 to July 1989. Dr.
Swinney previously served as a director from 1989 to October 1995.
Executive Officers
------------------
Included in Form 10-K in a separate item captioned "Executive Officers
of the Registrant."
Audit Committee
---------------
The Board of Directors has an Audit Committee, which consists of
Messrs. Brown, Connors and Saucedo (Chairman). As more fully described in the
Audit Committee Charter, the Audit Committee oversees the accounting and
financial reporting processes of the Company and audits of its financial
statements. The Audit Committee met six times in 2003.
During 2003, the Audit Committee consisted of three directors who are
independent directors as defined under the listing standards of the Nasdaq
National Market System.
2
The Board of Directors has determined that Joseph R. Saucedo is an
"audit committee financial expert" and is "independent," as both those terms are
defined by Securities and Exchange Commission regulations.
Changes in Nominating Procedures
--------------------------------
As described below, the Board has created a Nominating/Corporate
Governance Committee and adopted the following procedures.
The Nominating/Corporate Governance Committee (the "Committee" under
this heading) consists of Drs. Kovalchik, Sherman and Swinney, each of whom the
Board of Directors has determined is independent under the listing standards of
the Nasdaq National Market System. The Committee operates pursuant to a written
charter adopted by the Board of Directors on July 25, 2003, a copy of which can
be found on the Company's web site, www.icumed.com. The Committee's role is to
recommend to the Board of Directors policies on Board composition and criteria
for Board membership, to identify individuals qualified to serve as directors
and approve candidates for director and to recommend directors for appointment
to committees of the Board of Directors. The Committee also makes
recommendations to the Board of Directors concerning the Company's corporate
governance guidelines and codes of ethics and business conduct, oversees
internal investigations of conduct of senior executives, if necessary, and
conducts evaluations of the performance of the Board of Directors. The
Committee, which was first appointed on October 17, 2003, did not meet during
2003.
In evaluating and determining whether to recommend a person as a
candidate for election as a director, the Committee considers, among other
things, relevant management and/or industry experience; values such as
integrity, accountability, judgment and adherence to high performance standards;
independence pursuant to the guidelines set forth in the listing standards of
the Nasdaq National Market System; ability and willingness to undertake the
requisite time commitment to Board service; and an absence of conflicts of
interest with the Company.
The Committee may employ a variety of methods for identifying and
evaluating nominees for director. The Committee will assess the need for
particular expertise on the Board of Directors, the upcoming election cycle of
the Board and whether any vacancies on the Board of Directors are expected due
to retirement or otherwise. In the event that vacancies are anticipated, or
otherwise arise, the Committee will consider various potential candidates for
director that may come to the Committee's attention through current directors,
the Company's professional advisors, stockholders or others.
The Committee will consider candidates recommended by stockholders. The
deadlines and procedures for stockholder recommendations of director candidates
are the same as those described below under "Nomination of Directors and
Stockholder Proposals." Following verification of the stockholder status of
persons proposing candidates, the Committee will make an initial analysis of the
qualifications of any candidate recommended by stockholders or others pursuant
to the criteria summarized above to determine whether the candidate is qualified
for service on the Company's Board before deciding to undertake a complete
evaluation of the candidate. Other than the verification of compliance with
procedures and stockholder status, and the initial analysis performed by the
Committee, a potential candidate nominated by a stockholder will be treated like
any other potential candidate during the review process by the Committee.
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
2003 the following Section 16(a) filings were not filed on a timely basis: two
Form 4 filings each for Messrs. Brown, Connors and Saucedo, Drs. Kovalchik,
Sherman and Swinney; three Form 4 filings for Ms. Burcar; one Form 4 filing for
Dr. Lopez; one Form 4 filing each for Messrs. Costello, O'Brien and Riggs.
Thirteen of the Form 4 filings were filed one day late and none were more than
three days late.
3
Code of Ethics
--------------
The Board of Directors has adopted a Code of Business Conduct and
Ethics for Officers, and a copy is available on the Company's website,
www.icumed.com.
ITEM 11. EXECUTIVE COMPENSATION
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 2003 compensation
exceeded $100,000 (the "named executive officers").
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ---------------------
NAME AND POSITION SECURITIES UNDERLYING ALL OTHER
YEAR SALARY ($) BONUS (1) OPTIONS (#) (1) COMPENSATION ($)
---- ---------- --------- --------------------- ----------------
George A. Lopez......................... 2003 $340,000 $187,000 200,000(2) $48,069(3)
Chairman of the Board, 2002 340,000 374,000 250,000(2) 44,369 (3)
President and Chief Executive Officer 2001 340,000 374,000 300,000(2) 41,268 (3)
Francis J. O'Brien...................... 2003 222,000 27,750 25,000(2) 2,500 (4)
Secretary, Treasurer and 2002 200,000 75,000 12,500(2) 2,125 (4)
Chief Financial Officer 2001 200,000 50,000 1,500(2) 2,125 (4)
Richard A. Costello..................... 2003 183,333 30,000 20,000(2) 2,500(4)
Vice President of Sales 2002 180,000 60,000 11,000(2) 2,125 (4)
2001 180,000 70,000 15,000(2) 2,125 (4)
Steven C. Riggs.......................... 2003 130,667 18,900 7,000(2) 2,033(4)
Vice President of Operations 2002 116,792 33,900 23,750(2) 1,884 (4)
Alison D. Burcar (5)..................... 2003 90,000 8,500 5,000(2) 50(4)
Vice President of Marketing 2002 79,333 10,000 3,500(2) 184(4)
(1) Bonus amounts are included in the year earned rather than the year
actually paid; a portion is paid in the following year.
(2) Options to acquire shares of the Company.
(3) Includes dollar value of life insurance premiums paid by the Company,
based on the cost of term life insurance, plus the dollar value, on an
actuarial basis, of the net cash surrender value accruing to the Diana
Lopez Insurance Trust as owner of the life insurance policy on Dr.
Lopez of $45,569 in 2003, $42,244 in 2002 and $39,161 in 2001 and
Company matching contributions under Section 401(k) retirement plan for
employees of $2,500 in 2003 and $2,125 in 2002 and 2001.
(4) Company matching contribution under section 401(k) retirement plan.
(5) Ms. Burcar is the niece of Dr. Lopez.
4
STOCK OPTION GRANTS
Options to purchase Common Stock of the Company were granted in 2003 to
employees under the ICU Medical, Inc. 1993 Stock Incentive Plan ("1993 Plan"),
which provides for the grant of options to purchase up to 7,162,500 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. All options granted under the 1993
Plan through April 2000 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.
Options granted since April 2000 expire eleven years from issuance and vest in
equal annual amounts on the first, second and third anniversary of issuance
except for time-accelerated options granted in 2001, 2002, and 2003 on 16,500,
22,500 and 45,000 shares, respectively; 37,500 of those options vest five years
from issuance, and the balance ten years from issuance, unless vesting is
accelerated upon achievement of performance goals. The Company may issue more
time-accelerated options in the future.
In 2000, two of the Company's wholly owned subsidiaries, Budget Medical
Products and SetFinder, Inc. adopted stock option plans. Options were to expire
ten years from issuance, except Incentive Stock Options which were to expire
five years from issuance. Options vested in equal annual amounts on the first,
second and third anniversary of issuance. The subsidiary companies had certain
rights to repurchase shares issued under options for as long as the subsidiary
was not subject to the reporting requirements of the Securities Exchange Act of
1934. In 2002, non-director employees of the subsidiaries exchanged the options
to acquire stock of the subsidiaries, which options were estimated to have an
exercise price no less than the fair value of the subsidiaries stock, for
options to buy the Company's Common Stock at fair market value on the exchange
date. In January 2003, the remaining option holders, consisting solely of the
Company's directors, agreed to surrender their options for no consideration, and
the stock option plans of the subsidiaries were terminated.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------
% OF
TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS EXERCISE ASSUMED ANNUAL RATES OF
SECURITIES GRANTED OR BASE STOCK PRICE APPRECIATION
UNDERLYING TO PRICE FOR OPTION TERM
OPTIONS EMPLOYEES PER SHARE EXPIRATION --------------------------------
NAME GRANTED (#) IN 2003 ($/SH) DATE 5% ($) (1) 10% ($) (1)
------------------------- -------------- ----------- ------------ ------------ --------------- ---------------
George A. Lopez, M.D. 50,000 12% $ 26.15 3/9/14 $928,769 $2,422,950
50,000 12% 32.68 6/9/14 1,160,517 3,027,529
50,000 12% 29.27 9/9/14 1,039,404 2,271,573
50,000 12% 34.18 12/9/14 1,213,970 3,166,976
Francis J. O'Brien 12,500 3% 30.35 2/5/08 104,814 231,612
12,500 3% 29.57 9/20/08 102,103 225,822
Richard A. Costello 10,000 2% 30.35 2/5/14 215,588 562,421
10,000 2% 29.57 9/2/14 210,012 547,874
Steven C. Riggs 3,500 * 29.57 9/2/14 73,504 191,956
Alison D. Burcar 3,000 * 30.35 2/5/14 64,676 168,726
2,500 * 29.57 9/2/14 52,503 136,968
* Less than 1%
The rates of stock appreciation reflected in the table are assumed solely for
the purpose of compliance with the rules of the Securities and Exchange
Commission relating to the disclosure of executive compensation. The Company's
Common Stock has at times appreciated at rates substantially different than the
assumed rates and at other times the value of the Common Stock has declined.
Neither the assumed appreciation rates nor the actual changes in the share value
of the Company's common stock since the dates of option grants are necessarily
indicative of any future value of the Common Stock. The actual realizable value
of the options may be substantially greater or less than that reflected in the
table depending on the actual changes in the share value during the options'
terms.
5
STOCK OPTION EXERCISES AND HOLDINGS
AGGREGATED OPTION EXERCISES IN 2003 AND YEAR-END OPTION VALUES
The following table contains information about stock options of the
Company exercised during 2003, and stock options on shares of the Company held
at December 31, 2003, by the named executive officers of the Company.
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT YEAR-END(#) YEAR-END($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---------------------------- ------------ ------------ ------------------------------ ------------------------------
George A. Lopez, M.D. 0 $ 0 2,586,095 / 466,668 $ 61,201,935 / $2,283,458
Francis J. O'Brien 0 0 1,972 / 115,085 26,063 / 2,270,007
Alison D. Burcar 1,125 24,881 7,166 / 7,834 139,694 / 31,168
Richard A. Costello 3,000 86,125 13,251 / 76,276 262,049 / 1,211,273
Steven C. Riggs 3,000 71,552 29,415 / 20,585 455,213 / 93,837
DIRECTORS' COMPENSATION
During 2003, the Company paid directors who were not employees of the
Company 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 attendance at meetings of Committees of the Board is $750 per day, and $375
if the meeting is conducted telephonically. In addition, under the 2001
Directors' Stock Option Plan, each non-employee director was automatically
awarded options to purchase 1,875 shares of Common stock each quarter in 2003.
EMPLOYMENT AGREEMENTS
The Company enters into employment agreements with each named executive
officer for semi-annual periods ending on June 30 and December 31, and they may
be renewed for successive six-month periods upon expiration, unless terminated.
They provide for an annual base salary and a bonus payable in cash based on
achievement of performance goals. Under the employment agreement, Dr. Lopez
receives quarterly grants of options to acquire the Company's stock. Under
employment agreements with the other officers, options to acquire the Company's
stock are awarded based on achievement of performance goals. In 2003, goals were
deemed met for the first half of the year, but not the second half. The
Committee approved the grant of options to the officers, other than Dr. Lopez,
for the second half of 2003 even though performance goals had not been achieved.
Options granted for 2003 expire eleven years from date of grant and vest in
equal annual amounts on the first, second and third anniversary of issuance,
except for 20,000 options granted to Mr. Costello and 25,000 options granted to
Mr. O'Brien, which vest ten and five years, respectively, from date of issuance,
unless vesting is accelerated upon achievement of performance goals.
The Company also has an agreement with Dr. Lopez which generally
provides that, in the event the Company undergoes a change in control, as
defined, and his employment is terminated, or certain negative changes in
condition of employment occur, within 24 months of a change in control, he will
be entitled to three times his annual salary and bonus, payment of bonus through
the date of termination or change in conditions, and continuation of benefits
for three years, and any stock options he holds will vest in full. In addition,
if any payments are subject to excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended, he will be entitled to a "gross up" of
payments to offset the effect of the excise tax. The company will not be
entitled to a tax deduction for any payments made under the agreement that are
subject to the excise tax.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information as to Securities Authorized for Issuance Under Equity
Compensation Plan is included in Form 10-K, Part II, Item 5. Market for
Registrants Common Equity and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to shares of Common Stock
owned as of April 5, 2004, 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. The business address of the George A. Lopez, M.D.
Second Family Limited Partnership, the Lopez Family Trust, George A. Lopez, M.D.
and Diana K. Lopez, M.D. is 951 Calle Amanecer, San Clemente, California 92673.
SHARES PERCENT
OWNED OF
BENEFICIALLY CLASS(1)
------------ --------
George A. Lopez, M.D......................................................... 3,875,818 (3) 23.7%
George A. Lopez, M.D. Second Family Limited Partnership ..................... 1,186,843 (2) 8.7%
Wasatch Advisors, Inc. ...................................................... 2,790,592 (7) 20.3%
150 Social Hall Avenue, Salt Lake City, UT 84111
FMR Corp. ................................................................... 1,590,881 (7) 11.6%
82 Devonshire Street, Boston, MA 02109
Kayne Anderson Rudnick Investment Management, LLC............................ 1,011,332 (7) 7.4%
1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067
Columbia Wanger Asset Management, L.P........................................ 901,500 (7) 6.6%
227 West Monroe Street, Suite 3000, Chicago, IL 60606
Lord, Abbett & Co. .......................................................... 875,572 (7) 6.4%
90 Hudson Street, Jersey City, NJ 07302
Eaton Vance Management....................................................... 724,986 (7) 5.3%
255 State Street, Boston, MA 02109
Rice Hall James & Associates LLC............................................. 699,030 (7) 5.1%
600 West Broadway, Suite 1000, San Diego, CA 92101
Jack W. Brown................................................................ 39,375 (5) *
John J. Connors.............................................................. 35,625 (5) *
Michael T. Kovalchik III, M.D................................................ 37,687 (5) *
Joseph R. Saucedo............................................................ 28,505 (5) *
Richard H. Sherman, M.D...................................................... 110,926 (5) *
Robert S. Swinney, M.D....................................................... 35,875 (4)(5) *
All officers and directors as a group (11 persons)........................... 4,340,482 (6) 26.0%
-----------------
* Less than one percent
(1) Based on total shares of Common Stock outstanding plus outstanding options
to acquire Common Stock currently exercisable or exercisable within 60 days
held by the beneficial owner whose percent of outstanding stock is
calculated.
(2) Dr. George A. Lopez is the general partner of the George A. Lopez, M.D.
Second Family Limited Partnership (the "Partnership") and holds a
one-percent general partnership interest in the Partnership. As general
partner, he has the power to vote and power to dispose of the 1,186,843
shares owned by the Partnership and may be deemed to be a beneficial owner
of such shares. Trusts for the benefit of Dr. Lopez's children, the
Christopher George Lopez Children's Trust and the Nicholas George Lopez
Children's Trust, own a 99% limited partnership interest in the
Partnership. Dr. Lopez is not trustee of and has no interest in his
children's Trusts. Except to the extent of the undivided one percent
general partnership interest in the assets of the Partnership, Dr. Lopez
disclaims any beneficial ownership of the shares owned by the Partnership.
7
(3) Includes options to acquire 2,652,761 shares. Also includes the 1,186,843
shares owned by the Partnership, as to which shares Dr. Lopez disclaims any
beneficial ownership except to the extent described in Note (2). Includes
49,351 shares owned by the Lopez Family Trust. Dr. George A. Lopez and his
wife, Dr. Diana K. Lopez, are trustees and beneficiaries of the Family
Trust; except to the extent of their pecuniary interests as beneficiaries
of the Family Trust, the Drs. Lopez disclaim any beneficial ownership of
the shares owned by the Family Trust. Does not include 174,400 held by Dr.
Diana K. Lopez as Trustee of the Lopez CRT #1 for the benefit of the Drs.
Lopez, as to which shares Dr. George A. Lopez has no voting or investment
power and disclaims any beneficial ownership.
(4) Does not include 750 shares owned by Dr. Swinney's wife as to which he has
no voting or investment power and disclaims any beneficial ownership.
(5) Includes options to acquire 28,125 shares.
(6) Includes options to acquire 2,990,508 shares.
(7) Information included solely in reliance information included in a Statement
on Schedule 13D or 13G filed with the Securities and Exchange Commission by
the indicated holder.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Diana Lopez Insurance Trust is the owner of a $3 million life
insurance policy on Dr. Lopez. The Company has in the past advanced funds to pay
the premium on the policy. The Company has a collateral assignment entitling it
to recover, generally from the value of the policy, all premiums paid on the
policy. Because of legislative changes, the Company has ceased paying premiums
on the policy, and has not reached agreement with Dr. Lopez or the owner of the
policy on the disposition of the policy. The current premium has not been paid.
The total premiums paid to date are $479,000 and the net surrender value of the
policy is approximately $384,000. If no further premiums are paid and no other
action is taken, the policy will lapse in approximately fifteen years, at which
time it will have no value.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
On July 22, 2002, we first engaged Deloitte & Touche LLP as our
independent auditors. During the past two years and the subsequent interim
period before we engaged Deloitte & Touche LLP, we had not (and no one on our
behalf had) consulted with Deloitte & Touche LLP on the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements,
or any other matter that was either the subject of a disagreement or reportable
event as set forth in the regulations of the Securities and Exchange Commission.
FEES PAID TO AUDITORS
It is the policy of our Audit Committee to have the engagement of our
independent auditor to perform any audit or non-audit services approved in
advance by the Audit Committee. Such approval authority is delegated to the
Chairman of the Audit Committee on behalf of the Audit Committee as permitted by
the Audit Committee Charter.
Deloitte & Touche LLP was our independent auditor for the past two
years. Fees billed by Deloitte & Touche LLP for those years are as follows:
8
2003 2002
-------- ---------
Audit fees $190,360 $ 48,200
Audit related fees 19,250 1,000
Tax fees -0- -0-
All other fees -0- -0-
Audit related services:
Seminar $ 5,000 $ -0-
SEC filings 4,500 1,000
Special audit procedures 5,250 -0-
Accounting consultation 4,500 -0-
------- -------
$ 19,250 $ 1,000
======== =========
The engagement for all audit related services was approved in advance by our
Audit Committee.
On June 18, 2002, we dismissed Arthur Andersen LLP ("Andersen") as our
independent accountants. Andersen's report on our financial statements for 2001
did not contain an adverse opinion, a disclaimer of opinion or a qualification.
During 2001 and the interim period of 2002 before we dismissed Andersen, there
were no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, and there were
no "reportable events" as defined in the regulations of the Securities and
Exchange Commission. The decision to change independent accountants was approved
by the Audit Committee.
We furnished Andersen a copy of our Current Report on Form 8-K dated
June 18, 2002 containing the foregoing disclosures, and requested Andersen to
furnish us a letter addressed to the Securities and Exchange Commission stating
whether Andersen agreed with the foregoing disclosures, or, if not, stating the
respects in which it does not agree. Andersen's letter stating that it agreed
with our disclosures was included as an exhibit to the Form 8-K
In 2002 we paid Andersen fees and expenses for the following services:
Audit fees $47,040
Audit related fees 1,500
Tax fees 47,040
All other fees 58,459
Audit fees related to the audit of the 2001 consolidated financial
statements and review of the quarterly consolidated financial statements
included in the Company's March 31, 2002 Form 10-Q. Audit related services
related to SEC filings ($1,000) and Other ($500). Tax fees were for tax planning
and tax return preparation. All other fees were for financial information system
design and implementation services.
The Audit Committee had considered whether the provision of non-audit
services was compatible with maintaining Arthur Andersen LLP's independence and
concluded that there was no incompatibility.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ICU MEDICAL, INC.
By: /S/ Francis J. O'Brien
------------------------------
Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer
Dated: November 8, 2004
9
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
3. Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
10