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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ICU Medical Inc | NASDAQ:ICUI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 103.99 | 100.00 | 120.00 | 25 | 09:05:58 |
Delaware
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33-0022692
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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951 Calle Amanecer
San Clemente, California
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92673
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(Address of Principal Executive Offices)
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(
Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Calculation of Registration Fee
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Title of Securities To Be Registered
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Amount To Be
Registered
(1)
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Proposed Maximum
Offering Price Per Share
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Proposed Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, par value $0.10 per share (“Common Stock”), under the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan, together with the associated Series A Junior Participating Preferred Stock Purchase Rights (4)
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1,425,000
(2)
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$170.80
(3)
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$243,390,000
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$28,208.90
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(1)
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The shares of Common Stock set forth in the Calculation of Registration Fee table and which may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of ICU Medical, Inc.’s Common Stock as may be offered or issued as a result of any stock split, stock dividend, recapitalization, or similar transaction.
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(2)
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Represents additional shares of Common Stock issuable pursuant to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan, (the “2011 Plan”), being registered herein.
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(3)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low prices of Registrant’s Common Stock on June 23, 2017, as reported on The NASDAQ Global Select Market.
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(4)
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Each share of Common Stock registered hereunder includes an associated Series A Junior Participating Preferred Stock Purchase Right. Until the occurrence of certain prescribed events, none of which has occurred, the Series A Junior Participating Preferred Stock Purchase Rights are not exercisable, are evidenced by certificates representing the Common Stock, and may be transferred only with the Common Stock. No separate consideration is payable for the Series A Junior Participating Preferred Stock.
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(a)
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed by the Company with the SEC on March 1, 2017 (including the portions of the Registrant’s Definitive Proxy Statement for the Registrant’s 2017 Annual Meeting of Stockholders incorporated by reference therein);
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(b)
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the Company’s Quarterly Report on Form 10-Q of Registrant filed with the SEC on May 12, 2017;
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(c)
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the Company’s Current Reports on Form 8-K filed with the SEC on January 5, 2017, January 6, 2017, February 9, 2017, April 18, 2017, May 8, 2017, May 12, 2017 and June 9, 2017;
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(d)
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all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above;
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(e)
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the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A dated March 19, 1992, filed with the SEC on March 21, 1992, and any amendment or report filed with the SEC for the purpose of updating the description; and
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(f)
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the description of rights to purchase Series A Junior Participating Preferred Stock contained in the Company’s Registration Statement on Form 8-A dated February 18, 2010, including any amendment or report filed for the purpose of updating such description.
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(a)
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The undersigned Registrant hereby undertakes:
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(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) of this Section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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ICU Medical, Inc.
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By:
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/s/ Scott E. Lamb
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Name:
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Scott E. Lamb
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Title:
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Chief Financial Officer
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Signature
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Title
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Date
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/s/ Vivek Jain
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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June 30, 2017
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Vivek Jain
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/s/ Scott E. Lamb
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Chief Financial Officer
(Principal Financial Officer)
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June 30, 2017
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Scott E. Lamb
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/s/ Kevin J. McGrody
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Controller
(Principal Accounting Officer)
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June 30, 2017
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Kevin J. McGrody
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/s/ George A. Lopez, M.D.
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Director
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June 30, 2017
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George A. Lopez, M.D.
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/s/ Joseph R. Saucedo
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Director
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June 30, 2017
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Joseph R. Saucedo
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/s/ Robert S. Swinney, M.D.
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Director
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June 30, 2017
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Robert S. Swinney, M.D.
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/s/ David C. Greenberg
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Director
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June 30, 2017
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David C. Greenberg
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/s/ Elisha W. Finney
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Director
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June 30, 2017
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Elisha W. Finney
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/s/ Douglas E. Giordano
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Director
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June 30, 2017
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Douglas E. Giordano
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1 Year ICU Medical Chart |
1 Month ICU Medical Chart |
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