UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Amendment No. 1

 

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the fiscal year ended December 31, 2006 or

 

 

 

o 

 

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:
Common Stock, $0.10 par value

 

Securities Registered Pursuant to Section 12 (g) of the Act:
Preferred Stock Purchase Rights

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   o Yes   x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    o Yes   x No

 

Indicate by check mark 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     o 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer o            Accelerated filerx            Non-accelerated filer o

 

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

 

The aggregate market value of the voting stock held by non-affiliates of Registrant as of June 30, 2006, the last business day of Registrant’s most recently completed second fiscal quarter, was $549,812,483*.

 

The number of shares outstanding of Registrant’s Common Stock, $.10 par value, as of January 31, 2007 was 14,637,307.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for Registrant’s 2007 Annual Meeting of Stockholders filed or to be filed pursuant to Regulation 14A within 120 days following Registrant’s fiscal year ended December 31, 2006, are incorporated by reference into Part III of this Report.


*  Without acknowledging that any person other than Dr. George A. Lopez is an affiliate, all directors and executive officers have been included as affiliates solely for purposes of this computation.

 

 



 

Item 15.  Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Report:

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

 

 

 

 

 

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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

 

 

 

  Chief Financial Officer

 

 

 

  (Principal Financial Officer)

 

 

 

 

 

Dated: November 27, 2007

 

 

 

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