0001096906-11-003028.txt : 20111202 0001096906-11-003028.hdr.sgml : 20111202 20111202155422 ACCESSION NUMBER: 0001096906-11-003028 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110317 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTAH MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0000706698 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870342734 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12575 FILM NUMBER: 111240377 BUSINESS ADDRESS: STREET 1: 7043 S 300 WEST CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015661200 8-K/A 1 utmd8ka620110317.htm UTAH MEDICAL PRODUCTS, INC. FORM 8 K/A MARCH 17, 2011 utmd8ka620110317.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

Amendment No. 6

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934


Date of Report (date of earliest event reported): March 17, 2011


Commission File No. 0-11178


UTAH MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)


UTAH
 87-0342734
(State or other jurisdiction of incorporation or organization)
 (I.R.S. Employer Identification No.)
   
 
7043 South 300 West
Midvale, Utah  84047
Address of principal executive offices
 
Registrant's telephone number:
(801) 566-1200
 
 
 

 

EXPLANATORY NOTE
 
On March 23, 2011, Utah Medical Products, Inc., a Utah corporation (“UTMD” or the “Company”), filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Initial Report”) for the purpose of announcing the acquisition of Femcare Group Limited (“Femcare”) of the United Kingdom. On June 3, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No.1”) for the purpose of filing historical financial statements of Femcare and pro forma financial information required by Item 9.01 of regulations for Form 8-K.  On June 24, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 2”) to provide additional information with respect to the Femcare financial statements for the year ended March 31, 2010 previously provided in response to Item 9.01 of Amendment No. 1.  On August 2, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 3”) to provide an audited reconciliation of the additional information provided in Amendment No. 2. On September 19, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 4”) to provide an audit report that specifically refers to the 2009 audited financial statements, and to provide additional information with respect to the audited financial statements, the interim financial statements, and the pro forma financial statements previously provided in response to Item 9.01 of Amendment No. 3. On October 27, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 5”) to provide a revised audit report to the accompanying additional note to reconcile UK GAAP to US GAAP previously provided in response to Item 9.01 of Amendment No. 4.  The purpose of this Amendment No. 6 to the Initial Report is to provide an audit report conducted in accordance with auditing standards generally accepted in the United States to the 2010 and 2009 audited financial statements previously provided in response to Item 9.01 of Amendment No. 5. The information set forth in response to Item 9.01 of this Amendment No. 6 amends and supersedes in its entirety the information set forth in response to Item 9.01 of Amendment No. 5.

Item 9.01 – Financial Statements and Exhibits
 
  (a) 
Financial statements of businesses acquired
 
The following financial statements are included in this Current Report on Form 8-K/A:
 
    i  
The audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto and reports of independent auditors are included as Exhibits 99.4, 99.5 and 99.6.
     
    ii   
Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto is included as Exhibits 99.7 and 99.8.
     
    iii  
The unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto are included as Exhibit 99.9

 
 

 
 
  (b) 
Pro forma financial information
 
The following unaudited pro forma combined condensed consolidated financial statements are included in Exhibit 99.10 to this Current Report on Form 8-K/A:
 
    i  
Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010
     
    ii   
Unaudited pro forma combined condensed consolidated statement of operations for the year ending December 31, 2010
     
    iii  
Notes to the unaudited pro forma combined condensed financial statements
 
 
(d)
Exhibits
 
 
Exhibit #
SEC
Reference #
Title of Document
1
10
Agreement Relating to the sale and purchase of the whole of the issued share capital of Femcare Group Limited dated 18 March 2011 (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
2
10
Credit Agreement dated as of March 17, 2011 among Utah Medical Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
3
10
Facility Agreement dated 18 March 2011 for Femcare Group Limited as Borrower with JPMorgan Chase Bank, N.A., London Branch as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
4
99
Audited consolidated financial statements of Femcare Group Limited (Femcare) as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
5
99
Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of March 31, 2009 and for the year then ended (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
6
99
Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010.
7
99
Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on October 27, 2011).
8
99
Independent Auditors’ Report on the accompanying additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on October 27, 2011).
9
99
Unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
10
99
Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2010 (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
 
 
 

 



SIGNATURES


Pursuant to the requirements of the Securities Exchanges Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
UTAH MEDICAL PRODUCTS, INC.
 
REGISTRANT
   
   
Date: 12/02/2011
By:  /s/ Kevin L. Cornwell
 
Kevin L. Cornwell
 
CEO
 

EX-99.6 2 ex99-6.htm INDEPENDENT AUDITORS? REPORT ex99-6.htm
 
Exhibit 99.6


 
Independent Auditors’ Report

The Board of Directors and Members of Utah Medical Products Inc

We have audited the accompanying Consolidated Financial Statements of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010. Our responsibility is to express an opinion on these financial statements based on our audits and confirm that the audits are consistent with auditing standards generally accepted in the United States of America.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the audits of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010 are consistent with auditing standards generally accepted in the United States of America.

/s/ The Norton Practice

The Norton Practice
Chartered Accountants and Statutory Auditors
Reading
United Kingdom

2 December 2011