-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ej8yd5tEY0XMuX8aUq+sgqKdxXRhm83Z1EzP66QSoj1bQRZ53VLKoJ11FF9Rp+Z6 ldub7CQdfcBJxKCxANrgTw== 0001019687-02-002007.txt : 20021031 0001019687-02-002007.hdr.sgml : 20021031 20021031115622 ACCESSION NUMBER: 0001019687-02-002007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICU MEDICAL INC/DE CENTRAL INDEX KEY: 0000883984 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330022692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19974 FILM NUMBER: 02804353 BUSINESS ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92769 BUSINESS PHONE: 9493662183 MAIL ADDRESS: STREET 1: 951 CALLE AMANELER CITY: SANCLEMENTE STATE: CA ZIP: 92769 8-K 1 icumedical_8k-103002.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ 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) October 30, 2002 ICU MEDICAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19974 33-0022692 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 951 Calle Amanecer, San Clemente, California 92673 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (949) 366-2183 -------------- Registrant's telephone number, including area code N/A --- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On October 30, 2002, ICU Medical, Inc. (the "Company") signed agreements to acquire the following securities of Bio-Plexus, Inc. from ComVest Venture Partners, L.P. and other investors: 9,695,961 shares of common stock, representing 84% of the common stock outstanding; 1,294,785 warrants to purchase Common Stock at an exercise price of $2.28 per share; $2,499,999, 7% Senior Subordinated Non-convertible Promissory Notes. The aggregate consideration to be paid for the common stock and warrants is $6,404,667 and for the notes is $2,499,999. The Company intends to acquire the remaining minority interest in the near future at the same price per share. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99. Press Release dated October 30, 2002. 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: October 31, 2002 ICU MEDICAL, INC. /s/ Francis J. O'Brien ------------------------ Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer EX-99 3 icumedical_8k-ex99.txt Exhibit 99 [ICU MEDICAL, INC. LOGO] ICU MEDICAL, INC. AGREES TO BUY INTEREST IN BIO-PLEXUS, INC. OCTOBER 30, 2002, SAN CLEMENTE, CALIFORNIA -- ICU Medical, Inc. (NASDAQ/NMS:ICUI), the San Clemente based maker of safe medical connectors and custom intravenous systems, today announced that it has agreed to acquire 84% of the Common stock of Bio-Plexus, Inc. (OTC BB:BPXS) from ComVest Venture Partners, L.P. and other investors for cash at a price of $0.66 per share. ICU Medical will also acquire $2.5 million of notes payable by Bio-Plexus. The parties intend to close the transaction within several days. ICU Medical intends to engage in one or more transactions to acquire the remaining minority interest at the same price per share in the near future. ComVest Venture Partners, L.P. is a private investment fund specializing in healthcare and technology ventures. Bio-Plexus's principal products are blood collection needles under the PUNCTURE-GUARD(R) name, which are designed to eliminate exposure to sharp, contaminated needles. CONTACT: Francis J. O'Brien Chief Financial Officer ICU Medical, Inc. (949) 366-2183 -----END PRIVACY-ENHANCED MESSAGE-----