As filed with the Securities and Exchange Commission on May 19, 2004 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ 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 Registrant's Principal Executive Offices) (Zip Code) ICU MEDICAL, INC. 1993 STOCK INCENTIVE PLAN (Full Title of Plan) ________________ FRANCIS J. O'BRIEN Secretary, Treasurer and Chief Financial Officer ICU Medical, Inc. 951 Calle Amanecer San Clemente, California 92673 (Name and Address of Agent for Service) (949) 366-2183 (Telephone Number, Including Area Code, of Agent for Service) ________________ With a Copy to: STEPHEN E. NEWTON, Esq. Heller Ehrman White & McAuliffe LLP 601 South Figueroa Street Los Angeles, California 90017 (213) 689-0200 ________________ CALCULATION OF REGISTRATION FEE ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Proposed Proposed Amount to Maximum Maximum Title of Securities be Registered Offering Price Aggregate Amount of to be Registered (1) Per Share Offering Price Registration Fee ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock 3,000,000 shares $ 32.25 (2) $96,750,000 $12,258.23 ---------------------------------------------------------------------------------------------------------------------- (1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement, and the number of shares registered on this Registration Statement automatically shall increase or decrease as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h). The average of the high and low prices of the Common Stock reported by the Nasdaq National Market on May 18, 2004 was $32.25. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement is filed in accordance with the provisions of General Instruction E to Form S-8 for the purpose of registering additional shares of common stock for offer and sale under the ICU Medical, Inc. 1993 Stock Incentive Plan, for which registration statements on Form S-8 (File Nos. 333-04171 and 333-58024) are already effective. Except to the extent that exhibits are filed herewith, the contents of ICU Medical, Inc.'s registration statements on Form S-8 (File Nos. 333-04171 and 333-58024) are hereby incorporated by reference. Item 8. Exhibits. ------- ---------- Number Description ------ ----------- 5.1 Opinion of Heller Ehrman White & McAuliffe LLP 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney of certain officers and directors (included in signature page in Part II of the Registration Statement) 99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on May 19, 2004. ICU MEDICAL, INC. By /s/ GEORGE A. LOPEZ ------------------------------------- George A. Lopez Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George A. Lopez and Francis J. O'Brien, or either of them, his or her attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- GEORGE A. LOPEZ Chairman of the Board May 19, 2004 ------------------------------ and Chief Executive Officer, George A. Lopez (Principal Executive Officer) FRANCIS J. O'BRIEN Secretary, Treasurer and May 19, 2004 ------------------------------ Chief Financial Officer Francis J. O'Brien (Principal Financial Officer) SCOTT E. LAMB Controller May 19, 2004 ------------------------------ (Principal Accounting Officer) Scott E. Lamb JACK W. BROWN Director May 19, 2004 ------------------------------ Jack W. Brown JOHN J. CONNORS Director May 19, 2004 ------------------------------ John J. Connors MICHAEL T. KOVALCHIK, III Director May 19, 2004 ------------------------------ Michael T. Kovalchik, III JOSEPH R. SAUCEDO Director May 19, 2004 ------------------------------ Joseph R. Saucedo RICHARD H. SHERMAN Director May 19, 2004 ------------------------------ Richard H. Sherman ROBERT S. SWINNEY Director May 19, 2004 ------------------------------ Robert S. Swinney II-2 EXHIBIT INDEX Number Description ------ ----------- 5.1 Opinion of Heller Ehrman White & McAuliffe LLP 23.1 Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney of certain officers and directors (included in signature page in Part II of the Registration Statement) 99.1 Amendment to ICU Medical, Inc. 1993 Stock Incentive Plan