SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 31, 2002
ICU MEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19974 33-0022692
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
951 Calle Amanecer, San Clemente, California 92673
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(Address of principal executive offices) (Zip Code)
(949) 366-2183
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On October 31, 2002, ICU Medical, Inc. (the "Company"), pursuant to an
agreement signed on October 29, 2002, acquired the following securities of
Bio-Plexus, Inc. from ComVest Venture Partners, L.P. and other investors
(referred to as "ComVest"):
9,695,961 shares of Common Stock, representing 84% of the
common stock outstanding;
Warrants to purchase 1,294,788 shares of Common Stock at an
exercise price of $2.28 per share;
$2,499,999, 7% Senior Subordinated Non-convertible Promissory
Notes (the "Notes").
The aggregate consideration paid was $6,404,667 for the Common
Stock and warrants and $2,499,999 for the Notes. In addition, the
Company paid Commonwealth Associates, L.P. a termination fee of
$290,879.
All consideration was paid in cash from working capital of the Company.
On November 4, 2002, the Company acquired 99,350 shares of Common Stock
of Bio-Plexus, Inc. from certain shareholders for aggregate consideration of
$65,626, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.
On November 7, Bio-Plexus, Inc. issued and sold 3,789,078 shares of
Common Stock of Bio-Plexus, Inc. to the Company in cancellation of the Notes and
accrued interest at the rate of one share for each $0.66055 of indebtedness
cancelled.
On November 12, 2002, the Company acquired 99,891 shares of Common
Stock of Bio-Plexus, Inc. from a stockholder for aggregate consideration of
$65,983, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.
On November 13, 2002 the Company contributed 13,684,280 shares of
Common Stock of Bio-Plexus, Inc., representing 90.9% of Bio-Plexus, Inc.'s
outstanding Common Stock, to Bio-Plexus Merger Corp., Inc. a wholly-owned
subsidiary of the Company Bio-Plexus Merger Corp., was merged into Bio-Plexus,
Inc.; the 1,375,415 outstanding shares of Bio-Plexus, Inc. not owned by the
Company became a right to receive $908,599 cash, at a rate of $0.6606 per share;
and Bio-Plexus, Inc. became a wholly-owned subsidiary of the Company. The cash
consideration will be paid from working capital of the Company.
Bio-Plexus is engaged in the design, development, manufacture, sale and
licensing of medical products designed to prevent the infection of healthcare
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workers through accidental needlesticks. Bio-Plexus's principal products are
blood collection needles under the PUNCTUR-GUARD(R) name, that are designed to
eliminate exposure to sharp, contaminated needles.
The transaction will be accounted for as a purchase under generally
accepted accounting principles.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
The financial statements of Bio-Plexus, Inc. at December 31, 2001 and
for the three years then ended and the report of independent auditors
are incorporated by reference to Bio-Plexus, Inc.'s Form 10-K filed
with the Securities and Exchange Commission (Commission file number
0-24218) for the year ended December 31, 2001.
The unaudited condensed financial statements of Bio-Plexus, Inc. at
June 30, 2002 and for the six months then ended are incorporated by
reference to Bio-Plexus, Inc.'s Form 10-Q filed with the Securities and
Exchange for the quarter ended June 30, 2002.
(b) Pro Forma Financial Information
ICU Medical, Inc. and Bio-Plexus, Inc.:
Unaudited Pro Forma Condensed Combined Balance Sheets at June 30, 2002
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations for the Year Ended December 31, 2001
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations for the Six Months Ended June 30, 2002
(c) Exhibits
2.1 Securities Purchase Agreement. (1)
2.2 Note Purchase Agreement. (1)
23.1 Consent of Independent Public Accountants
99.1 Financial Statements of Bio-Plexus, Inc. at December 31, 2001
and the three years then ended (3)
Report of Independent Accountants
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Balance Sheets at December 31, 2001 and 2000
Statements of Operations for the years ended December 31,
2001, 2000 and 1999
Statements of Changes in Shareholders' Equity (Deficit) for
the years ended December 31, 2001, 2000 and 1999
Statements of Cash Flows for the years ended December 31,
2001, 2000 and 1999
Notes to Financial Statements
99.2 Condensed Financial Statements of Bio-Plexus, Inc. at June 30,
2002 and for the three and six months then ended (3)
Condensed Balance Sheets at June 30, 2002 (unaudited) and
December 31, 2001
Condensed Statements of Operations (unaudited) for the three
months ended June 30, 2002 and 2001
Condensed Statements of Operations (unaudited) for the six
months ended June 30, 2002 and 2001
Condensed Statements of Cash Flows (unaudited) for the six
months ended June 30, 2002 and 2001
Notes to Condensed Financial Statements (unaudited)
99.3 Press Release dated October 30, 2002. (2)
99.4 Press Release dated November 1, 2002. (3)
(1) Filed as an Exhibit to Registrant's Schedule 13D November 12,
2002 and incorporated herein by reference.
(2) Filed as an Exhibit to Registrant's current Report on Form 8-K
dated October 21, 2002 and incorporated herein by reference.
(3) Filed as an Exhibit to Registrant's current Report on Form 8-K
dated November 13, 2002 and incorporated herein by reference.
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UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined consolidated balance sheet
as of June 30, 2002 and the unaudited pro forma condensed combined statements of
operations for the year ended December 31, 2001 and the six months ended June
30, 2002 are based on our historical financial statements and those of
Bio-Plexus after giving effect to the purchase of Bio-Plexus by us and the
assumptions and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined consolidated financial statements.
The unaudited proforma condensed combined balance sheet is presented to give
effect to the purchase as if it occurred on June 30, 2002. The unaudited
proforma condensed combined statements of operations is presented as if the
purchase had occurred on January 1, 2001.
Under the purchase method of accounting, the total estimated purchase price is
allocated to net tangible and intangible assets of Bio-Plexus, based on their
fair values on the date of the purchase. The fair values reflected in the
unaudited pro forma condensed combined financial statements are our preliminary
estimates. Final determination of those values will be made before completion of
our December 31, 2002 consolidated financial statements.
Further, the unaudited pro forma condensed combined consolidated balance sheet
includes certain adjustments and liabilities related to the integration of us
and Bio-Plexus, and there may be additional adjustments and liabilities
identified as we make further progress in integration planning. However,
liabilities for severance and other costs related to Bio-Plexus employees and
costs, if any, related to exiting certain Bio-Plexus activities would affect
amounts in the pro forma financial statements. The unaudited pro forma condensed
combined consolidated statements of operations do not reflect any pro forma
effect of expense reductions for portions of the periods before they were
actually achieved by Bio-Plexus, nor do they reflect the effect of expense
reductions that we expect to implement as part of the integration of
Bio-Plexus's operations with our operations. Further, the pro forma condensed
combined consolidated financial statements also do not include the effects of
tax positions available to us or the use of any of Bio-Plexus's tax loss
carryforwards.
The unaudited pro forma condensed combined consolidated financial statements
should be read in conjunction with our historical consolidated financial
statements and accompanying notes filed with the Securities and Exchange
Commission and the financial statements of Bio-Plexus filed with the Securities
and Exchange Commission and incorporated herein by reference.
The unaudited pro forma condensed combined consolidated financial statements are
not intended to represent or be indicative of the consolidated results of
operations or financial position that we would have reported had the purchase of
Bio-Plexus occurred on the dates presented, and should not be taken as
representative of our future consolidated results of operations or financial
position.
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ICU MEDICAL, INC. AND BIO-PLEXUS, INC.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheets
June 30, 2002
(all dollar amounts in thousands except share data)
ASSETS
Historical
------------------------------------ Pro Forma Pro Forma
ICU Medical, Inc. Bio-Plexus, Inc. Adjustments Combined
----------------- ---------------- ----------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 1,590 $ 2,325 $ (178)(a) $ 3,737
Liquid investments 86,126 -- (9,946)(a) 76,180
----------- ----------- ----------- -----------
Cash and liquid investments 87,716 2,325 (10,124) 79,917
Accounts receivable, net 16,554 785 17,339
Inventories 3,399 1,721 5,120
Prepaid expenses and other 1,365 174 1,539
Deferred income taxes - current portion 2,113 -- 2,113
----------- ----------- ----------- -----------
Total current assets 111,147 5,005 (10,124) 106,028
----------- ----------- ----------- -----------
PROPERTY AND EQUIPMENT, net 27,164 7,317 (3,629)(b) 30,852
DEFERRED INCOME TAXES 963 -- (222)(f) 741
AMORTIZABLE INTANGIBLE ASSETS -- 419 4,306 (c) 4,725
OTHER ASSETS 776 316 (316)(d) 776
----------- ----------- ----------- -----------
$ 140,050 $ 13,057 (9,985) 143,122
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ -- $ 63 $ -- $ 63
Accounts payable 2,783 602 3,385
Accrued liabilities 6,598 208 1,032 (e) 7,838
----------- ----------- ----------- -----------
Total current liabilities 9,381 873 1,032 11,286
----------- ----------- ----------- -----------
LONG-TERM DEBT 3,667 (2,500)(d) 1,167
STOCKHOLDERS' EQUITY:
Preferred stock
Common stock 1,387 12 (12)(h) 1,387
Additional paid-in capital 58,749 99,234 (99,234)(h) 58,749
Retained earnings 70,533 (90,729) 90,729 (h) 70,533
----------- ----------- ----------- -----------
Total stockholders' equity 130,669 8,517 (8,517) 130,669
----------- ----------- ----------- -----------
$ 140,050 $ 13,057 $ (9,985) $ 143,122
=========== =========== =========== ===========
The accompanying notes are an integral part of these pro forma condensed combined consolidated financial statements.
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ICU MEDICAL, INC.AND BIO-PLEXUS, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
For the Year Ended December 31, 2001
(all dollar amounts in thousands except share and per share data)
Historical
------------------------------------ Pro Forma Pro Forma
ICU Medical, Inc. Bio-Plexus, Inc. Adjustments Combined
----------------- ---------------- ----------- --------
NET SALES $ 69,055 $ 6,371 $ 75,426
COST OF GOODS SOLD 28,932 4,343 $ (372)(b) 32,903
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Gross profit 40,123 2,028 372 42,523
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OPERATING EXPENSES:
Selling, general and administrative 16,816 6,323 606 (c) 23,745
Research and development 1,188 1,538 2,726
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Total operating expenses 18,004 7,861 606 26,471
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Income from operations 22,119 (5,833) (234) 16,052
INVESTMENT INCOME 1,988 66 2,054
FINANCING EXPENSE -- (917) 801 (g) (116)
REORGANIZATION COSTS (3,377) 2,741 (g) (636)
------------- ------------- ------------- -------------
Income (loss) before income taxes 24,107 (10,061) 3,308 17,354
PROVISION FOR INCOME TAXES 8,720 -- (91)(i) 8,629
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NET INCOME (LOSS) $ 15,387 $ (10,061) $ 3,399 $ 8,725
============= ============= ============= =============
NET INCOME PER SHARE
Basic $ 1.20 ($ 1.65) $ 0.68
Diluted $ 1.06 ($ 1.65) $ 0.60
============= ============= =============
WEIGHTED AVERAGE NUMBER OF SHARES
Basic 12,840,556 6,081,913 12,840,556
Diluted 14,454,087 6,081,913 14,454,087
============= ============= =============
The accompanying notes are an integral part of these pro forma condensed combined consolidated financial statements.
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ICU MEDICAL, INC.AND BIO-PLEXUS, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
For the Six Months Ended June 30, 2002
(all dollar amounts in thousands except share and per share data)
Historical
------------------------------------ Pro Forma Pro Forma
ICU Medical, Inc. Bio-Plexus, Inc. Adjustments Combined
----------------- ---------------- ----------- --------
NET SALES $ 43,573 $ 3,950 $ 47,523
COST OF GOODS SOLD 17,888 2,407 $ (307)(b) 19,988
------------- ------------- ------------- -------------
Gross profit 25,685 1,543 307 27,535
------------- ------------- ------------- -------------
OPERATING EXPENSES:
Selling, general and administrative 10,655 2,819 302 (c) 13,776
Research and development 649 509 1,158
------------- ------------- ------------- -------------
Total operating expenses 11,304 3,328 302 14,934
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Income from operations 14,381 (1,785) 5 12,601
INVESTMENT INCOME 740 13 753
FINANCING EXPENSE -- (67) 9 (g) (58)
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Income (loss) before income taxes 15,121 (1,839) 14 13,296
PROVISION FOR INCOME TAXES 5,600 -- 5 (i) 5,605
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ 9,521 $ (1,839) $ 9 $ 7,691
============= ============= ============= =============
NET INCOME PER SHARE
Basic $ 0.70 ($ 0.16) $ 0.56
Diluted $ 0.62 ($ 0.16) $ 0.50
============= ============= =============
WEIGHTED AVERAGE NUMBER OF SHARES
Basic 13,616,595 11,559,482 13,616,595
Diluted 15,234,707 11,559,482 15,234,707
============= ============= =============
The accompanying notes are an integral part of these pro forma condensed combined consolidated financial statements.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL
STATEMENTS
1. BASIS OF PRO FORMA PRESENTATION
On October 31, 2002, ICU Medical, Inc. (the "Company acquired the following
securities of Bio-Plexus, Inc. from ComVest Venture Partners L.P., and certain
other investors ("ComVest"):
9,695,961 shares of Common Stock, representing 84% of the
common stock outstanding
Warrants to purchase 1,294,788 shares of Common Stock at an
exercise price of $2.28 per share;
$2,499,999, 7% Senior Subordinated Non-convertible Promissory
Notes (the "Notes").
The aggregate consideration paid was $6,404,667 for the Common
Stock and warrants and $2,499,999 for the Notes. In addition, the
Company paid Commonwealth Associates, L.P. a termination fee of
$290,879.
All consideration was paid in cash from working capital of the
Company.
On November 4, 2002, the Company acquired 99,350 shares of Common Stock
of Bio-Plexus, Inc. from certain shareholders for aggregate consideration of
$65,626, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.
On November 7, Bio-Plexus, Inc. issued and sold 3,789,078 shares of
Common Stock of Bio-Plexus, Inc. to the Company in cancellation of the Notes and
accrued interest at the rate of one share for each $0.66055 of indebtedness
cancelled.
On November 12, 2002, the Company acquired 99,891 shares of Common
Stock of Bio-Plexus, Inc. from a stockholder for aggregate consideration of
$65,983, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.
On November 13, 2002 the Company contributed 13,684,280 shares of
Common Stock of Bio-Plexus, Inc., representing 90.9% of Bio-Plexus, Inc.'s
outstanding Common Stock, to Bio-Plexus Merger Corp., Inc. a wholly-owned
subsidiary of the Company Bio-Plexus Merger Corp., was merged into Bio-Plexus,
Inc.; the 1,375,415 outstanding shares of Bio-Plexus, Inc. not owned by the
Company became a right to receive $908,599 cash, at a rate of $0.6606 per share;
and Bio-Plexus, Inc. became a wholly-owned subsidiary of the Company. The cash
consideration will be paid from working capital of the Company.
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The transaction will be accounted for as a purchase under generally
accepted accounting principles.
The estimated total purchase price of Bio-Plexus, Inc. is as follows
(in thousands):
Payment to ComVest for common stock and Notes $ 8,905
Payment to other common stockholders 1,041
Estimated transaction costs 505
Estimated integration costs, principally employee severance 527
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Total estimated purchase price $10,978
========
Under the purchase method of accounting, the total estimated purchase price as
shown in the table above is allocated to net tangible and intangible assets of
Bio-Plexus, based on their fair values on the date of the purchase. The fair
values reflected in the unaudited pro forma condensed combined financial
statements are preliminary estimates by the Company and are subject to material
change. Final determination of those values will be made before completion of
the Company's December 31, 2002 consolidated financial statements. Based on the
preliminary estimates by the Company, the estimated purchase price is allocated
as follows:
Net tangible assets $ 6,475
Amortizable intangible assets 4,725
Reduction of net deferred tax asset (222)
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Total estimated purchase price allocation $10,978
========
For the purpose of the pro-forma financial statements, current assets and
liabilities of Bio-Plexus were included at their values in the financial
statements of Bio-Plexus. There may be certain adjustments to those amounts when
the Company completes the purchase price allocation, but they are not expected
to be significant individually or in the aggregate.
Values of property and equipment were estimated on the following bases: Land,
Building and Building Improvements at estimated fair value if sold, giving
recognition to the fact that certain improvements have little value on sale;
assembly machines and molds at depreciated replacement cost after considering
changes the Company expects to make in Bio-Plexus's manufacturing processes,
design changes to the products, and products not to be continued, and use of the
Company's depreciation lives, which are generally shorter than those of
Bio-Plexus, all of which resulted in estimated values significantly below
Bio-Plexus's historical book values; Other, consisting of furniture, fixtures
and computer equipment, at the estimated replacement cost of those assets which
the Company expects to retain.
Amortizable intangible assets consist principally of amounts allocated to the
estimated future value of royalty agreements ($2,487) and the estimated value of
Bio-Plexus's patents ($2,063). The balance relates to customer contracts and
trademarks. Values of amortizable intangible assets were estimated on the
following bases: Patent Rights at the present value of the difference between
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what the Company estimates that it will sell the principal Punctur-Guard
products as compared to other products in the market over the life of the
Company's patents; Royalty Agreements at the present value of the minimum
royalty payments that the Company expects to receive over the life of the
patents.
The amounts reflected in the pro-forma financial statements reflect a reduction
for a "bargain purchase" element, which could change significantly by tax
positions that we may take.
The estimated depreciable bases of property and equipment is thirty years for
the building and two to three years for machines, molds and other equipment. The
estimated lives for amortization are ten years for patents and six years for
royalty rights. All depreciation and amortization is on the straight line
method.
The depreciation and amortization adjustments related to the differences between
the amounts of the estimated purchase price allocation and the amounts in
Bio-Plexus's historical financial statements are reflected as pro forma
adjustments in the pro forma condensed combined consolidated statement of
operations.
1. PRO FORMA ADJUSTMENTS
Pro forma adjustments are necessary to reflect the differences between the
historical book values in Bio-Plexus's financial statements and the estimated
amounts allocated in the purchase price allocation, and the related effects on
depreciation and amortization.
The pro forma combined provision for income taxes does not reflect the amounts
that would have resulted if Bio-Plexus had been included on our consolidated
income tax returns for the periods presented. Further, it does not include any
benefit from the utilization of Bio-Plexus's net operating loss carryforward;
the annual utilization of such loss carryforwards for federal income tax
purposes is limited to the fair market value of Bio-Plexus immediately preceding
the change in ownership by the long-term, tax-exempt rate prescribed by the
Internal Revenue Service. We have not yet completed the calculation of the
annual limitation, but preliminarily expect that it will be less than $200. Any
benefit realized will be allocated to amortizable intangible assets until they
are reduced to zero, and then to reduce income tax expense.
The purchase price allocation could be affected by tax positions that we may
take that are still being evaluated.
The unaudited pro forma condensed combined consolidated balance sheets include
certain adjustments and liabilities related to the integration of us and
Bio-Plexus, and there may be additional adjustments and liabilities identified
as we make further progress in integration planning. However, liabilities for
severance and other costs related to Bio-Plexus employees and costs, if any,
related to exiting certain Bio-Plexus activities would affect amounts in the pro
forma financial statements.
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The pro forma adjustments are as follows:
(a) Adjustment to reflect cash purchase price, and the payment of $178,000
by Bio-Plexus to acquire shares of its Common Stock from certain
stockholders.
(b) Adjustment to record the difference between the preliminary estimate of
fair value and historical amounts of Bio-Plexus's property, plant and
equipment, and the resulting adjustment to depreciation.
(c) Adjustment to record the difference between the preliminary estimate of
fair value and historical amounts of Bio-Plexus's intangible assets,
and the resulting adjustment to amortization.
(d) Adjustment to eliminate debt retired at the time of the acquisition and
related deferred debt costs.
(e) Adjustment to reflect estimated transaction costs and integration costs
(f) Adjustment to reflect reduction in net deferred tax assets related to
the pro forma adjustments.
(g) Adjustment to eliminate all debt expense except that related to a
mortgage on Bio-Plexus's building and capital leases. All other debt
had been previously retired at the time Bio-Plexus was reorganized
under Chapter 11 of the Bankruptcy Code, or was retired as part of our
acquisition of Bio-Plexus.
(h) Adjustment to eliminate stockholders' equity accounts of Bio-Plexus
(i) Pro forma income tax effect of the pro forma adjustments. No adjustment
has been made for the inclusion of Bio-Plexus's in ICU Medical's
consolidated income tax returns.
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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: February 11, 2003
ICU MEDICAL, INC.
/s/ Francis J. O'Brien
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Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer
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