UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 1, 2002
Commission File No. 0-11178
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UTAH MEDICAL PRODUCTS, INC.
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(Exact name of Registrant as specified in its charter)
UTAH 87-0342734
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
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Address of principal executive offices
Registrant's telephone number: (801) 566-1200
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ITEM 5. OTHER EVENTS
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On October 1, 2002 the Company announced, by press release, the
following:
Utah Medical Products, Inc. (Nasdaq:UTMD) announced today that it intends to
repurchase at a price of $17.05 per share up to 750,000 of its shares, if
tendered and not withdrawn by shareholders on or before November 5 representing
approximately 15% of its currently outstanding shares. The offering price is
approximately 21% higher than the average price of UTMD shares trading in the
open market during the last twelve months. The offering price is also higher
than the highest trading price during the last twelve months, and since the
stock has been publicly-traded, adjusted for splits.
The tender offer will commence October 8, or as soon as possible thereafter, and
will expire twenty business days thereafter, unless extended by the Company. If
the offer is over-subscribed, shares will be purchased first from shareholders
owning fewer than 100 shares and tendering all of such shares and then from all
other shares tendered on a prorata basis. The Company reserves the right to
purchase more than 750,000 shares. The tender offer will not be conditioned on
any minimum number of shares being tendered.
The Board of Directors of the Company has approved the tender offer but neither
the Company nor the Board of Directors is making any recommendation to
shareholders as to whether to tender or refrain from tendering their shares.
Shareholders must make their own decision whether or not to tender their shares
and, if so, how many shares to tender.
UTMD has obtained committed financing for the self-tender in the form of a
revolving line of credit from its bank. According to Chairman & CEO Kevin
Cornwell, "UTMD has recently received a judgment representing a large damages
award, although an appeal might change the result. After income taxes, the award
will cover the cost of the tender offer. UTMD's management believes it in the
best interest of shareholders to use the awarded funds to repurchase its shares
in lieu of paying a cash dividend. Even if the damages award is not received,
UTMD has a very healthy business with cash flows capable of servicing the
additional debt it will incur to finance the tender offer. The investment by
antidilution will substantially enhance the value of shares held by shareholders
confident in UTMD's future who wish to continue holding UTMD's shares, and give
investors liquidity who would like to sell their UTMD shares at a premium over
the current market price." Selling shareholders will have the added benefit of
avoiding brokerage commissions and odd lot fees.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of the Company's common
stock. The solicitation of offers to buy the Company's common stock will only be
made pursuant to the offer to purchase and related materials that the Company
will be sending out to its shareholders shortly. Shareholders should carefully
read the offer to purchase and related materials that the Company will be
sending out shortly because they contain important information, including
various terms and conditions to the offer. Shareholders can obtain the offer to
purchase and related materials free at the SEC's website at http://www.sec.gov,
which site can be accessed from UTMD's website at http://www.utahmed.com, or
from UTMD's information agent, Registrar and Transfer Company, 10 Commerce
Drive, Cranford, NJ 07016 Attn: Reorganization Department, Telephone: (800)
368-5948, Facsimile Number: (908) 497-2311. Shareholders are urged to carefully
read these materials prior to making any decision with respect to the offer.
Safe Harbor Statement: Except for historical information contained herein, the
matters set forth in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and are
subject to the safe harbor provisions of that Act. The forward-looking
statements set forth involve a number of risks and uncertainties that could
cause actual results to differ materially from any such statement. These risks
and uncertainties, and assumptions regarding the Company's future operations and
performance, could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements will prove to be accurate.
Utah Medical Products, Inc., with particular interest in healthcare for women
and their babies, develops, manufactures, assembles and markets a broad range of
disposable and reusable specialty medical devices designed for better health
outcomes for patients and their care-providers.
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SIGNATURES
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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: 10/1/02 By: \s\ Kevin L. Cornwell
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Kevin L. Cornwell
CEO