UNITED
STATES
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) March
13, 2008
ICU
MEDICAL, INC.
(Exact name
of registrant as specified in its charter)
|
DELAWARE
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0-19974
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33-0022692
|
|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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951
Calle Amanecer, San Clemente, California
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92673
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(Address
of principal executive offices)
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(Zip
Code)
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(949)
366-2183
Registrant’s
telephone number, including area code
N/A
(Former name
or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
4.01 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
(a) On March
13, 2008, McGladrey & Pullen, LLP (“McGladrey”) was dismissed as the
Registrant’s independent registered public accounting firm.
McGladrey’s
report on the Registrant’s financial statements for either of the past two years
did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant’s past two years and the
subsequent interim period to the date of McGladrey’s dismissal, there have not
been any disagreements with McGladrey on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to McGladrey’s satisfaction, would have caused
McGladrey to make reference to the subject matter of the disagreements in
connection with its report, and there have not been any “reportable events” as
defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K.
The Registrant has furnished McGladrey a copy
of this Form 8-K, and requested McGladrey to furnish the Registrant a letter
addressed to the Securities and Exchange Commission stating whether McGladrey
agrees with the preceding, or, if not, stating the respects in which it does not
agree. That letter is provided as an exhibit to this Form
8-K.
(b) On March 19, 2008, the Registrant’s Audit
Committee engaged Deloitte & Touche LLP (“Deloitte”) as the
Registrant’s independent registered public accounting firm for the year ending
December 31, 2008.
The
decision to change the independent registered independent public accounting firm
was approved by the Registrant’s Audit Committee.
During the past two years and the subsequent
interim period, the Registrant has not (and no one on its behalf has) consulted
with Deloitte on the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant’s financial statements, or any matter that
was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv)
of Regulation S-K or reportable event as described in paragraph (a)(1)(v) of
Item 304 of Regulation S-K.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
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16.1
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Letter
of McGladrey & Pullen, LLP re change in certifying
accountants.
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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: March
19, 2008
ICU MEDICAL,
INC.
/s/ Francis J.
O’Brien
Francis J.
O'Brien
Secretary,
Treasurer and
Chief
Financial Officer