UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
_____________
UTAH
MEDICAL PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
_____________
Utah
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87-0342734
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
incorporation
or organization)
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Identification
Number)
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7043
South 300 West
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Midvale,
Utah 84047
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Telephone: (801)
566-1200
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(Address,
including zip code, and telephone number,
|
including
area code, of registrant’s principal executive
offices)
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Kevin
L. Cornwell, Chief Executive Officer
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Utah
Medical Products, Inc.
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7043
South 300 West
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Midvale,
Utah 84047
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Telephone: (801)
566-1200
|
(Name,
address, including zip code, and telephone number,
|
including
area code, of agent for service)
|
Copy
to:
James
R. Kruse
|
Kruse
Landa Maycock & Ricks, LLC
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136
East South Temple, Twenty-First Floor
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Salt
Lake City, Utah 84111
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Telephone: (801)
531-7090
|
_____________
Approximate date of commencement of
proposed sale to the public: From time to time after the
effectiveness of this registration statement as determined by market
conditions.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
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Amount
to be registered(2)
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Proposed
maximum offering price per unit(1)
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Proposed
maximum aggregate offering price(2)
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Amount
of registration fee(2)
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Common
stock, $0.01 par value
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(1)
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--
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(1)
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(1)
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Preferred
stock, $0.01 par value
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(1)
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--
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(1)
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(1)
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Warrants
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(1)
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--
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(1)
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(1)
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Senior
Debt Securities
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(1)
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--
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(1)
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(1)
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Subordinated
Debt Securities
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(1)
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--
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(1)
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(1)
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Total
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$100,000,000
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--
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$100,000,000
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$3,930(3)
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(1)
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Omitted
pursuant to General Instruction II(D) of Form S-3 under the Securities Act
of 1933, as amended (the “Securities
Act”).
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(2)
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This
registration statement covers such indeterminate principal amount or
number of shares of common stock and preferred stock, senior and
subordinated debt securities and number of warrants of the registrant with
an aggregate initial offering price not to exceed
$100,000,000. The securities registered hereunder are to be
issued from time to time and at prices to be determined. Any
securities registered under this registration statement may be sold
separately or as units with other securities registered under this
registration statement. The securities registered hereunder
also include: (i) an indeterminate number of shares of common stock or
preferred stock, number of warrants and principal amount of senior and
subordinated debt securities as may from time to time be issued upon
conversion or exchange of any preferred stock, warrants or senior or
subordinated debt securities registered hereunder, for which no separate
consideration will be payable, and (ii) securities that may be purchased
by underwriters to cover over-allotments, if
any.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities
Act.
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THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Subject
to Completion, Dated September 5, 2008.
The
information in this preliminary prospectus is not complete and may be
changed. We may not sell any of the securities being registered until
the registration statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell these
securities, and it is not soliciting offers to buy these securities, in any
jurisdiction where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS
UTAH
MEDICAL PRODUCTS, INC.
_____________
$100,000,000
Common
stock, preferred stock, warrants,
senior
debt securities, and subordinated debt securities
_____________
We may
offer common stock, preferred stock, warrants, senior debt securities, and
subordinated debt securities consisting of a combination of any of these
securities at an aggregate initial offering price not to exceed
$100,000,000. The debt securities that we may offer may consist of
senior debt securities or subordinated debt securities, in each case consisting
of notes or other evidence of indebtedness in one or more series. The
warrants that we may offer will consist of warrants to purchase any of the other
securities that may be sold under this prospectus. The securities
offered under this prospectus may be offered separately, together, or in
separate series, and in amounts, at prices, and on terms to be determined at the
time of sale. A prospectus supplement that will set forth the terms
of the offering of any securities will accompany this prospectus. You
should read this prospectus and any supplement carefully before you
invest.
Our
common stock is quoted on the NASDAQ Global Market under the symbol
“UTMD.” On September 4, 2008, the closing price of our common stock
was $28.00 per share. As of the date of this prospectus, none of the
other securities that we may offer by this prospectus is listed on any national
securities exchange or automated quotation system.
You
should refer to the risk factors included in the periodic reports and other
information that are on file with the Securities and Exchange Commission and
carefully consider that information before buying our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
_____________
This
prospectus may not be used to consummate the sale of any securities unless
accompanied by a prospectus supplement relating to the securities
offered.
The date
of this prospectus is ____________, 2008.
You
should rely only on the information contained in this prospectus and the
accompanying prospectus supplement, including the information incorporated by
reference herein as described under “Information Incorporated by
Reference.” We have not authorized anyone to provide you with
information different from that contained in or incorporated by reference into
this prospectus and the accompanying prospectus supplement. This
prospectus and the accompanying prospectus supplement may be used only for the
purposes for which they have been published, and no person has been authorized
to give any information not contained in or incorporated by reference into this
prospectus and the accompanying prospectus supplement. If you receive
any other information, you should not rely on it.
The
information contained in this prospectus and the accompanying prospectus
supplement is accurate only as of the dates on the cover pages of this
prospectus or the accompanying prospectus supplement, as
applicable. The information incorporated by reference into this
prospectus or the accompanying prospectus supplement is accurate only as of the
date of the document incorporated by reference. Any statement made in
this prospectus, the accompanying prospectus supplement, or in a document
incorporated or deemed to be incorporated by reference in this prospectus will
be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus, the accompanying
prospectus supplement, or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this prospectus
modifies or supersedes that statement. Any statement so modified or
superseded will be deemed to constitute a part of this prospectus only to the
extent so modified or superseded. See “Information Incorporated by
Reference.”
We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, which we refer to as the SEC, using a
“shelf” registration, or continuous offering, process. Under this
shelf registration process, we may issue and sell any combination of the
securities described in this prospectus in one or more offerings with a maximum
aggregate offering price of up to $100,000,000.
This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities under this shelf registration, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering, including a description of any risks relating
to the offering, if those terms and risks are not described in this
prospectus. A prospectus supplement may also add, update, or change
information contained in this prospectus. If there is any
inconsistency between the information in this prospectus and the applicable
prospectus supplement, you should rely on the information in the prospectus
supplement. The registration statement we filed with the SEC includes
exhibits that provide more details of the matters discussed in this
prospectus. You should read this prospectus and the related exhibits
filed with the SEC and the accompanying prospectus supplement together with
additional information described under the headings “Available Information” and
“Information Incorporated by Reference” before investing in any of the
securities offered.
We may
sell securities to or through underwriters or dealers, and also may sell
securities directly to other purchasers or through agents. To the
extent not described in this prospectus, the names of any underwriters, dealers,
or agents employed by us in the sale of the securities covered by this
prospectus, the principal amounts or number of shares or other securities, if
any, to be purchased by such underwriters or dealers, and the compensation, if
any, of such underwriters, dealers, or agents will be set forth in an
accompanying prospectus supplement.
The
information in this prospectus is accurate as of the date on the front
cover. Information incorporated by reference into this prospectus is
accurate as of the date of the document from which the information is
incorporated. You should not assume that the information contained in
this prospectus is accurate as of any other date.
Unless
the context otherwise requires, all references in this prospectus to “Utah
Medical,” “us,” “our,” “we,” “UTMD,” the “Company,” or other similar terms are
to Utah Medical Products, Inc.
We are a
public company and are required to file annual, quarterly and current reports,
proxy statements, and other information with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, or the Exchange Act. You may read
and copy any document we file at the SEC’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You can request copies of these
documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the public reference room. Our SEC filings are
also available to the public on the SEC’s website at http://www.sec.gov. In
addition, because our stock is listed for trading on the NASDAQ Global Market,
you can read and copy reports and other information concerning us at the offices
of the NASDAQ Stock Market located at One Liberty Plaza, 165 Broadway, New York,
New York 10006.
We filed
a registration statement on Form S-3 under the Securities Act with the SEC
respecting the securities being offered pursuant to this
prospectus. This prospectus is only part of the registration
statement and omits certain information contained in the registration statement,
as permitted by the SEC. You should refer to the registration
statement, including the exhibits, for further information about us and the
securities being offered pursuant to this prospectus. Statements in
this prospectus regarding the provisions of certain documents filed with, or
incorporated by reference in, the registration statement are not necessarily
complete and each statement is qualified in all respects by that
reference. You may:
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inspect
a copy of the registration statement, including the exhibits and
schedules, without charge at the SEC’s Public Reference
Room;
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obtain
a copy from the SEC upon payment of the fees prescribed by the SEC;
or
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obtain
a copy from the SEC website.
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Our
mailing address is 7043 South 300 West, Midvale, Utah 84047, and our
Internet address is www.utahmed.com. Our
telephone number is (801) 566-1200. General information, financial
news releases, and filings with the SEC, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
to these reports are available free of charge on the SEC’s website at www.sec.gov. We
are not including the information contained on our website as part of, or
incorporating it by reference into, this prospectus.
THE
COMPANY
Utah
Medical Products, Inc., produces high quality, cost-effective medical devices
that are predominantly proprietary, disposable, and for hospital
use. We believe success depends on (1) recognizing needs of
clinicians and patients, (2) rapidly designing or acquiring economical solutions
that gain premarketing regulatory concurrence, (3) reliably producing products
that meet those clinical needs, and then (4) selling through:
(a) our
own direct channels into markets where we enjoy an established reputation and
have a critical mass of sales and support resources, or
(b) establishing
relationships with other medical companies that have the resources to
effectively introduce and support our products.
We
manufacture and market products in four general categories: (1)
obstetrics, which accounted for approximately 30% of 2007 revenues, comprised of
labor and delivery management tools for monitoring fetal and maternal
well-being, for reducing risk in performing difficult delivery procedures, and
for improving clinician and patient safety; (2) gynecology/ electrosurgery/
urology, which accounted for approximately 21% of 2007 revenues, comprised of
tools for gynecological procedures associated primarily with cervical/ uterine
disease, including LETZ, endometrial sampling, transvaginal uterine sonography,
diagnostic laparoscopy, and other minimally invasive surgical procedures;
specialty excision and incision tools; conservative urinary incontinence therapy
devices; and urology tools; (3) neonatal care, which accounted for approximately
25% of 2007 revenues, comprised of devices that provide developmentally-friendly
care to the most critically ill babies, including providing vascular access,
enteral feeding, administering vital fluids, maintaining a neutral thermal
environment, providing protection, and assisting in specialized applications;
and (4) blood pressure monitoring/ accessories/ other, which accounted for
approximately 24% of 2007 revenues, comprised of specialized components as well
as molded parts sold on an OEM (original equipment manufacturer) basis to other
companies.
In these
four categories, UTMD’s primary revenue contributors enjoy a significant market
share and may have differentiated product features protected by
patents.
Approximately
58% of our 2007 international revenues were derived from blood pressure
monitoring and accessories sales and 23% from gynecology, electrosurgery, and
urology sales.
We were
formed as a Utah corporation in 1978. We publicly raised equity
capital one time in 1982. In 1994, we acquired all of the tangible
and intangible assets of OB Tech, Inc., a Huntington Beach, California company,
the original owner of the Cordguard(R) concept. In 1995, Utah Medical
Products Ltd., a wholly owned subsidiary located in Ireland, was formed to
establish an international manufacturing capability. In 1997, we
purchased Columbia Medical, Inc. (CMI), a Redmond, Oregon company specializing
in silicone injection molding, assembly, and marketing vacuum-assisted
obstetrical delivery systems. In 1998, we acquired the neonatal
product line of Gesco International, a subsidiary of Bard Access Systems and
C.R. Bard, Inc. On March 8, 2000, we returned to the Nasdaq
Stock Market after trading on the New York Stock Exchange for about three
years. We were previously listed on Nasdaq for 14
years. In 2004, we acquired Abcorp, Inc., our supplier of fetal
monitoring belts. Our corporate offices are located at 7043 South 300
West, Midvale, Utah 84047 USA. The corporate telephone
number is (801) 566-1200. Ireland operations are located at
Athlone Business and Technology Park, Athlone, County Westmeath,
Ireland. The telephone number in Ireland is 353 (90)
647-3932. CMI’s mailing address is 1830 S.E. 1st, Redmond,
Oregon 97756. The phone number in Oregon is (541)
548-7738.
For
additional information concerning our business and affairs, please refer to the
documents incorporated by reference that are listed under the caption
“Information Incorporated by Reference.”
FORWARD-LOOKING
STATEMENTS
Statements
included or incorporated by reference in this prospectus include both historical
and “forward-looking” statements under federal securities laws. These
statements are based on current expectations and projections about future
results and include the discussion of our business strategies and expectations
concerning future operations, margins, profitability, liquidity, and capital
resources. In addition, in certain portions of this prospectus, the
documents incorporated by reference and in any prospectus supplement, the words
“anticipate,” “believe,” “estimate,” “may,” “expect,” “plan,” “intend,” and
similar expressions, as they relate to us or our management, are intended to
identify forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors that may cause
the actual results, performance, or achievements to be materially different from
any future results, performance, or achievements expressed or implied by these
forward-looking statements. These statements are based upon the
beliefs and assumptions of, and on information available to, our
management. Although we have attempted to identify important factors
that could cause the actual results to differ materially, there may be other
factors that cause the forward statement not to come true as anticipated,
believed, projected, expected, or intended. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may differ materially from those described herein as
anticipated, believed, projected, estimated, expected, or
intended. The estimates and assumptions that we use in the
preparation of our financial statements are subject to change and are not
intended to be relied upon as predictions of future operating results, and we
assume no obligation to update or disclose revisions to those
estimates.
Factors
that could cause actual results to differ materially from those expressed or
implied by the forward-looking statements include, but are not limited to, those
referred to under “Risk Factors.” Unless required by law, we do not
assume any obligation to update forward-looking statements based on
unanticipated events or changed expectations. However, you should
carefully review the reports and documents we file from time to time with the
SEC, particularly our annual reports on Form 10-K, quarterly reports on
Form 10-Q, and any current reports on Form 8-K.
RISK
FACTORS
An
investment in our securities involves risks. You should carefully
consider the risk factors incorporated by reference to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, and the other
information contained in this prospectus, as updated by our subsequent filings
under the Exchange Act, and the risk factors and other information contained in
the applicable prospectus supplement before acquiring any of our
securities.
Unless
otherwise indicated in an accompanying prospectus supplement, the net proceeds
from the sale of the securities offered hereby will be used for general
corporate purposes, which may include working capital, capital expenditures,
development costs, strategic investments, and possible
acquisitions. We have not allocated any portion of the net proceeds
for any particular use at this time. The net proceeds may be invested
temporarily until they are used for their stated purpose. Specific
information concerning the use of proceeds from the sale of any securities will
be included in the prospectus supplement relating to such
securities.
The
following table sets forth our historical ratio of earnings to fixed charges and
ratio of earnings to combined fixed charges for the periods
indicated. We had no preferred stock outstanding and did not pay
preferred stock dividends during these periods.
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Six
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Months
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Ended
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June
30,
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Year
Ended December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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Ratio
of earnings to fixed charges
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37.5
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37.9
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41.1
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161.3
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298.4
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341.1
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The ratio
of earnings to fixed charges has been computed on a consolidated
basis. Earnings consists of pre-tax income from continuing operations
before fixed charges, amortization of capitalized interest, and minority
interest minus interest capitalized. Fixed charges consist of the sum
of interest expensed and capitalized, amortized premiums, discounts and
capitalized expenses relating to indebtedness, and an estimate of the interest
within rental expense.
The
following description of our common stock and our preferred stock is a
summary. You should refer to our certificate of incorporation and our
bylaws for the actual terms of our capital stock.
Common
Stock
We are
authorized to issue 50,000,000 shares of common stock, $0.01 par value per
share. On September 4, 2008, there were 3,861,300 outstanding
shares of our common stock. Holders of our common stock are entitled
to one vote per share on all matters submitted to a vote of stockholders and may
not cumulate votes for the election of directors. Common stockholders
have the right to receive dividends when, as, and if declared by the board of
directors from funds legally available therefor. Holders of common
stock have no preemptive rights and have no rights to convert their common stock
into any other securities.
Preferred
Stock
We are
authorized to issue up to 5,000,000 shares of preferred stock, $0.01 par value
per share. As of September 4, 2008, there were no preferred
shares issued or outstanding. The shares of preferred stock have such
rights and preferences as our board of directors shall determine from time to
time. Our common stock is subject to the express terms of our
preferred stock and any series thereof. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisition and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or discourage a third party from
acquiring, a majority of our outstanding common stock. Our board of
directors may issue preferred stock with voting and conversion rights that could
adversely affect the voting power of the holders of our common
stock. There are no current agreements or understandings for the
issuance of preferred stock and our board of directors has no present intention
to issue any shares of preferred stock.
If we
offer a series of preferred stock, we will describe the specific terms of that
series in a prospectus supplement, including:
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the
title of the series of preferred stock and the number of shares
offered;
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the
price at which the preferred stock will be
issued;
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the
dividend rate, if any, the dates on which the dividends will be payable,
and other terms relating to the payment of dividends on the preferred
stock;
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the
voting rights of the preferred
stock;
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whether
the preferred stock is redeemable or subject to a sinking fund, and the
terms of any such redemption or sinking
fund;
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whether
the preferred stock is convertible into any other securities, and the
terms and conditions of any such
conversion;
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the
liquidation preference of the preferred stock;
and
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any
additional rights, preferences, and limitation of the preferred
stock.
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The
description of the terms of a series of preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the certificate of designation
relating to that series of preferred stock. The registration
statement of which this prospectus forms a part will include the certificate of
designation as an exhibit or as a document incorporated by
reference.
Any
preferred stock will, when issued, be fully paid and nonassessable.
Transfer
Agent and Registrar
The
transfer agent and registrar for our stock is Registrar and Transfer Company, 10
Commerce Street, Cranford, New Jersey 07016, and can be reached at (800)
368-5948.
General
Description of Warrants
We may
issue warrants for the purchase of debt securities, preferred stock, or common
stock, or any combination of these securities. Warrants may be issued
independently or together with other securities and may be attached to or
separate from any offered securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between a warrant
agent and us. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of
warrants. The following outlines some of the general terms and
provisions of the warrants that we may issue from time to
time. Additional terms of the warrants and the applicable warrant
agreement will be set forth in the applicable prospectus
supplement. The following description, and any description of the
warrants included in a prospectus supplement, may not be complete and is subject
to and qualified in its entirety by reference to the terms and provisions of the
applicable warrant agreement, which we will file with the SEC in connection with
any offering of warrants.
Debt
Warrants
The
prospectus supplement relating to a particular issue of warrants exercisable for
debt securities will describe the terms of those warrants, including the
following:
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the
title of the warrants;
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the
offering price for the warrants, if
any;
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the
aggregate number of the warrants;
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the
designation and terms of the debt securities purchasable upon exercise of
the warrants;
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if
applicable, the designation and terms of the securities that the warrants
are issued with and the number of warrants issued with each
security;
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if
applicable, the date from and after which the warrants and any securities
issued with the warrants will be separately
transferable;
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the
principal amount and price of debt securities that may be purchased upon
exercise of a warrant;
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the
dates on which the right to exercise the warrants commence and
expire;
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if
applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
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whether
the warrants represented by the warrant certificates or debt securities
that may be issued upon exercise of the warrants will be issued in
registered or bearer form;
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information
relating to book-entry procedures, if
any;
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if
applicable, a discussion of material U.S. federal income tax
considerations;
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antidilution
provisions of the warrants if any;
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redemption
or call provisions, if any, applicable to the warrants;
and
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any
additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the
warrants.
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Stock
Warrants
The
prospectus supplement relating to a particular issue of warrants exercisable for
common stock or preferred stock will describe the terms of the common stock
warrants and preferred stock warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if
any;
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the
aggregate number of the warrants;
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the
designation and terms of the common stock or preferred stock that may be
purchased upon exercise of the
warrants;
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if
applicable, the designation and terms of the securities that the warrants
are issued with and the number of warrants issued with each
security;
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if
applicable, the date from and after which the warrants and any securities
issued with the warrants will be separately
transferable;
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the
number of shares and price of common stock or preferred stock that may be
purchased upon exercise of a
warrant;
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the
dates on which the right to exercise the warrants commence and
expire;
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if
applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
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if
applicable, a discussion of material U.S. federal income tax
considerations;
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antidilution
provisions of the warrants, if any;
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redemption
or call provisions, if any, applicable to the warrants;
and
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any
additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the
warrants.
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Exercise
of Warrants
Each
warrant will entitle the holder of the warrant to purchase at the exercise price
set forth in the applicable prospectus supplement the principal amount of debt
securities or shares of common stock or preferred stock being
offered. Holders may exercise warrants at any time up to the close of
business on the expiration date set forth in the applicable prospectus
supplement. After the close of business on the expiration date,
unexercised warrants will be void. Holders may exercise warrants as
set forth in the prospectus supplement relating to the warrants being
offered.
Until a
holder exercises the warrants to purchase any securities underlying the
warrants, the holder will not have any rights as a holder of the underlying
securities by virtue of ownership of warrants.
This
section describes the general terms and provisions of the debt securities that
we may issue separately, upon conversion or exchange of preferred stock or upon
exercise of a debt warrant, any of which may be issued as convertible or
exchangeable debt securities. We will set forth the particular terms
of the debt securities we offer in a prospectus supplement. The
extent, if any, to which the following general provisions apply to particular
debt securities will be described in the applicable prospectus
supplement. The following description of general terms relating to
the debt securities and the indenture under which the debt securities will be
issued are summaries only and therefore are not complete. You should
read the indenture and the prospectus supplement regarding any particular
issuance of debt securities. The debt securities will represent our
unsecured general obligations, unless otherwise provided in the prospectus
supplement.
The debt
securities will be issued under an indenture between us and a trustee that will
be named in the applicable prospectus supplement, and may be supplemented or
amended from time to time following its execution. The indenture, and
any supplemental indentures thereto, will be subject to, and governed by, the
Trust Indenture Act of 1939.
The form
of indenture gives us broad authority to set the particular terms of each series
of debt securities issued thereunder, including, without limitation, the right
to modify certain of the terms contained in the indenture.
Except to
the extent set forth in a prospectus supplement, the indenture does not contain
any covenants or restrictions that afford holders of the debt securities special
protection in the event of a change of control or highly leveraged
transaction.
General
The
indenture will not limit the aggregate principal amount of debt securities that
may be issued under it and will provide that debt securities may be issued in
one or more series, in such form or forms, with such terms and up to the
aggregate principal amount that we may authorize from time to
time. Our board of directors will establish the terms of each series
of debt securities, and such terms will be set forth or determined in the manner
provided in an officers’ certificate or by a supplemental
indenture. The particular terms of the debt securities offered
pursuant to any prospectus supplement will be described in the prospectus
supplement. All debt securities of one series need not be issued at
the same time and, unless otherwise provided, a series may be reopened, without
the consent of any holder, for issuances of additional debt securities of that
series.
The
applicable prospectus supplement will describe the following terms of any series
of debt securities that we may offer (to the extent applicable to the debt
securities):
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the
title and designation of the debt securities (which shall distinguish debt
securities of one series from debt securities of any other series),
including whether the debt securities shall be issued as senior debt
securities, senior subordinated debt securities, or subordinated debt
securities, any subordination provisions particular to such series of debt
securities, and whether such debt securities are convertible and/or
exchangeable for other securities;
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the
aggregate principal amount of the debt securities and any limit upon the
aggregate principal amount of the debt
securities;
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the
date or dates (whether fixed or extendable) on which the principal of the
debt securities is payable or the method of determination
thereof;
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the
rate or rates (which may be fixed, floating, or adjustable) at which the
debt securities shall bear interest, if any, the method of calculating the
rates, the date or dates from which interest shall accrue or the manner of
determining those dates, the interest payment dates on which interest
shall be payable, the record dates for the determination of holders to
whom interest is payable, and the basis upon which interest shall be
calculated if other than that of a 360-day
year;
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the
place or places where the principal and premium, if any, make-whole
amount, if any, and interest on the debt securities, if any, shall be
payable, where the holders may surrender debt securities for conversion,
transfer, or exchange and where notices or demands to or upon us may be
served;
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any
provisions relating to the issuance of the debt securities at an original
issue discount;
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the
price or prices at which, the period or periods within which, and the
terms and conditions upon which we may redeem the debt securities, in
whole or in part, pursuant to any sinking fund or otherwise (including,
without limitation, the form or method of payment if other than in
cash);
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our
obligation, if any, to redeem, purchase, or repay the debt securities
pursuant to any mandatory redemption, sinking fund, or analogous
provisions, or at the option of a holder, the price at which, the period
within which, and the terms and conditions upon which the debt securities
shall be redeemed, purchased, or repaid, in whole or in part, pursuant to
such obligation (including, without limitation, the form or method of
payment thereof if other than in cash) and any provisions for the
remarketing of the debt securities;
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if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the debt securities of the series shall be
issuable;
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if
other than the principal amount thereof, the portion of the principal
amount of the debt securities that shall be payable upon declaration of
acceleration of the maturity or provable in bankruptcy or, if applicable,
the portion of the principal amount that is convertible or exchangeable in
accordance with the provisions of the debt securities or the resolution of
our board of directors or any supplemental indenture pursuant to which
such debt securities are issued;
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any
events of default with respect to the debt securities, in lieu of or in
addition to those set forth in the indenture and the remedies
therefor;
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our
obligation, if any, to permit the conversion or exchange of the debt
securities of such series into common shares or other capital stock or
property, or combination thereof, and the terms and conditions upon which
such conversion shall be effected (including, without limitation, the
initial conversion or exchange price or rate, the conversion or exchange
period, the provisions for conversion or exchange price or rate
adjustments, and any other provision relative to such obligation) and any
limitations on the ownership or transferability of the securities or
property into which holders may convert or exchange the debt
securities;
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any
trustees, authenticating or paying agents, transfer agents or registrars,
or any other agents with respect to the debt
securities;
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the currency or currency units, including composite currencies, in
which the debt securities shall be denominated if other than the currency
of the United States of America; |
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if
other than the currency or currency units in which the debt securities are
denominated, the currency or currency units in which payment of the
principal of, premium, if any, make-whole amount, if any, or interest on
the debt securities shall be payable (and the manner in which the
equivalent of the principal amount thereof in the currency of the United
States of America is to be determined for any purpose, including for the
determination of the principal amount
outstanding);
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if
the principal of, premium, if any, make-whole amount, if any, or interest
on the debt securities is to be payable, at our election or the election
of a holder, in currency or currency units other than that in which the
debt securities are denominated or stated, the period within which, and
the terms and conditions upon which, such election may be made and the
time and manner of and identity of the exchange rate agent with
responsibility for determining the exchange rate between the currency or
currency units in which the debt securities are denominated or stated to
be payable and the currency or currency units in which the debt securities
will be payable;
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if
the amount of the payments of principal of, premium, if any, make-whole
amount, if any, and interest on the debt securities may be determined with
reference to an index, the manner in which the amount shall be determined
from that index;
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whether
and under what circumstances we will pay additional amounts on the debt
securities held by foreign holders in respect of any tax, assessment, or
governmental charge withheld or deducted and, if so, whether we will have
the option to redeem the debt securities rather than pay such additional
amounts;
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if
receipt of certain certificates or other documents or satisfaction of
other conditions will be necessary for any purpose, including, without
limitation, as a condition to the issuance of the debt securities in
definitive form (whether upon original issue or upon exchange of a
temporary debt security), the form and terms of such certificates,
documents, or conditions;
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any
other affirmative or negative covenants with respect to the debt
securities, including certain financial
covenants;
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whether
the debt securities shall be issued in whole or in part in the form of one
or more global securities and the depositary for the global securities or
debt securities, the circumstances under which any global security may be
exchanged for debt securities registered in the name of any person other
than the depositary or its nominee, and any other provisions regarding the
global securities;
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whether
the debt securities are defeasible;
and
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any
other terms of a particular series.
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Unless
otherwise indicated in the prospectus supplement relating to the debt
securities, the principal amount of and any premium, make-whole amount, or
interest on the debt securities will be payable, and the debt securities will be
exchangeable and transfers thereof will be registrable, at the office of the
trustee. However, at our option, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
debt security register. Any payment of principal and any premium,
make-whole amount, or interest required to be made on an interest payment date,
redemption date, or at maturity that is not a business day need not be made on
such date, but may be made on the next succeeding business day with the same
force and effect as if made on the applicable date, and no interest shall accrue
for the period from and after such date.
Unless
otherwise indicated in the prospectus supplement relating to debt securities,
the debt securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer or exchange
of the debt securities, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with a transfer or
exchange.
Debt
securities may bear interest at fixed or floating rates. We may issue
our debt securities at an original issue discount, bearing no interest or
bearing interest at a rate that at the time of issuance is below market rate, to
be sold at a substantial discount below their stated principal
amount. Generally speaking, if our debt securities are issued at an
original issue discount and there is an event of default or acceleration of
their maturity, holders will receive an amount less than their principal
amount. Tax and other special considerations applicable to any series
of debt securities, including original issue discount debt, will be described in
the prospectus supplement in which we offer those debt securities. In
addition, certain United States federal income tax or other considerations, if
any, applicable to any debt securities that are denominated in a currency or
currency unit other than United States dollars may be described in the
applicable prospectus supplement.
Global
Securities
The debt
securities of a series may be issued in the form of one or more global
securities that will be deposited with a depositary or its nominees identified
in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.
Unless
and until it is exchanged in whole or in part for debt securities in definitive
registered form, a global security may not be registered for transfer or
exchange except as a whole by the depositary for such global security to a
nominee of the depositary and except in the circumstances described in the
prospectus supplement relating to the debt securities. The specific
terms of the depositary arrangement with respect to a series of debt securities
will be described in the prospectus supplement relating to such
series.
Modification
of the Indenture
We and
the trustee may modify the indenture with respect to the debt securities of any
series, with or without the consent of the holders of debt securities, under
certain circumstances to be described in a prospectus supplement.
Defeasance;
Satisfaction and Discharge
The
prospectus supplement will outline the conditions under which we may elect to
have certain of our obligations under the indenture discharged and under which
the indenture obligations will be deemed to be satisfied.
Defaults
and Notice
The debt
securities of any series will contain events of default to be specified in the
applicable prospectus supplement, including, without limitation:
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failure
to pay the principal of, or premium or make-whole amount, if any, on any
debt security of such series when due and payable (whether at maturity, by
call for redemption, through any mandatory sinking fund, by redemption at
the option of the holder, by declaration or acceleration, or
otherwise);
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failure
to make a payment of any interest on any debt security of such series when
due;
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our
failure to perform or observe any other covenants or agreements in the
indenture with respect to the debt securities of such
series;
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certain
events relating to our bankruptcy, insolvency, or reorganization;
and
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certain
cross defaults.
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If an
event of default with respect to debt securities of any series shall occur and
be continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the then-outstanding debt securities of such series may declare the
principal amount (or, if the debt securities of such series are issued at an
original issue discount, such portion of the principal amount as may be
specified in the terms of the debt securities of such series) of all debt
securities of such series or such other amount or amounts as the debt securities
or supplemental indenture with respect to such series may provide, to be due and
payable immediately.
The
trustee under the indenture shall, within 90 days after the occurrence of a
default, give to holders of debt securities of any series notice of all uncured
defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium or make-whole amount, if any, or interest on the debt
securities of any series, or in the payment of any mandatory sinking fund
installment with respect to debt securities of such series, the trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders of debt securities of such
series.
The
indenture will contain a provision entitling the trustee to be indemnified by
holders of debt securities before proceeding to exercise any trust or power
under the indenture at the request of such holders. The indenture
will provide that the holders of at least a majority in aggregate principal
amount of the then-outstanding debt securities of any series may direct the
time, method, and place of conducting any proceedings for any remedy available
to the trustee, or of exercising any trust or power conferred upon the trustee
with respect to the debt securities of such series. However, the
trustee may decline to follow any such direction if, among other reasons, the
trustee determines in good faith that the actions or proceedings as directed may
not lawfully be taken, would involve the trustee in personal liability, or would
be unduly prejudicial to the holders of the debt securities of such series not
joining in such direction.
The right
of a holder to institute a proceeding with respect to the indenture is subject
to certain conditions, including that the holders of at least a majority in
aggregate principal amount of the debt securities of such series then
outstanding make a written request upon the trustee to exercise its power under
the indenture, indemnify the trustee, and afford the trustee reasonable
opportunity to act. Even so, the holder has an absolute right to
receipt of the principal of, premium or make-whole amount, if any, and interest
when due, to require conversion or exchange of debt securities if the indenture
provides for convertibility or exchangeability at the option of the holder, and
to institute suit for the enforcement of such rights.
Conversion
or Exchange Rights
If debt
securities of any series are convertible or exchangeable, the applicable
prospectus supplement will specify:
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the
type of securities into which they may be converted or
exchanged;
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the
conversion price or exchange ratio, or its method of
calculation;
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whether
conversion or exchange is mandatory or at the holder’s
election;
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how
and when the conversion price or exchange ratio may be adjusted;
and
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any
other important terms concerning the conversion or exchange
rights.
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Concerning
the Trustee
We will
provide the name of the trustee in any prospectus supplement related to the
issuance of debt securities and we will also provide certain other information
related to the trustee, including describing any relationship we have with the
trustee, in such prospectus supplement.
Governing
Law
The
indenture and the debt securities will be governed by the laws of the state of
Utah.
A summary
of any material United States federal income tax consequences to persons
investing in the securities offered by this prospectus will be set forth in an
applicable prospectus supplement. The summary will be presented for
information purposes only, however, and will not be intended as legal or tax
advice to prospective purchasers. Prospective purchasers of
securities are urged to consult their own tax advisors prior to any acquisition
of securities.
PLAN
OF DISTRIBUTION
We may
sell the securities in one or more of the following ways from time to
time:
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through
underwriters or dealers for resale to the public or to institutional
investors;
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directly
to a limited number of institutional purchasers or to a single
purchaser;
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if
indicated in the prospectus supplement, pursuant to delayed delivery
contracts, by remarketing firms or by other
means.
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Any
dealer or agent, in addition to any underwriter, may be deemed to be an
underwriter within the meaning of the Securities Act, and any discounts or
commissions they receive from us and any profit on the resale of the offered
securities by them may be treated as underwriting discounts and commissions
under the Securities Act. The terms of the offering of the securities
with respect to which this prospectus is being delivered will be set forth in
the applicable prospectus supplement and will include:
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the
name or names of any underwriters, dealers, or
agents;
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the
purchase price of such securities and the proceeds to us from such
sale;
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any
underwriting discounts, agency fees, and other items constituting
underwriters’ or agents’
compensation;
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the
public offering price;
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any
discounts or concessions that may be allowed or reallowed or paid to
dealers and any securities exchanges on which the securities may be
listed; and
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the
securities exchange on which the securities may be listed, if
any.
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If
underwriters are used in the sale of securities, such securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one
or more underwriters acting alone. Unless otherwise set forth in the
applicable prospectus supplement, the obligations of the underwriters to
purchase the securities described in the applicable prospectus supplement will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such securities if any are so purchased by
them. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to
time.
The
securities may be sold directly by us or through agents designated by us from
time to time. Any agents involved in the offer or sale of the
securities in respect of which this prospectus is being delivered, and any
commissions payable by us to such agents, will be set forth in the applicable
prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, any such agent will be acting on a best-efforts basis for
the period of its appointment.
If
dealers are used in the sale of any securities, we will sell the securities to
the dealers as principals. Any dealer may resell the securities to
the public at varying prices to be determined by the dealer at the time of
resale. The name of any dealer and the terms of the transaction will
be set forth in the prospectus supplement with respect to the securities being
offered.
Securities
may also be offered and sold, if so indicated in the applicable prospectus
supplement, in connection with a remarketing upon their purchase in accordance
with a redemption or repayment pursuant to their terms or otherwise by one or
more firms, which we refer to herein as the “remarketing firms,” acting as
principals for their own accounts or as our agents, as
applicable. Any remarketing firm will be identified and the terms of
its agreement, if any, with us and its compensation will be described in the
applicable prospectus supplement.
Remarketing
firms may be deemed to be underwriters, as that term is defined in the
Securities Act, in connection with the securities remarketed
thereby.
If so
indicated in the applicable prospectus supplement, we will authorize agents,
underwriters, or dealers to solicit offers by certain specified institutions to
purchase the securities to which this prospectus and the applicable prospectus
supplement relates from us at the public offering price set forth in the
applicable prospectus supplement, plus, if applicable, accrued interest pursuant
to delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those
conditions set forth in the applicable prospectus supplement, and the applicable
prospectus supplement will set forth the commission payable for solicitation of
such contracts.
Underwriters
will not be obligated to make a market in any securities. We can give
no assurance regarding the activity of trading in, or liquidity of, any
securities.
Agents,
dealers, underwriters, and remarketing firms may be entitled under agreements
entered into with us to indemnification by us, as applicable, against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution to payments they may be required to make in respect
thereof. Agents, dealers, underwriters, and remarketing firms may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business.
Each
series of securities will be a new issue and other than the common stock, which
is quoted on the NASDAQ Global Market, will have no established trading
market. We may elect to list any series of securities on an exchange,
and in the case of the common stock, on any additional exchange, but unless
otherwise specified in the applicable prospectus supplement, we shall not be
obligated to do so. Any underwriters to whom securities are sold for
public offering and sale may make a market in the securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The securities may or may not be
listed on a national securities exchange or a foreign securities
exchange. No assurance can be given as to the liquidity of the
trading market for any of the securities.
The
place, time of delivery, and other terms of the offered securities will be
described in the applicable prospectus supplement.
Kruse
Landa Maycock & Ricks, LLC, Salt Lake City, Utah, will pass upon the
validity of any securities that we offer pursuant to this
prospectus. If the securities are being distributed in an
underwritten offering, certain legal matters will be passed upon for the
underwriters by counsel identified in the applicable prospectus
supplement.
Our
consolidated balance sheets as of December 31, 2007 and 2006, and the
related consolidated statements of income and comprehensive income,
stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2007, appearing in our Annual Report
(Form 10-K) for the year ended December 31, 2007, have been audited by
Jones Simkins, P.C., independent registered public accounting firm, as set forth
in its report thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
Our
consolidated balance sheets as of December 31, 2007 and 2006, and the
related consolidated statements of income and comprehensive income,
stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2007, have been incorporated by reference herein
in reliance upon the report of Jones Simkins, P.C., independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The SEC
allows us to “incorporate by reference” certain of our publicly filed documents
into this prospectus, which means that information included in those documents
is considered part of this prospectus.
Information
that we file with the SEC after the date of this prospectus will automatically
update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of
the offering of the securities covered by this prospectus.
The
following documents filed with the SEC are incorporated by reference in this
prospectus (other than, in each case, documents or information therein deemed to
have been furnished and not filed in accordance with SEC rules):
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our
Annual Report on Form 10-K for the year ended December 31,
2007;
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our
Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 2008; and
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our
Current Reports on Form 8-K filed on January 29, April 30, July 24, and
September 3, 2008.
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We will
provide without charge to any person to whom this prospectus is delivered, on
the written or oral request of such person, a copy of any or all of the
foregoing documents incorporated by reference, excluding exhibits, unless we
have specifically incorporated an exhibit in the incorporated
document. Written requests should be directed to: Utah
Medical Products, Inc., 7043 South 300 West, Midvale, Utah 84047,
telephone number (801) 566-1200.
Each
document or report subsequently filed by us pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities shall be deemed to be incorporated
by reference into this prospectus and to be a part of this prospectus from the
date of filing of such document, unless otherwise provided in the relevant
document. Any statement contained herein, or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of the
registration statement and this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
registration statement or this prospectus.
The
information relating to Utah Medical Products, Inc., contained in this
prospectus and the accompanying prospectus supplement is not comprehensive, and
you should read it together with the information contained in the incorporated
documents.
UTAH
MEDICAL PRODUCTS, INC.
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Table
of Contents
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Section
About
this Prospectus
Available
Information
The
Company
Forward-Looking
Statements
Risk
Factors
Use
of Proceeds
Ratio
of Earnings to Fixed Charges
Description
of Capital Stock
Description
of Warrants
Description
of Debt Securities
Material
Federal Income
Tax
Consequences
Plan
of Distribution
Legal
Matters
Experts
Information
Incorporated
by
Reference
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Page
2
3
4
5
5
5
6
6
7
10
15
16
17
18
18
|
|
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Senior
Debt Securities
Subordinated
Debt Securities
|
|
|
PROSPECTUS
|
Investors
should rely on the information contained in this prospectus. We
have not authorized anyone to provide different
information. This prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities covered by this
prospectus in any state or other jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such state or
jurisdiction.
|
|
______________,
2008
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other
Expenses of Issuance and Distribution.
We will
pay all expenses incident to the offering and sale to the public of the
securities being registered other than any commissions and discounts of
underwriters, dealers, or agents and any transfer taxes. Such
expenses are set forth in the following table:
Securities
and Exchange Commission filing fee*
|
|
$ |
3,930 |
|
Printing
expenses
|
|
|
5,000 |
|
Counsel
fees and expenses
|
|
|
35,000 |
|
Accounting
fees and expenses
|
|
|
5,000 |
|
Stock
exchange listing fees
|
|
|
20,000 |
|
Fees
of trustee, registrar and transfer agent
|
|
|
10,000 |
|
Miscellaneous
expenses
|
|
|
5,000 |
|
Total
|
|
$ |
83,930 |
|
*Actual
expenses; all other expenses are estimates.
Item 15. Indemnification
of Directors and Officers.
Article V
of our articles of incorporation provides that to the fullest extent permitted
by the Utah Revised Business Corporation Act or any other applicable law as now
in effect or as it may hereafter be amended, a director of the Corporation shall
have no personal liability to the Corporation or its shareholders for monetary
damages for any action taken or any failure to take any action as a
director.
Section
16-10a-902 of the Utah Revised Business Corporation Act provides that a
corporation may indemnify a director if: (a) his conduct was in good
faith; and (b) he reasonably believed that his conduct was in, or not opposed
to, the corporation’s best interests; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful as
long as the director is not adjudged liable to the corporation or the director
is adjudged liable on the basis that he derived an improper personal
benefit.
Section
16-10a-907 of the Utah Revised Business Corporation Act further provides that a
corporation may: (a) indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as to a
director; and(b) also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract.
Section 5.1
of our bylaws provides that we shall indemnify any individual made a party to a
proceeding because such individual was a director of the corporation to the
extent permitted by and in accordance with Section 16-10a-901, et seq. of the
Utah Revised Business Corporation Act or any amendments of successor sections of
like tenor. Further, to the extent permitted by Section 16-10a-904 of
the Utah Revised Business Corporation Act or any section of like tenor as
amended from time to time, we may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding, if: (a) the director furnishes
the corporation a written affirmation of his good faith belief that he has met
the standard of conduct described in the Act; (b) the director furnishes
the corporation a written undertaking, executed personally or on his behalf, to
repay advances if it is ultimately determined that he did not meet the standard
of conduct (which undertaking must be an unlimited general obligation of the
director but need not be secured and may be accepted without reference to
financial ability to make repayment); and (c) a determination is made that
the facts then known to those making the determination would not preclude
indemnification under Utah law.
Finally,
our bylaws state that unless otherwise provided in the articles of
incorporation, the board of directors may authorize the corporation to indemnify
and advance expenses to any officer, employee, or agent of the corporation who
is not a director of the corporation, to the extent permitted by the Utah
Revised Business Corporation Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. (See “Item 17. Undertakings,” page
II-4.)
Item
16. Exhibits
The
following documents are included as exhibits to this Registration Statement,
pursuant to Item 601 of Regulation S-K:
Exhibit
Number*
|
|
Title
of Document
|
|
Location
|
|
|
|
|
|
|
|
Item
1.
|
|
Underwriting
Agreement
|
|
|
|
1.01
|
|
Form
of Underwriting Agreement
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
|
|
|
|
|
|
Item 4.
|
|
Instruments
Defining the Rights of Holders, Including Indentures
|
|
|
4.01
|
|
Specimen
stock certificate
|
|
Incorporated
by reference to Exhibit 4.04 to the Registrant’s Form S-8 filed
August 30, 2005, Reg. No. 333-127946.
|
4.03
|
|
Form
of Indenture between the Company and Trustee to be designated therein
relating to debt securities
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of
securities.
|
Exhibit
Number*
|
|
Title
of Document
|
|
Location
|
|
|
|
|
|
|
4.04
|
|
Form
of Supplemental Indenture or other instrument establishing the issuance of
one or more series of debt securities (including form of debt
security)
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
4.05
|
|
Form
of Certificate of Designation of one or more series of Preferred
Stock
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
4.06
|
|
Form
of Warrant
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
|
|
|
|
|
Item 5.
|
|
Opinion
re: Legality
|
|
|
5.01
|
|
Opinion
of Kruse Landa Maycock & Ricks, LLC
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
|
|
|
|
|
Item
12.
|
|
Statements
re: Computation of Ratios
|
|
|
|
|
Computation
of ratio of earnings to fixed charges
|
|
This
filing.
|
|
|
|
|
|
Item
23.
|
|
Consents
of Experts and Counsel
|
|
|
|
|
Consent
of Jones Simkins, P.C., Independent Registered Public Accounting
Firm
|
|
This
filing.
|
Exhibit
Number*
|
|
Title
of Document
|
|
Location
|
|
|
|
|
|
|
23.03
|
|
Consent
of Kruse Landa Maycock & Ricks, LLC (contained in the opinion, filed
as Exhibit 5.01)
|
|
To
be filed, if applicable, subsequent to the effectiveness of this
registration statement by an amendment to the registration statement or
incorporated by reference pursuant to a current report on Form 8-K in
connection with the offering of securities.
|
|
|
|
|
|
Item
24.
|
|
Power
of Attorney
|
|
|
24.01
|
|
Power
of Attorney (included on the signature page)
|
|
This
filing.
|
|
|
|
|
|
Item
25.
|
|
Statement
of Eligibility of Trustee
|
|
|
25.01
|
|
Form
T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Trustee under the Indenture
|
|
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.
|
*
|
The
number preceding the decimal indicates the applicable SEC reference number
in Item 601, and the number following the decimal indicating the sequence
of the particular document.
|
Item 17. Undertakings.
(a)
|
The
undersigned Registrant hereby
undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
|
to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
|
to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
|
|
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser:
|
|
(i)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration
statement; and
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to
Rule 424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering
thereof.
|
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
|
(d)
|
The
undersigned registrant hereby undertakes
that:
|
|
(1)
|
For
purposes of determining any liability under the Securities Act, the
information omitted from the form prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
|
|
(2)
|
For
purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities as that time shall be
deemed to be the initial bona fide offering
thereof.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Salt Lake City, state of Utah, on September 5,
2008.
|
UTAH
MEDICAL PRODUCTS, INC.
|
|
|
|
|
|
|
Date: September
5, 2008
|
By:
|
/s/
Kevin L. Cornwell
|
|
|
Kevin
L. Cornwell
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
Date: September
5, 2008
|
By:
|
/s/
Paul O. Richins
|
|
|
Paul
O. Richins
|
|
|
Principal
Financial Officer
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kevin L. Cornwell, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
on Form S-3, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes or substitute, may lawfully 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 below by the following persons in the capacities
indicated on September 5, 2008:
Signature
|
|
Title
|
|
|
|
|
|
|
|
|
|
/s/
James H. Beeson
|
|
Director
|
James
H. Beeson
|
|
|
|
|
|
|
|
|
/s/
Kevin L. Cornwell
|
|
Director
|
Kevin
L. Cornwell
|
|
|
|
|
|
|
|
|
/s/
Ernst G. Hoyer
|
|
Director
|
Ernst
G. Hoyer
|
|
|
|
|
|
|
|
|
/s/
Barbara A. Payne
|
|
Director
|
Barbara
A. Payne
|
|
|
|
|
|
|
|
|
/s/
Paul O. Richins
|
|
Director
|
Paul
O. Richins
|
|
|