utahmedical8ka20110317.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A
 
Amendment No. 3

 
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 17, 2011


Commission File No. 0-11178


UTAH MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)


                  UTAH                 
 
      87-0342734     
 (State or other jurisdiction of
   (I.R.S. Employer
incorporation or organization)
  
Identification No.)
     
     
   
7043 South 300 West
  
  Midvale, Utah  84047  
  Address of principal executive offices  
     
     
Registrant's telephone number:
      (801) 566-1200
 

 
 
 

EXPLANATORY NOTE
 
On March 23, 2011, Utah Medical Products, Inc., a Utah corporation (“UTMD” or the “Company”), filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Initial Report”) for the purpose of announcing the acquisition of Femcare Group Limited (“Femcare”) of the United Kingdom. On June 3, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 1”) for the purpose of filing historical financial statements of Femcare and pro forma financial information required by Item 9.01 of regulations for Form 8-K.  On June 24, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 2”) to provide additional information with respect to the financial statements for the year ended March 31, 2010 previously provided in response to Item 9.01 of Amendment No. 1.  The purpose of this Amendment No. 3 to the Initial Report is to provide an audited reconciliation to the additional information provided in Amendment No. 2 and to provide additional information with respect to the financial statements for the interim period ended December 31, 2010 previously provided in response to Item 9.01 of Amendment No. 2.  The information set forth in response to Item 9.01 of this Amendment No. 3 amends and supersedes in its entirety the information set forth in response to Item 9.01 of Amendment No. 2.

Item 9.01 – Financial Statements and Exhibits

(a)               Financial statements of businesses acquired

The following financial statements are included in this Current Report on Form 8-K/A:

i      The audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto and report of independent auditors are included as Exhibit 99.4

ii      Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto is included as Exhibits 99.5 and 99.6.

ii      The unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto are included as Exhibit 99.7

(b)                Pro forma financial information

The following unaudited pro forma combined condensed consolidated financial statements are included in Exhibit 99.8 to this Current Report on Form 8-K/A:
   
 
i.
 Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010
 
ii.
Unaudited pro forma combined condensed consolidated statement of operations for the year ending December 31, 2010

 
iii.
Notes to the unaudited pro forma combined condensed financial statements
 
 
 
 

       (d)    Exhibits
 
 
Exhibit #
SEC
Reference #
Title of Document
1
10
Agreement Relating to the sale and purchase of the whole of the issued share capital of Femcare Group Limited dated 18 March 2011 (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
2
10
Credit Agreement dated as of March 17, 2011 among Utah Medical Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
3
10
Facility Agreement dated 18 March 2011 for Femcare Group Limited as Borrower with JPMorgan Chase Bank, N.A., London Branch as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
4
99
Audited consolidated financial statements of Femcare Group Limited (Femcare) as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
5 99
Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
6
99
Independent Auditors' Report on the accompanying additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
7
99
Unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto
 8 99 Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2010



SIGNATURES


Pursuant to the requirements of the Securities Exchanges Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
UTAH MEDICAL PRODUCTS, INC.
 
REGISTRANT


Date:      08/02/2011
By:
s/ Kevin L. Cornwell
   Kevin L. Cornwell
   CEO