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<SEC-DOCUMENT>0001096906-01-000105.txt : 20010329
<SEC-HEADER>0001096906-01-000105.hdr.sgml : 20010329
ACCESSION NUMBER:		0001096906-01-000105
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010511
FILED AS OF DATE:		20010328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UTAH MEDICAL PRODUCTS INC
		CENTRAL INDEX KEY:			0000706698
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				870342734
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-12575
		FILM NUMBER:		1581060

	BUSINESS ADDRESS:	
		STREET 1:		7043 S 300 WEST
		CITY:			MIDVALE
		STATE:			UT
		ZIP:			84047
		BUSINESS PHONE:		8015661200
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                            SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO.  )



Filed by the Registrant   [ X ]
Filed by a Party other than the Registrant  [   ]

Check the appropriate box:
[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted by rule 14a-
     6(e)(2))
[X ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12


                          UTAH MEDICAL PRODUCTS, INC.
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filling Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
    Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
   1)  Title of each class of securities to which transaction applies:

   2)  Aggregate number of securities to which transaction applies:

   3)  Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
       filing fee is calculated and state how it was determined).

   4)  Proposed maximum aggregate value of transaction:

   5)  Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously.  Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

   1)    Amount Previously Paid:
   2)    Form, Schedule, or Registration Statement No.:
   3)    Filing Party:
   4)    Date Filed:


<PAGE>



March 19, 2001

Dear UTMD Shareholder:

You are cordially  invited to attend the 2001 Annual Meeting of  Shareholders of
Utah Medical Products,  Inc. (UTMD).  The meeting will be held promptly at 12:00
noon (local time) on Friday, May 11, 2001 at the corporate offices of UTMD, 7043
South 300 West, Midvale, Utah USA. Please use the North Entrance.

Please  note  that   attendance  at  the  Annual  Meeting  will  be  limited  to
shareholders as of the record date (or their authorized representatives), and to
guests of the Company.  Proof of ownership  can be a copy of the enclosed  proxy
card. You may wish to refer to page two of this Proxy  Statement for information
about voting your proxy, including voting at the Annual Meeting.

At the Annual Meeting,  UTMD  shareholders  will elect one director and consider
other  business.  If you think you will be unable to attend the meeting,  please
complete  your proxy and return it as soon as  possible.  If you decide later to
attend the meeting in person, you may revoke the proxy.

If you  would  like  to  receive  UTMD's  press  releases  and  other  financial
information such as SEC Forms 10-K and 10-Q, you can choose from several methods
of obtaining the  information:  To be added to the Company  mailing  list,  call
(801-569-4200),  write or e-mail (info@utahmed.com) your mailing address to Paul
Richins.  To get news releases by facsimile,  call  800-758-5804,  access number
891175 and follow the instructions.  To use the Internet, you can view and print
the information directly from UTMD's website; http://www.utahmed.com.

Thank you for your ownership in UTMD!

Sincerely,


/s/ Kevin L. Cornwell

Kevin L. Cornwell
Chairman & CEO


<PAGE>


                           UTAH MEDICAL PRODUCTS, INC.
                               7043 South 300 West
                               Midvale, Utah 84047
                                 (801) 566-1200

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 11, 2001


TO THE SHAREHOLDERS OF UTAH MEDICAL PRODUCTS, INC.

         The Annual  Meeting of  Shareholders  (the  "Annual  Meeting")  of UTAH
MEDICAL PRODUCTS,  INC. (the "Company" or "UTMD"), will be held at the corporate
offices of the Company, 7043 South 300 West, Midvale,  Utah, on May 11, 2001, at
12:00 noon, local time, for the following purposes:

          (1)  To elect one  director  to serve for a term  expiring at the 2004
               Annual  Meeting and until a successor  is elected and  qualified;
               and

          (2)  To transact  such other  business as may properly come before the
               Annual Meeting.


         UTMD's  Board  of  Directors  recommends  a vote  "FOR"  the  nominated
director, whose background is described in the accompanying Proxy Statement, and
for the other proposal.

         Only  shareholders  of record at the close of business on March 9, 2001
(the  "Record  Date"),  are  entitled  to  notice  of and to vote at the  Annual
Meeting.

         This Proxy  Statement  and form of proxy are being first  furnished  to
shareholders of the Company on approximately April 1, 2001.

         THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE ANNUAL MEETING
IS IMPORTANT, AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND.

                                            BY ORDER OF THE BOARD OF DIRECTORS

                                            /s/ Kevin L. Cornwell

                                            Kevin L. Cornwell,  Secretary

Salt Lake City, Utah
Dated: March 19, 2001


================================================================================

     PLEASE FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY, WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

     If your shares are held in the name of a brokerage firm,  nominee, or other
institution,  only it can vote your shares.  Please contact  promptly the person
responsible for your account and give instructions for your shares to be voted.

                                      -1-
<PAGE>


                           UTAH MEDICAL PRODUCTS, INC.

                                 PROXY STATEMENT

     This Proxy Statement is furnished to shareholders of UTAH MEDICAL PRODUCTS,
INC.  (the  "Company"  or  "UTMD")  in  connection  with the  Annual  Meeting of
Shareholders  (the "Annual  Meeting") to be held at the corporate offices of the
Company,  7043 South 300 West,  Midvale,  Utah,  on May 11, 2001, at 12:00 noon,
local time, and any postponement or adjournment(s)  thereof. The enclosed proxy,
when  properly  executed and returned in a timely  manner,  will be voted at the
Annual  Meeting in accordance  with the  directions  set forth  thereon.  If the
enclosed proxy is signed and returned timely without specific  instructions,  it
will be voted at the Annual Meeting:

          (1)  FOR the election of Barbara A. Payne as director; and

          (2)  IN accordance  with the best judgment of the persons acting under
               the proxies on other matters presented for a vote.

     The Board of Directors has approved the foregoing  proposals and recommends
that the shareholders  vote for each of the proposals.  Proxies solicited by the
Company will be voted FOR each of the  proposals  unless a vote  against,  or an
abstention  from, one or more of the proposals is specifically  indicated on the
proxy.

     A proxy for the  Annual  Meeting is  enclosed.  It is  important  that each
shareholder  complete,  sign,  date,  and return the  enclosed  proxy  promptly,
whether or not she/he plans to attend the Annual  Meeting.  Any  shareholder who
executes  and  delivers  a proxy has the right to revoke it at any time prior to
its  exercise by  providing  the  Secretary  of the Company  with an  instrument
revoking  the proxy or by  providing  the  Secretary  of the Company with a duly
executed  proxy  bearing a later date.  In addition,  a  shareholder  may revoke
her/his proxy by attending the Annual Meeting and electing to vote in person.

     Proxies are being  solicited  by the  Company,  and all costs and  expenses
incurred  in  connection  with  the  solicitation  will be paid by the  Company.
Proxies are being solicited by mail, but, in certain circumstances, officers and
directors of the Company may make further  solicitation in person, by telephone,
facsimile transmission, telegraph, or overnight courier.

     Only holders of the 5,013,366  shares of Common Stock,  par value $0.01 per
share,  of the Company (the "Common  Stock")  issued and  outstanding  as of the
close of business on March 9, 2001 (the "Record Date"), will be entitled to vote
at the Annual  Meeting.  Each  share of Common  Stock is  entitled  to one vote.
Holders  of at  least  a  majority  of the  5,013,366  shares  of  Common  Stock
outstanding  on the Record  Date must be  represented  at the Annual  Meeting to
constitute a quorum for conducting business.

     All properly executed and returned proxies as well as shares represented in
person at the meeting will be counted for purposes of determining if a quorum is
present,  whether or not the proxies are  instructed  to abstain  from voting or
consist of broker  non-votes.  Under the Utah Revised  Business  Corporation Act
matters,   other  than  the   election  of  directors   and  certain   specified
extraordinary  matters,  are approved if the number of votes cast FOR exceed the
number of votes cast  AGAINST,  and  abstentions  and broker  non-votes  are not
counted  for  purposes  of  determining  whether  a matter  has  been  approved.
Directors are elected by a plurality of the votes cast;  abstentions  and broker
non-votes are not counted.

     Officers  and  directors   holding  an  aggregate  of  117,377  shares,  or
approximately  2.3% of the issued and  outstanding  stock,  have indicated their
intent to vote in favor of all proposals.

                                      -2-
<PAGE>





- --------------------------------------------------------------------------------
                      PROPOSAL NO. 1. ELECTION OF DIRECTOR
- --------------------------------------------------------------------------------

General
     The Company's Articles of Incorporation provide that the Board of Directors
is divided into three classes as nearly equal in size as possible, with the term
of each  director  being  three  years and until such  director's  successor  is
elected and qualified. One class of the Board of Directors shall be elected each
year at the annual  meeting of the  shareholders  of the  Company.  The Board of
Directors  has  nominated  Barbara A. Payne for election as director for a three
year term expiring at the 2004 Annual Meeting.

     It is intended  that votes will be cast,  pursuant to authority  granted by
the enclosed proxy, for the election of the nominee named above as a director of
the  Company,  except as  otherwise  specified  in the  proxy.  In the event the
nominee  shall be unable to serve,  votes will be cast,  pursuant  to  authority
granted by the enclosed proxy, for such other person as may be designated by the
Board of  Directors.  The  officers  of the  Company are elected to serve at the
pleasure of the Board of Directors.  The information concerning the nominees and
other  directors and their  security  holdings has been furnished by them to the
Company. (See "PRINCIPAL SHAREHOLDERS" below.)

Directors and Nominees
     The Board of Directors'  nominee for election as director of the Company at
the 2001 Annual  Meeting is Barbara A. Payne.  The other members of the Board of
Directors  were  elected at the  Company's  1999 and 2000  meetings for terms of
three  years,  and  therefore  are not  standing for election at the 2001 Annual
Meeting.  The terms of Mr.  Cornwell and Mr.  Richins  expire at the 2003 Annual
Meeting,  and the terms of Dr.  Bennett and Mr.  Hoyer expire at the 2002 Annual
Meeting.  Background  information  appears  below with respect to the  incumbent
directors  whose terms have not expired,  as well as the  director  standing for
election to the board.
<TABLE>
<CAPTION>

                                      Year
                                      First                     Business Experience During Past Five Years
Name                       Age       Elected                                and Other Information
- ------------------         ---       -------            ------------------------------------------------------------
<S>                       <C>        <C>
Kevin L. Cornwell           54        1993              Chairman  of  UTMD  since  1996.  President  and  CEO  since
                                                        December 1992;  Secretary  since 1993. Has served in various
                                                        senior   operating    management    positions   in   several
                                                        technology-based   companies  over  a  27  year  time  span,
                                                        including  as a  director  on seven  other  company  boards.
                                                        Received B.S. degree in chemical  engineering  from Stanford
                                                        University, M.S. degree in engineering-economic systems from
                                                        Stanford  Graduate  School of  Engineering,  and MBA  degree
                                                        specializing  in finance from  Stanford  Graduate  School of
                                                        Business.

Stephen W. Bennett          68        1994              Retired.  Served five years as fund  manager,  director  and
                                                        senior   analyst   for  health  care   investments   for  an
                                                        institutional  investment  firm.  Received  B.A.  degree  in
                                                        biology from Stanford University,  M.D. degree from Stanford
                                                        School of  Medicine,  M.P.H.  and T.M.  degree  and  Dr.P.H.
                                                        degree from Tulane School of Medicine.

Ernst G. Hoyer              63        1996              General Manager of Peterson Precision  Engineering  Company,
                                                        Redwood  City,  CA.  Previously  served in  engineering  and
                                                        general  management  positions  for  four   technology-based
                                                        companies over a 31 year time span.  Received B.S. degree in
                                                        process  engineering  from  the  University  of  California,
                                                        Berkeley and MBA degree from the University of Santa Clara.

Barbara A. Payne            54        1997              Consultant. Served over eighteen years as corporate research
                                                        scientist for a Fortune 50 firm, environmental scientist for
                                                        a national  laboratory.  Received B.A.  degree in psychology
                                                        from   Stanford   University,   M.A.   degree  from  Cornell
                                                        University,  and M.A. and Ph.D.  degrees in  sociology  from
                                                        Stanford University.

Paul O. Richins             40        1998              Chief  Administrative  Officer of UTMD since 1997. Treasurer
                                                        and Assistant  Secretary of since 1994. Joined UTMD in 1990.
                                                        Received B.S. degree in finance from Weber State University,
                                                        and MBA degree from Pepperdine University.
</TABLE>

                                      -3-

<PAGE>

Security Ownership of Management and Certain Persons

     The following table furnishes  information  concerning the ownership of the
Company's  Common Stock as of March 9, 2001, by the directors,  the nominees for
director,  the executive officer named in the compensation tables on page 6, all
directors  and  officers  as a group,  and  those  known by the  Company  to own
beneficially  more  than 5% of the  Company's  outstanding  Common  Stock  as of
December 31, 2000.


                                     Nature of       Number of
       Name                          Ownership      Shares Owned      Percent
- --------------------------------------------------------------------------------
Principal Shareholder


FMR Corp.                               Direct         758,800          15.1%
82 Devonshire Street
Boston, Massachusetts 02109


Dimensional Fund Advisors               Direct         255,500           5.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401


Directors and Executive Officers

Kevin L. Cornwell(1)(3)(4)              Direct          84,000           1.7%
                                        Options        473,750           8.6%
                                                       -------
                                        Total          557,750          10.2%

Ernst G. Hoyer(1)(2)(3)(4)(5)           Direct          20,000           0.4%
                                        Options         42,500           0.8%
                                                        ------
                                        Total           62,500           1.2%

Stephen W. Bennett(1)(2)(3)(4)(5)       Direct           4,500           0.1%
                                        Options         52,500           1.0%
                                                        ------
                                        Total           57,000           1.1%

Paul O. Richins(4)                      Direct           4,977           0.1%
                                        Options         31,250           0.6%
                                                        ------
                                        Total           36,227           0.7%

Barbara A. Payne(2)(3)(4)(5)            Direct           3,900           0.1%
                                        Options         23,750           0.5%
                                                        ------
                                        Total           27,650           0.6%


All officers and directors              Direct         117,377           2.3%
as a group (7 persons)                  Options        638,575          11.3%
                                                       -------
                                        Total          755,952          13.4%

- -------------------------------------------------------------------------------
(1)   Executive Committee member.
(2)   Audit Committee member.
(3)   Nominating Committee member.
(4)   Compliance Committee member.
(5)   Compensation and Option Committee member.



         In the previous table, shares owned directly by directors and executive
         officers  are  owned  beneficially  and  of  record,  and  such  record
         shareholder  has  sole  voting,   investment,  and  dispositive  power.
         Calculations of percentage of shares  outstanding  assumes the exercise
         of options to which the percentage relates.  Percentages calculated for
         totals assume the exercise of options comprising such totals.


                                      -4-
<PAGE>

Compliance with Exchange Act Requirements

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  directors and executive  officers,  and persons who own more than
10% of a registered  class of the Company's  equity  securities to file with the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in ownership of equity securities of the Company.  Officers,  directors,
and greater  than 10%  shareholders  are  required  to furnish the Company  with
copies of all section 16(a) forms they file.

     To the  Company's  knowledge,  based solely on review of the copies of such
reports furnished to the Company,  all section 16(a) requirements  applicable to
persons who were officers,  directors and greater than 10%  shareholders  during
the preceding fiscal year were complied with.

Board and Committee Meetings

     The  directors  held four  meetings  during 2000 and one meeting to date in
2001.  All of the  directors  attended  all  meetings  during  their  respective
incumbencies.

     The Company has Executive, Audit, Compliance,  Nominating, and Compensation
and Option  Committees.  The current  members of the  Company's  committees  are
identified in the preceding table.

     The Executive  Committee held two formal meetings during 2000. In addition,
the  Committee  met  informally  about  once per  month.  At each of its  formal
meetings, the Committee passed resolutions on behalf of the Board of Directors.

     The Audit Committee met once during 2000 and once to date in 2001 to review
the results of the 1999 and 2000 audits by UTMD's independent auditor,  Tanner +
Co. The Audit  Committee  approves  management's  recommendation  of independent
accountants, approves the scope of audit and related fees, and reviews financial
reports, audit results,  internal accounting procedures,  and programs to comply
with applicable requirements relating to financial accountability.

     The Compliance  Committee met in conjunction with each board meeting during
2000. In each meeting, after receiving the Company's routine compliance reports,
the Board  reviewed  compliance by UTMD and its personnel,  including  executive
officers and directors,  with applicable regulatory  requirements as well as the
Company's  own  compliance  policy,  and compared its  established  policies and
procedures for compliance with current  applicable laws and  regulations,  under
the guidance of Corporate Counsel.

     The  Nominating  Committee  met  informally  during  2000.  The  Nominating
Committee takes the lead in nominating new directors.  The Nominating  Committee
will consider  nominees  recommended  by  shareholders.  In accordance  with the
Company's  bylaws,  shareholder's  nominations for election as directors must be
submitted  in writing to the Company at its  principal  offices not less than 30
days prior to the Annual Meeting at which the election is to be held (or if less
than 60 days'  notice  of the  date of the  Annual  Meeting  is given or made to
shareholders,  not  later  than the tenth  day  following  the date on which the
notice of the Annual  Meeting  was  mailed).  The notice to the  Company  from a
shareholder  who intends to nominate a person at the Annual Meeting for election
as a director must contain  certain  information  about the  shareholder and the
person(s) nominated by him, including,  among other things, the name and address
of the shareholder, a representation that the shareholder is entitled to vote at
the  Annual  Meeting  and  intends to appear in person or by proxy at the Annual
Meeting,  a  description  of all  arrangements  or  understandings  between  the
shareholder and each nominee,  such other information as would be required to be
included  in a  proxy  statement  soliciting  proxies  for the  election  of the
proposed  nominee,  and the consent of each nominee to serve as a director if so
elected.

     The Compensation and Option Committee, comprised of three outside directors
as indicated in the table above,  consulted by telephone  and met once  formally
near  the  beginning  of  2001  to  review  management  performance,   recommend
compensation,  and develop compensation  strategies and alternatives  throughout
the Company,  including those discussed in the committee's  report  contained in
this Proxy Statement.  The deliberations included an independent analysis of CEO
compensation in the medical device industry, which culminated in recommendations
at the February 2001 Board Meeting.


                                      -5-
<PAGE>


Report of the Audit Committee

     The  Audit  Committee  of the  Board  of  Directors  is  composed  of three
independent  directors.  The  members  of the audit  committee  are  Stephen  W.
Bennett, Ernst G. Hoyer and Barbara A. Payne.

     The Board of Directors adopted a revised audit committee charter on May 31,
2000.  A copy of the  charter  is  being  filed  as an  appendix  to this  proxy
statement. The audit committee oversees the financial reporting process for UTMD
on  behalf  of  the   Board  of   Directors.   In   fulfilling   its   oversight
responsibilities,  the audit committee reviewed the annual financial  statements
included  in the  annual  report  and filed  with the  Securities  and  Exchange
Commission.  The audit  committee  confirmed that the  independent  auditors are
reviewing the financial information included in the Company's 10-Q reports.

     The audit committee met once during 2000 and once to date in 2001 to review
the results of the 1999 and 2000 audits by UTMD's independent auditor,  Tanner +
Co. In accordance with Statement on Auditing  Standards No. 61, discussions were
held with management and the independent  auditors  regarding the  acceptability
and  the  quality  of the  accounting  principles  used  in the  reports.  These
discussions included the clarity of the disclosures made therein, the underlying
estimates   and   assumptions   used  in  the  financial   reporting,   and  the
reasonableness  of the  significant  judgments and management  decisions made in
developing  the  financial  statements.  In addition,  the audit  committee  has
discussed with the independent  auditors their independence from the Company and
its  management,  including the matters in the written  disclosures  required by
Independence Standards Board Standard No. 1.

     The  audit  committee  has also met with the  Company  and its  independent
auditors,  and discussed  issues  related to the overall scope and objectives of
the  audits  conducted,  the  internal  controls  used by the  Company,  and the
selection of the Company's  independent  auditors.  The  committee  elicited and
evaluated recommendations for improving such internal control procedures.

     Pursuant  to  the  reviews  and  discussions  described  above,  the  audit
committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and Exchange
Commission.


  Signed and adopted by the audit
     committee this 2nd day of March, 2001:          Ernst G. Hoyer - Chairman
                                                     Stephen W. Bennett
                                                     Barbara A. Payne

Executive Officer Compensation

     The  following  table sets forth,  for each of the last three fiscal years,
cash compensation  received by the Company's Chief Executive  Officer.  No other
executive  officers  received  salary  and bonus  for  services  which  exceeded
$100,000 for the fiscal year ended December 31, 2000.

<TABLE>
<CAPTION>


                                           Summary Compensation Table




                                                                              Long Term Compensation
                                                                       -----------------------------------
                                          Annual Compensation                   Awards           Payouts
                                  -----------------------------------  ----------------------- -----------

         (a)              (b)             (c)          (d)     (e)        (f)         (g)         (h)         (i)
                                                              Other                Securities
                                                              Annual   Restricted  Underlying              All Other
                                                              Comp-       Stock     Options/     LTIP         Compen-
Name and Principal                     Salary        Bonus  ensation     Award(s)    SARs      Payouts       sation
Position                  Year            ($)          ($)    ($)(1)       ($)       (#)          ($)         ($)
- ----------------------- --------- ------------ ------------ ---------- ----------- ----------- ---------- -------------

<S>                      <C>       <C>          <C>          <C>       <C>         <C>         <C>        <C>
Kevin L. Cornwell         2000        208,884      120,250      4,393          --          --         --            --
   Chairman & Chief       1999        200,850      166,500      4,000          --      90,000         --            --
Executive Officer         1998        195,000      120,240      1,000          --      85,000         --            --
- ----------------------- --------- ------------ ------------ ---------- ----------- ----------- ---------- -------------

     (1) Amounts are Company payments for 401(k) matching contributions,  and in year 2000 reimbursements under Company
         pet insurance plan.

</TABLE>

Option/SAR Grants in Last Fiscal Year

     During the most recent  fiscal year,  there were no option or SAR grants to
any executive named in the Summary Compensation Table.

                                      -6-
<PAGE>

     The  following  table sets forth  information  respecting  the  exercise of
options  during the last completed  fiscal year by each  executive  named in the
Summary  Compensation  Table  above and the  December  31,  2000 fiscal year end
values  of  unexercised  options,  based on the  closing  price  ($7.50)  of the
Company's Common Stock on the Nasdaq Stock Market on December 31, 2000.
<TABLE>
<CAPTION>

                  Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values



         (a)                   (b)                 (c)                    (d)                        (e)
                                                                  Number of Securities       Value of Unexercised
                                                                 Underlying Unexercised          In-the-Money
                                                                    Options/SARs at            Options/SARs at
                                                                       FY-End (#)                 FY-End ($)
                         Shares Acquired
         Name            on Exercise (#)     Value Realized    Exercisable/Unexercisable   Exercisable/Unexercisable
                                                   ($)
- ----------------------- ------------------- ------------------ --------------------------- -------------------------
<S>                     <C>                 <C>                <C>               <C>       <C>             <C>
Kevin L. Cornwell               0                   0              458,750/        81,250    $77,735/       $57,265
- ----------------------- ------------------- ------------------ --------------------------- -------------------------

</TABLE>



Report of the Compensation and Option Committee

     General

     Under the supervision of the Compensation and Option Committee, the Company
has developed and implemented  compensation  policies,  plans, and programs that
seek to enhance the long-term  profitability and growth of the Company, and thus
shareholder value, by aligning closely the financial  interests of the Company's
senior  managers and other key  employees  with those of its  shareholders.  The
Compensation  and Option  Committee of the Board of Directors is responsible for
evaluating and  recommending  specific  executive  compensation for formal board
approval on an annual basis.

     The  Company  applies  a  consistent  philosophy  to  compensation  for all
employees,  including senior management.  The philosophy is based on the premise
that the achievements of the Company result from the coordinated  efforts of all
individual  employees working toward common  objectives.  The Company strives to
achieve those  objectives  through teamwork that is focused on meeting the needs
and expectations of customers and shareholders.

     There are seven basic objectives for the Company's compensation program:

     (1) Pay for Performance.  The basic philosophy is that rewards are provided
         --------------------
for the long  term  value of  individual  contribution  and  performance  to the
Company. Rewards are both recurring (e.g., base salary) and non-recurring (e.g.,
bonuses),   and  both  financial  and  non-financial   (e.g.,   recognition  and
non-financial awards).

     (2) Provide for  Fairness and  Consistency  in the  Administration  of Pay.
         -----------------------------------------------------------------------
Compensation  is based on the value of the job, what each  individual  brings to
the job, and how well each individual performs on the job,  consistently applied
across all functions of the Company.

     (3) Pay Competitively.  The Company believes it needs to attract and retain
         ------------------
the best people in the industry in order to achieve one of the best  performance
records in the  industry.  In doing so, the  Company  needs to be  perceived  as
rewarding well,  where  competitive  compensation  includes the total package of
base pay, bonuses, awards, and other benefits.

     (4) Conduct an Effective  Performance Review Process.  The Company believes
         -------------------------------------------------
it needs to  encourage  individual  employee  growth and  candidly  review  each
individual's  performance  in a timely way. This feedback  process is bilateral,
providing  management  with an evaluation of the Company through the eyes of its
employees.

     (5) Effectively Plan and Administer the Compensation Program.  Expenditures
         ---------------------------------------------------------
for employee  compensation must be managed to what the Company can afford and in
a way that  meets  management  goals  for  overall  performance  and  return  on
shareholder equity.


                                      -7-
<PAGE>

     (6)  Communicate  Effectively.  The  Company  believes  that  an  effective
          ------------------------
communication  process must be employed to assure that its employees  understand
how compensation objectives are being administered and met.

     (7) Meet All Legal Requirements.  The compensation  program must conform to
         ----------------------------
all state and federal employment laws and guidelines.

     The Company uses essentially five vehicles in its compensation program.

     (1) Salary.  UTMD sets base  salaries by  reviewing  the  aggregate of base
         ------
salary and annual bonus for competitive positions in the market.  Executive base
salaries  are  set at the  beginning  of each  calendar  year  by the  Board  of
Directors.  For senior  management,  base salaries are fixed at levels  somewhat
below  the  competitive  amounts  paid  to  senior  management  with  comparable
qualifications,  experience,  and  responsibilities  at  other  similarly  sized
companies  engaged in the same or similar  businesses.  Then, annual bonuses and
longer term incentive compensation are more highly leveraged and tied closely to
the  Company's  success in achieving  significant  financial  and  non-financial
goals.

     (2) Bonuses.  UTMD's Management Bonus Plan, which pays sales,  research and
         -------
development, and management bonuses, is generated out of an annual pretax profit
sharing pool and is calculated after the year-ending independent financial audit
has been completed.  The Board of Directors has approved 4% of pretax,  prebonus
earnings,  plus 10% of pretax,  prebonus  earnings  improvements  over the prior
year's  results,  as an  allocation  for the Plan.  For example,  if the Company
achieves 20% growth in pretax earnings, the sales, research and development, and
management  bonus  pool will  accrue 6% of pretax  earnings,  which will be paid
under  recommendation  of the  Compensation and Option Committee and approved by
the Board.

     UTMD's management personnel,  beginning with the first level of supervision
and professional  management,  and including certain non-management  specialists
and  technical  people,  together  with all direct  sales  representatives,  are
eligible as  participants  in the  Management  Bonus Plan.  In 2000,  sixty-four
participants  were included in the Plan. The  Management  Bonus Plan also funded
extraordinary  performance bonuses paid to fifteen employees during the year who
were non-participants in the Plan, attendance bonuses paid to seventy non-exempt
personnel and the annual holiday gift to employees.

     The Company  makes  occasional  cash awards,  in amounts  determined  on an
individual  basis,  to employees  who make  extraordinary  contributions  to the
performance  of the Company  within a given period.  These  payments are made as
frequently   and   contemporaneously   as   possible  to   recognize   excellent
accomplishments  when they occur.  The awards are funded  from the accrued  Plan
described   above,   and  therefore  do  not  impact  the  Company's   financial
performance. Senior management is not eligible for these awards.

     For 2000,  executive  management  listed in the table on page 6  received a
total bonus of $120,250,  which was equal to about 58% of aggregate  base income
and about 34% of the pool  accrued  per the  formula  above.  Actual  individual
bonuses result from the Compensation and Option  Committee's  assessment and the
Board's approval of each senior executive's  achievement of specific  objectives
and value of both short term and long term contribution to the Company's overall
performance.


     (3) Employee Stock Options.  The Compensation and Option Committee believes
         ----------------------
that its awards of stock  options have  successfully  focused the  Company's key
management personnel on building profitability and shareholder value. When taken
together with the share repurchase program, the net result of the option program
over the last five years has been  awarding  option shares to key employees at a
higher price,  and in smaller amounts,  than shares actually  repurchased in the
open market during the same time period.  The Board of Directors  considers this
policy highly  contributory to growth in future shareholder value. The number of
options  granted in 2000  reflects  the  judgment  of the Board of the number of
options sufficient to constitute a material, recognizable benefit to recipients.
No explicit  formula criteria were utilized,  other than minimizing  dilution to
shareholder interests.

      The Board of Directors ordinarily awards employee options each year at its
regularly  scheduled  board  meeting  following  the audited  close of the prior
year's  financial  performance.  During 2000,  the Board of  Directors  approved
grants to 92  employees  of options to  purchase a total of 96,200  shares at an
average  price of $6.84 per share.  No options in 2000 were granted to executive
management listed on page 6.

                                      -8-
<PAGE>


      Of the 96,200 options granted to employees in 2000,  options  representing
27,400 shares have been canceled after termination of services. Employee options
vest  over a four  year  period,  with a ten year  exercise  period.  Management
expects to  recommend  additional  options be awarded on an annual  basis to the
Company's  key  employees  based on its belief  that  sharing  the wealth of the
Company  with  those  who help  create  it is the best way to  assure  growth in
shareholder  value. In February 2001, the Board of Directors  authorized options
to purchase a total of 100,000 shares at a price of $9.125 per share. No options
were granted to executive management listed on page 6.

      (4) 401(k) Retirement Plan. The Compensation and Option Committee believes
          ----------------------
that a continuance  of the Company plan  instituted  in 1985 is consistent  with
ensuring a stable employment base by helping to provide Company employees with a
vehicle to build long-term financial security.  The Company matched a portion of
employee contributions in 2000 at a cost of about $86,000. Of this total amount,
executive  management  received  $4,200.  For 2001,  the Board of Directors  has
approved continuing the matching formula of 40% of employee contributions, up to
certain limits, for employees who meet eligibility requirements.

     (5) Group Benefit Plan. The Company  provides a group health,  dental,  and
         ------------------
life insurance plan for its employees  consistent with  self-funded  group plans
offered by other  similar  companies.  A portion of the monthly  premium cost is
generally paid by plan  participants.  Prior to 1998,  all employees,  including
executive  officers  and  senior  managers,  paid  premiums  on the same  basis.
Beginning  in 1998,  employees  being  paid wages at a rate of $9.50 or less per
hour were  provided a 25% discount to the standard  premium  rates paid by other
employees.

Executive Officer Compensation

     Utilizing the compensation objectives and vehicles outlined previously, the
Compensation  and Option  Committee,  comprised of all three outside  directors,
established base compensation for the CEO. The Committee used surveys of similar
companies  selected from among the companies with which UTMD's stock is compared
in the Stock Performance Chart on page 11, based on variations in industry type,
geographic   location,   size,  and   profitability   as  the  Committee  deemed
appropriate.  Base salary was fixed at a level  somewhat  below the  competitive
amounts paid to executive officers with comparable  qualifications,  experience,
and  responsibilities  at other similarly sized companies engaged in the same or
similar businesses. The annual bonus and long term incentive compensation in the
form of stock  options  were  more  highly  leveraged  and tied  closely  to the
Company's success in achieving significant financial and non-financial goals.


     The annual bonus for the CEO was awarded on the same basis as all employees
included  in the  Management  Bonus Plan.  At the  beginning  of the year,  Plan
participants were awarded participation units in the bonus plan, proportional to
base salary and  responsibility,  based on the Committee's  determination of the
relative  contribution expected from each person toward attaining Company goals.
Each individual's performance objectives, derived as the applicable contribution
needed from that  executive to achieve the Company's  overall  business plan for
the year,  were  reviewed  by the  Committee.  These  goals  included  financial
(weighted most heavily) and  non-financial  goals.  Financial goals included net
sales,  gross profit margin,  operating  margin,  after-tax  profits,  return on
equity,  and  particularly in the case of the CEO, growth in earnings per share.
Non-financial  goals  included  continuing  the  development  of a talented  and
motivated team of employees,  conceiving and  implementing  programs to maintain
competitive  advantages  and to  achieve  consistent  eps  growth,  reacting  to
competitive  challenges,  developing  business  initiatives  to further  support
critical  mass  in  a   consolidating   marketplace,   promoting  the  Company's
participation  in socially  responsible  programs,  maintaining  compliance with
regulatory requirements, achieving a high regard in the integrity of the Company
and its management,  and minimizing factors that represent  significant business
risks.


     The amount of bonus paid to the CEO was based on the Committee's evaluation
of his success in meeting the respective  shorter term  performance  objectives,
supplemented by the Committee's  evaluation of his performance and  contribution
in meeting the Company's longer term financial and non-financial  objectives. In
2000, profitability objectives set in the operating plan at the beginning of the
year were met or exceeded,  whereas sales  objectives  were not met.  Increasing
operating  profits  1% when sales  declined  8%  compared  to the prior year was
considered  extraordinary  performance by the  Committee.  Although in 2000 UTMD
achieved  profits  consistent with the prior year of 1999,  sales were about the
same as 1998 when profits were 21% lower. On the basis of sales performance, the
Committee  decided to pay the CEO a bonus consistent with the 1998 bonus,  which
was 72% of the CEO's 1999 bonus. Based on the recommendation of the Compensation
and Option  Committee in early 2001,  the Board of  Directors  awarded the CEO a
bonus for 2000 of $120,250  under the  Management  Bonus Plan. In addition,  the
Board set the CEO's 2001 base salary at $225,000.

                                      -9-
<PAGE>

     The Committee  intends that stock options serve as a significant  component
of the CEO's total compensation package in order to retain his efforts on behalf
of the Company and to focus his efforts on enhancing shareholder value. However,
no CEO options have been awarded in 2000 or 2001.

     The foregoing report has been furnished by:          Stephen W. Bennett
                                                          Ernst G. Hoyer
                                                          Barbara A. Payne

Compensation and Option Committee Interlocks and Insider Participation

     The  members  of the  Compensation  and  Option  Committee  are  Stephen W.
Bennett,  Ernst G. Hoyer, and Barbara A. Payne. No member of such committee is a
present or former officer of the Company or any  subsidiary.  There are no other
interlocks.  No member of such  Committee,  his family,  or his  affiliate was a
party to any material  transactions with the Company or any subsidiary since the
beginning of the last completed fiscal year. No executive officer of the Company
serves as an executive officer,  director, or member of a compensation committee
of any other  entity,  an executive  officer or director of which is a member of
the Compensation and Option Committee of UTMD.

Employment Agreements, Termination of Employment, and Change in Control

     The Company is required to pay Mr. Cornwell additional  compensation in the
event his  employment is  terminated as a result of a change in control,  at the
election of the  Company,  or by the mutual  agreement  of Mr.  Cornwell and the
Company.  Under the agreement,  the additional  compensation that the Company is
required to pay Mr. Cornwell is equal his last three year's income  inclusive of
salary and bonus,  and the appreciation of stock value for awarded options above
the option  exercise  price.  In the event of a change in control,  Company will
also pay Mr.  Cornwell  incentive  compensation  equal to about 1% of the excess
value per share paid by an acquiring company that exceeds $14.00 per share.

     The Company is  required  to pay all other  optionees  under  employee  and
outside  director's  option plans,  the  appreciation of stock value for awarded
options above the option  exercise  price in the event of a change of control of
the Company.

     The Company  presently  has no other  employment  agreements in the U.S. In
Ireland,  the  Company is subject to  providing  certain  advance  notice to its
employees  in the event of  termination.  Under the terms of  employment  grants
awarded as  incentives  by the  Industrial  Development  Agency  (Ireland),  the
Company  would  be  obligated  to repay  grants  during a five  year  period  if
employment declined from levels at which grants were claimed by UTMD.

Outside Directors' Compensation

     Outside (non-employed) directors currently receive annual cash compensation
of $16,000 each ($20,000 for executive  committee members) plus reimbursement of
expenses in attending meetings.


     No outside  director options have been awarded in 2000 or 2001. The purpose
of  the  Directors'   Stock  Option  Plan,  as  ratified  and  approved  by  the
shareholders  at an annual meeting,  is to aid the Company in retaining  outside
directors  without  interlocking  interests,  and to provide  directors  with an
incentive  to use their best  efforts to promote the success of UTMD's  business
consistent with all shareholders' interests.

     In nine years under the outside  directors'  option  plan  including  2001,
outside directors have been awarded options for 265,000 shares, of which 109,000
have been canceled  without  exercise.  Outside  director options which have not
been canceled or exercised  represent about 10% of total Company options awarded
and uncanceled  since 1993.  The Company is required to pay optionees  under the
outside  directors'  option  plan,  the  appreciation  of stock value for issued
options above the option  exercise  price in the event of a change of control of
the Company.


                                      -10-
<PAGE>

Stock Performance Chart

     The following chart compares what an investor's five year cumulative  total
return  (assuming  re-investment  of dividends) would have been assuming initial
$100 investments on December 31, 1995 for the Company's Common Stock and the two
indicated  indices.  The  Company's  common stock traded on NASDAQ from December
1983  until  December  26,  1996,  when it began  trading  on the New York Stock
Exchange.  On March 8, 2000 the Company's  stock began trading once again on the
NASDAQ Stock Market.




                               [GRAPHIC OMITTED]

Performance Graph appears here. Detailed below are the plot points:

<TABLE>
<CAPTION>

                                             12/95     12/96    12/97    12/98    12/99    12/00
                                             -----     -----    -----    -----    -----    -----
<S>                                          <C>        <C>      <C>      <C>      <C>      <C>
Utah Medical Products                        100.0      67.5     34.4     33.1     34.1     37.9
Nasdaq Stock Market (US & Foreign)           100.0     122.4    149.4    385.9    385.9    233.0
Nasdaq Stocks (SIC 3800-3899 US Companies)   100.0     104.3    118.2    119.9    200.2    176.1
</TABLE>



     Cumulative shareholder return data respecting the Nasdaq Stock Market (U.S.
and  Foreign) is included as the  comparable  broad  market  index.  Even though
UTMD's  common stock traded on the NYSE for a portion of the  reporting  period,
Nasdaq Stocks  Standard  Industrial  Classification  Codes 3800 through 3899 for
U.S.  Companies  is included in UTMD's peer group  because  such groups  include
companies of  comparable  market  capitalization  and UTMD is now trading on the
Nasdaq Stock Market.


                                      -11-
<PAGE>


- --------------------------------------------------------------------------------
                         INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------


     The Board of Directors  retained Tanner + Co. as the Company's  auditor and
independent  certified public accountants for the years ended December 31, 1998,
1999 and 2000.  The selection of the Company's  auditors for the current  fiscal
year is not being submitted to the shareholders  for their  consideration in the
absence of a requirement to do so. The selection of the independent auditors for
2001 will be made by the Company's  Board of  Directors,  with the advice of the
Audit  Committee,  at such  time as they may deem it  appropriate.  There are no
disagreements  on accounting  policies or practices  between the Company and its
auditors.

     It is anticipated that  representatives  of Tanner + Co. will be present at
the Annual Meeting and will be provided the opportunity to make a statement,  if
they desire to do so, and to be available to respond to appropriate questions.

Audit Fees

     During  2000,  UTMD paid  Tanner + Co.  $57,300 for  professional  services
rendered for the audit of its annual financial statements and for reviews of the
financial statements included in UTMD's quarterly reports on Form 10-Q.

Non-Audit Fees

     During  2000,  The  Company  paid  Tanner  + Co.  $26,675  for tax  filing,
preparation,  and tax advisory  services.  No services were rendered by Tanner +
Co. in 2000 for Financial Information Systems Design and Implementation.

- --------------------------------------------------------------------------------
                              SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------

     No  proposals  have been  submitted  by  shareholders  of the  Company  for
consideration  at the Annual  Meeting.  It is  anticipated  that the next Annual
Meeting of Shareholders  will be held during May 2002.  Shareholders may present
proposals for inclusion in the Proxy  Statement to be mailed in connection  with
the 2002 Annual Meeting of Shareholders of the Company,  provided such proposals
are received by the Company no later than December 8, 2001, and are otherwise in
compliance with applicable laws and regulations and the governing  provisions of
the articles of incorporation and bylaws of the Company.


- --------------------------------------------------------------------------------
                                  MISCELLANEOUS
- --------------------------------------------------------------------------------

Other Business

     Management does not know of any business other than that referred to in the
Notice  which may be  considered  at the Annual  Meeting.  If any other  matters
should  properly  come before the Annual  Meeting,  it is the  intention  of the
persons named in the accompanying form of proxy to vote the proxies held by them
in accordance with their best judgment.

     In order to assure the presence of the necessary  quorum and to vote on the
matters to come before the Annual  Meeting,  please indicate your choices on the
enclosed proxy and date, sign, and return it promptly in the envelope  provided.
The signing of a proxy by no means prevents your attending the meeting.


                                           By  Order of the Board of Directors,
                                           UTAH MEDICAL  PRODUCTS, INC.


                                           /s/ Kevin L. Cornwell
                                           ------------------------------------
Salt Lake City, Utah                           Kevin L. Cornwell
March 19, 2001                                 Chairman and CEO



                                      -12-
<PAGE>





                                      PROXY



Annual Meeting of the Shareholders of         (This Proxy is Solicited on Behalf
Utah Medical Products, Inc.                           of the Board of Directors)

     The undersigned  hereby appoint Kevin L. Cornwell and Paul O. Richins,  and
each of them,  proxies,  with full power of substitution,  to vote the shares of
common  stock  of  Utah  Medical  Products,   Inc.  (the  "Company")  which  the
undersigned  is entitled to vote at the Annual  Meeting of  Shareholders  of the
Company  (the  "Annual  Meeting")  to be held at the  corporate  offices  of the
Company,  7043 South 300 West,  Midvale,  Utah,  on May 11, 2001, at 12:00 noon,
local time, and any postponement or adjournment(s)  thereof,  such proxies being
directed to vote as specified  below.  If no  instructions  are specified,  such
proxies will be voted "FOR" each proposal.

     To vote in accordance  with the Board of Directors'  recommendations,  sign
below; the "FOR" boxes may, but need not be checked.  To vote against any of the
recommendations,  check the appropriate  box(es) marked "WITHHOLD" or "AGAINST,"
below.

     (1)  To elect one  director  of the  Company to serve a three year term and
          until a successor is elected and qualified;

          Barbara A. Payne:                  FOR   [ ]          WITHHOLD  [ ]

     (2)  To transact such other business as may properly come before the Annual
          Meeting.

                     FOR  [ ]           AGAINST  [ ]              ABSTAIN  [ ]

PLEASE SIGN  EXACTLY AS YOUR NAME  APPEARS IN THE RECORDS OF THE  COMPANY.  WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. IF YOUR SHARES ARE HELD AT A
BROKERAGE HOUSE,  PLEASE INDICATE THE NAME OF THE BROKERAGE HOUSE AND THE NUMBER
OF SHARES HELD.


Dated                                No. of Shares
      ----------------------------                 ---------------------------


Signature                            Signature
        --------------------------             -------------------------------
                                                  (if held jointly)

Print Name                           Print Name
         --------------------------            -------------------------------


                               PLEASE ACT PROMPTLY

    PLEASE MARK, SIGN, DATE, AND RETURN PROXY IN THE BUSINESS REPLY ENVELOPE
        PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

                           Utah Medical Products, Inc.
                               7043 South 300 West
                               Midvale, Utah 84047

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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