<PAGE>
 
     As filed with the Securities and Exchange Commission on May 21, 1996
                                                        Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
   
                                 ------------

                                   Form S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------

                               ICU MEDICAL, INC.
             (Exact name of Registrant as specified in its charter)
                                        
        Delaware                                            33-0022692
(State or other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)

                              951 Calle Amanecer
                        San Clemente, California 92673
       (Address of Registrant's Principal Executive Offices) (Zip Code)


                               ICU MEDICAL, INC.
                         DIRECTORS' STOCK OPTION PLAN
                             (Full Title of Plan)

                                 ------------

                                JOHN J. CONNORS
               Secretary, Treasurer and Chief Financial Officer
                               ICU Medical, Inc.
                              951 Calle Amanecer
                        San Clemente, California 92673
                    (Name and Address of Agent for Service)
                                (714) 366-2183
         (Telephone Number, Including Area Code, of Agent for Service)

                                 ------------

                                With a Copy to:

                            STEPHEN E. NEWTON, Esq.
                           Kindel & Anderson L.L.P.
                            555 South Flower Street
                         Los Angeles, California 90071
                                (213) 680-2222

                                 ------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                        Proposed               Proposed
                                                         Maximum               Maximum            Amount of
   Title of Securities           Amount to           Offering Price           Aggregate          Registration
     to be Registered          be Registered            Per Share           Offering Price           Fee
- ---------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                     <C>                  <C>
Common Stock                  225,000 shares            $19.875(1)            $4,471,875           $1,543
===============================================================================================================
</TABLE> 
(1)  Estimated solely for purposes of determining the registration fee based
     upon the average of the high and low prices of the Common Stock reported by
     the Nasdaq National Market on May 15, 1996 
================================================================================

                          Exhibit Index at Page II-6
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   --------------------------------------- 

       All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of the filing of this Registration Statement and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities registered under this Registration Statement
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents.

       The following documents filed with the Commission (File No. 0-19974) are
incorporated in this Registration Statement by reference:

       1. Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.

       2. Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.

       There is incorporated in this Registration Statement by reference the
description of Registrant's Common Stock contained in Registrant's Prospectus
(Subject to Completion) in Registrant's Registration Statement on Form S-1
(Registration No. 33-45734) filed with the Commission on February 14, 1992,
which description was incorporated by reference into Registrant's Registration
Statement on Form 8-A dated March 19, 1992 filed with the Commission under the
Exchange Act on March 21, 1992.


Item 4.  Description of Securities.
- ------   ------------------------- 

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.
- ------   -------------------------------------- 

         Not applicable.


Item 6.  Indemnification of Directors and Officers
- ------   -----------------------------------------

       Section 145 of the General Corporation Law of Delaware (the "GCL")
permits, and under certain circumstances requires, Registrant to indemnify its
directors, officers, employees and agents subject to certain conditions and
limitations.  Article VII of Registrant's Bylaws requires it to indemnify
directors and permits it to indemnify officers, employees and agents to the full
extent permitted by the GCL.  Registrant has also entered into Indemnity
Agreements with its officers pursuant to which Registrant has agreed to
indemnify them.  The Indemnity Agreements require indemnification of officers,
under circumstances in which such indemnification would otherwise be
discretionary, unless Registrant sustains the burden of proving that the officer
has not met the applicable standard of conduct.  Registrant is not obligated to
make any payment prohibited by law.  Registrant's Bylaws, together with the
Indemnity Agreements, expand its indemnification obligations to the full extent
permitted by law.  While Delaware law contemplates some expansion of
indemnification beyond what is specifically authorized by the GCL, the courts
have not yet established the boundaries of permissible indemnification.

                                     II-1
<PAGE>
 
Item 7.  Exemption from Registration Claimed.
- ------   ----------------------------------- 

         Not applicable.


Item 8.  Exhibits.
- ------   -------- 

         4      Not applicable.

         5.1    Opinion of Kindel & Anderson L.L.P.

         15     Not applicable.

         23.1   Consent of Kindel & Anderson L.L.P. (included in Exhibit 5.1).

         23.2   Consent of Arthur Andersen LLP

         24.1   Power of Attorney of certain officers and directors (included on
                Page II-5).

         28     Not applicable.

         29     Not applicable.


Item 9.  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:

                (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

                (ii) 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;

                (iii) 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;

       provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not
       apply if the registration statement is on Form S-3 or Form S-8 and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the Registration Statement.

                                     II-2
<PAGE>
 
            (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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.

            (3) 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.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to Section 13(a) or Section
       15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities Exchange Act of 1934) that is incorporated by
       reference in this 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.

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
       against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 20, 1996.

                                            ICU MEDICAL, INC.



                                            By    GEORGE A. LOPEZ
                                               --------------------
                                                  George A. Lopez
                                                  Chairman of the Board and
                                                  Chief Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George A. Lopez and John J. Connors, or either of
them, his or her attorneys-in-fact, with full power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
         Signature                         Title                    Date
         ---------                         -----                    ----
<S>                            <C>                              <C>
      
      GEORGE A. LOPEZ              Chairman of the Board        May 20, 1996
- ----------------------------    and Chief Executive Officer,
      George A. Lopez          (Principal Executive Officer)
 

      JOHN J. CONNORS                   Treasurer,              May 20, 1996
- ----------------------------      Chief Financial Officer
      John J. Connors                  and Director
                               (Principal Financial Officer)
 

      WILLIAM C. MOORE                   Controller             May 20, 1996
- ----------------------------   (Principal Accounting Officer)
      William C. Moore


 MICHAEL T. KOVALCHIK, III                Director              May 20, 1996
- ----------------------------
 Michael T. Kovalchik, III
</TABLE> 
                                     II-4
<PAGE>
 
<TABLE> 

<S>                            <C>                              <C>
    RICHARD H. SHERMAN                    Director              May 20, 1996
- ----------------------------
    Richard H. Sherman


      JACK W. BROWN                       Director              May 20, 1996
- ----------------------------
      Jack W. Brown
</TABLE>

                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX


Exhibits
- --------

 5.1        Opinion of Kindel & Anderson L.L.P.

 23.1       Consent of Kindel & Anderson L.L.P.
            (included in Exhibit 5.1).

 23.2       Consent of Arthur Andersen LLP

 24.1       Power of Attorney of certain officers
            and directors (included on Page II-4).

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 15116}]
{"company-data": {"conformed-name": "ICU MEDICAL INC/DE", "cik": "0000883984", "assigned-sic": "3841", "irs-number": "330022692", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04167", "film-number": "96570505"}, "business-address": {"street1": "951 CALLE AMANECER", "city": "SAN CLEMENTE", "state": "CA", "zip": "92769", "phone": "7143662183"}, "mail-address": {"street1": "951 CALLE AMANELER", "city": "SANCLEMENTE", "state": "CA", "zip": "92769"}}
As filed with the Securities and Exchange Commission on May 21, 1996
                                                        Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
   
                                 ------------

                                   Form S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------

                               ICU MEDICAL, INC.
             (Exact name of Registrant as specified in its charter)
                                        
        Delaware                                            33-0022692
(State or other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)

                              951 Calle Amanecer
                        San Clemente, California 92673
       (Address of Registrant's Principal Executive Offices) (Zip Code)

                               ICU MEDICAL, INC.
                         DIRECTORS' STOCK OPTION PLAN
                             (Full Title of Plan)

                                 ------------

                                JOHN J. CONNORS
               Secretary, Treasurer and Chief Financial Officer
                               ICU Medical, Inc.
                              951 Calle Amanecer
                        San Clemente, California 92673
                    (Name and Address of Agent for Service)
                                (714) 366-2183
         (Telephone Number, Including Area Code, of Agent for Service)

                                 ------------

                                With a Copy to:

                            STEPHEN E. NEWTON, Esq.
                           Kindel & Anderson L.L.P.
                            555 South Flower Street
                         Los Angeles, California 90071
                                (213) 680-2222

                                 ------------

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                        Proposed               Proposed
                                                         Maximum               Maximum            Amount of
   Title of Securities           Amount to           Offering Price           Aggregate          Registration
     to be Registered          be Registered            Per Share           Offering Price           Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock                  225,000 shares            $19.875(1)            $4,471,875           $1,543
===============================================================================================================
(1)  Estimated solely for purposes of determining the registration fee based
     upon the average of the high and low prices of the Common Stock reported by
     the Nasdaq National Market on May 15, 1996 
================================================================================

                          Exhibit Index at Page II-6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   --------------------------------------- 

       All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of the filing of this Registration Statement and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities registered under this Registration Statement
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents.

       The following documents filed with the Commission (File No. 0-19974) are
incorporated in this Registration Statement by reference:

       1. Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.

       2. Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.

       There is incorporated in this Registration Statement by reference the
description of Registrant's Common Stock contained in Registrant's Prospectus
(Subject to Completion) in Registrant's Registration Statement on Form S-1
(Registration No. 33-45734) filed with the Commission on February 14, 1992,
which description was incorporated by reference into Registrant's Registration
Statement on Form 8-A dated March 19, 1992 filed with the Commission under the
Exchange Act on March 21, 1992.

Item 4.  Description of Securities.
- ------   ------------------------- 

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- ------   -------------------------------------- 

         Not applicable.

Item 6.  Indemnification of Directors and Officers
- ------   -----------------------------------------

       Section 145 of the General Corporation Law of Delaware (the "GCL")
permits, and under certain circumstances requires, Registrant to indemnify its
directors, officers, employees and agents subject to certain conditions and
limitations.  Article VII of Registrant's Bylaws requires it to indemnify
directors and permits it to indemnify officers, employees and agents to the full
extent permitted by the GCL.  Registrant has also entered into Indemnity
Agreements with its officers pursuant to which Registrant has agreed to
indemnify them.  The Indemnity Agreements require indemnification of officers,
under circumstances in which such indemnification would otherwise be
discretionary, unless Registrant sustains the burden of proving that the officer
has not met the applicable standard of conduct.  Registrant is not obligated to
make any payment prohibited by law.  Registrant's Bylaws, together with the
Indemnity Agreements, expand its indemnification obligations to the full extent
permitted by law.  While Delaware law contemplates some expansion of
indemnification beyond what is specifically authorized by the GCL, the courts
have not yet established the boundaries of permissible indemnification.

                                     II-1
Item 7.  Exemption from Registration Claimed.
- ------   ----------------------------------- 

         Not applicable.

Item 8.  Exhibits.
- ------   -------- 

         4      Not applicable.

         5.1    Opinion of Kindel & Anderson L.L.P.

         15     Not applicable.

         23.1   Consent of Kindel & Anderson L.L.P. (included in Exhibit 5.1).

         23.2   Consent of Arthur Andersen LLP

         24.1   Power of Attorney of certain officers and directors (included on
                Page II-5).

         28     Not applicable.

         29     Not applicable.

Item 9.  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:

                (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

                (ii) 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;

                (iii) 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;

       provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not
       apply if the registration statement is on Form S-3 or Form S-8 and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the Registration Statement.

                                     II-2
(2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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.

            (3) 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.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to Section 13(a) or Section
       15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities Exchange Act of 1934) that is incorporated by
       reference in this 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.

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
       against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 20, 1996.

                                            ICU MEDICAL, INC.

                                            By    GEORGE A. LOPEZ
                                               --------------------
                                                  George A. Lopez
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George A. Lopez and John J. Connors, or either of
them, his or her attorneys-in-fact, with full power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
Signature                         Title                    Date
         ---------                         -----                    ----
GEORGE A. LOPEZ              Chairman of the Board        May 20, 1996
- ----------------------------    and Chief Executive Officer,
      George A. Lopez          (Principal Executive Officer)
 

      JOHN J. CONNORS                   Treasurer,              May 20, 1996
- ----------------------------      Chief Financial Officer
      John J. Connors                  and Director
                               (Principal Financial Officer)
 

      WILLIAM C. MOORE                   Controller             May 20, 1996
- ----------------------------   (Principal Accounting Officer)
      William C. Moore

 MICHAEL T. KOVALCHIK, III                Director              May 20, 1996
- ----------------------------
 Michael T. Kovalchik, III
II-4
RICHARD H. SHERMAN                    Director              May 20, 1996
- ----------------------------
    Richard H. Sherman

      JACK W. BROWN                       Director              May 20, 1996
- ----------------------------
      Jack W. Brown
II-5
EXHIBIT INDEX

Exhibits
- --------

 5.1        Opinion of Kindel & Anderson L.L.P.

 23.1       Consent of Kindel & Anderson L.L.P.
            (included in Exhibit 5.1).

 23.2       Consent of Arthur Andersen LLP

 24.1       Power of Attorney of certain officers
            and directors (included on Page II-4).

                                     II-6