UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 31, 2012
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah | 0-18592 | 87-0447695 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation or organization) | File Number) | Identification No.) | ||
1600 West Merit Parkway | ||
South Jordan, Utah | 84095 | |
(Address of principal executive offices) | (Zip Code) | |
(801) 253-1600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a special meeting of the Board of Directors (the “Board”) of Merit Medical Systems, Inc. (the “Company”) held on January 31, 2012, the Board adopted a First Amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”). The Amendment modifies the time period in which the Company must either close its stock transfer books or set a record date in advance of determining shareholders entitled to notice of or to vote at any meeting of the Company’s shareholders. Previously, the Bylaws provided that the Company must take either such action not to exceed fifty days prior to a shareholder meeting. The Amendment modifies the Bylaws to change the fifty-day notice period to sixty days.
The above summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 3.1 to this report and incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
On February 1, 2012, the Company issued a press release announcing the Company's acquisition of substantially all of the assets of Ostial Solutions, LLC, a medical device development company focusing on the treatment of coronary and renal aorto-ostial disease. The text of the press release is attached as Exhibit 99.1 to this report and incorporated by reference into this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 | First Amendment to Amended and Restated Bylaws of Merit Medical Systems, Inc. |
99.1 | Press release of Merit Medical Systems, Inc., dated February 1, 2012, entitled "Merit Medical Announces the Purchase of the Assets of Ostial Solutions, LLC." |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC. | ||||||
Date: February 6, 2012 | By: | /s/ Rashelle Perry | ||||
Rashelle Perry Chief Legal Officer | ||||||
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EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
3.1 | First Amendment to Amended and Restated Bylaws of Merit Medical Systems, Inc. | |
99.1 | Press Release, dated February 1, 2012, entitled "Merit Medical Announces the Purchase of the Assets of Ostial Solutions, LLC" | |
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Exhibit 3.1
FIRST AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF
MERIT MEDICAL SYSTEMS, INC.
Merit Medical Systems, Inc., a Utah corporation (the “Company”) hereby adopts the following First Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of the 31st day of January, 2012:
1. Closing of Transfer Books and Fixing of Record Date. Section 5 of Article II of the Bylaws is hereby amended and restated in its entirety to read as follows:
2 Closing of Transfer Books and Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, not less than ten (10) days, but not to exceed, in any case, sixty (60) days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date of which the particular action, requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
2. Effect of Amendment. Except as amended by the terms of this Amendment, the Bylaws shall continue in full force and effect.
The undersigned Secretary of the Company hereby certifies that the foregoing amendment to the Bylaws was adopted by the Board of Directors of the Company, effective as of the date first written above.
By: /s/ Kent W. Stanger
Name: Kent W. Stanger
Title: Secretary
Exhibit 99.1
1600 West Merit Parkway • South Jordan, UT 84095
Telephone: 801-253-1600 • Fax: 801-253-1688
PRESSRELEASE |
FOR IMMEDIATE RELEASE
Date: | February 1, 2012 |
Contact: | Anne-Marie Wright, Vice President, Corporate Communications |
Phone: | (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
Merit Medical Announces the Purchase of the Assets of Ostial Solutions, LLC
SOUTH JORDAN, Utah, Feb. 1, 2012 (GLOBE NEWSWIRE) -- Merit Medical Systems, Inc. (Nasdaq:MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology, radiology and endoscopy, today announced that it has acquired the assets of Ostial Solutions, LLC, a privately-held company based in Kalamazoo, Michigan, under terms which require approximately 33% of the anticipated purchase price to be paid at closing, approximately 22% of the anticipated purchase price to be paid within six months of closing and the balance to be paid only upon achievement of negotiated earn-out objectives.
The primary asset of Ostial Solutions is the patented Ostial Pro Stent Positioning System®, which facilitates precise stent implantation in coronary and renal aorto-ostial lesions, eliminating guesswork when deploying a stent at the "true" ostium of the vessel.
Ostial Solutions has represented that the Ostial Pro Stent Positioning System® is compatible with 6-, 7- and 8-French guiding catheters and any manufacturer's stent platforms. The anticipated benefits of this system would be to minimize the risk of the stent being deployed too proximal or too distal to the ostium, reducing the need for a second stent, as well as decreasing overall procedure time.
The device has received 510(k) clearance from the U.S. Food and Drug Administration, and Merit has commenced shipments of the product from Merit's facilities. The product has a hospital price of approximately $800, with margins above Merit's corporate average.
"We believe this is the right product at the right time to complement many of Merit's existing products, as well as anticipated future products, such as the Concierge® guiding catheter, which Merit plans to introduce later this year," said Fred P. Lampropoulos, Merit's Chairman and Chief Executive Officer. "We believe this tool will help both patients and physicians, by improving the accuracy of stent placement, thereby reducing the potential cost and risk of additional stents, contrast media and x-ray exposure."
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 130 individuals. Merit employs approximately 2,400 people worldwide with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas; Richmond, Virginia; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Copenhagen, Denmark; and Rockland, Massachusetts.
ABOUT OSTIAL SOLUTIONS, LLC
Ostial Solutions, LLC is a Kalamazoo, Michigan-based medical-device development company focusing on the treatment of coronary and renal aorto-ostial disease. Founded in 2003, the company is currently developing the fourth iteration of the Ostial Pro Stent Positioning System. Ostial Solutions' management team has a combined half
century of experience in the field of interventional cardiology, a proven track record with highly successful medical start-ups, and a keen understanding of emerging technologies.
Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit's forecasted revenues, net income or other financial results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties such as those described in Merit's Annual Report on Form 10-K for the year ended December 31, 2010. Such risks and uncertainties include risks relating to Merit's potential inability to successfully manage growth through acquisitions, including the inability to commercialize technology acquired through recent, proposed or future acquisitions; product recalls and product liability claims; potential restrictions on Merit's liquidity or its ability to operate its business by its current debt agreements; possible infringement of Merit's technology or the assertion that Merit's technology infringes the rights of other parties; the potential of fines, penalties, or other adverse consequences if Merit's employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws and regulations; expenditures relating to research, development, testing and regulatory approval or clearance of Merit's products and risks that such products may not be developed successfully or approved for commercial use; greater governmental scrutiny and regulation of the medical device industry; reforms to the 510(k) process administered by the U.S. Food and Drug Administration; laws targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in, or failure to comply with, governing regulations; increases in the price of commodity components; negative changes in economic and industry conditions in the United States and other countries; termination or interruption of relationships with Merit's suppliers, or failure of such suppliers to perform; fluctuations in Euro and GBP exchange rates; Merit's need to generate sufficient cash flow to fund its debt obligations, capital expenditures, and ongoing operations; concentration of Merit's revenues among a few products and procedures; development of new products and technology that could render Merit's existing products obsolete; market acceptance of new products; volatility in the market price of Merit's common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in health care markets related to health care reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; uncertainties associated with potential healthcare policy changes which may have a material adverse effect on Merit; introduction of products in a timely fashion; price and product competition; availability of labor and materials; cost increases; fluctuations in and obsolescence of inventory; and other factors referred to in Merit's Annual Report on Form 10-K for the year ended December 31, 2010 and other materials filed with the Securities and Exchange Commission. All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results, and Merit assumes no obligation to update or disclose revisions to those estimates.
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