View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
MERIT MEDICAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
58988910
- --------------------------------------------------------------------------------
(CUSIP Number)
John E. Runnells
The Vertical Group, L.P.
18 Bank Street
Summit, N.J. 07901
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 9, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the act (however, see the
Notes).
CUSIP No. 58988910 Page 2 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vertical Fund Associates L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/___/
(b)/___/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /___/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 203,800
BENEFICIALLY | |-----------------------------------------------------------
OWNED BY | 8 |SHARED VOTING POWER
EACH | |-----------------------------------------------------------
REPORTING | 9 |SOLE DISPOSITIVE POWER
PERSON | | 203,800
WITH | |-----------------------------------------------------------
| 10 |SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,800
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /___/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
CUSIP No. 58988910 Page 3 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vertical Life Sciences, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/___/
(b)/___/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /___/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POQWER
SHARES | | 193,300
BENEFICIALLY | |-----------------------------------------------------------
OWNED BY | 8 |SHARED VOTING POWER
EACH | |-----------------------------------------------------------
REPORTING | 9 |SOLE DISPOSITIVE POWER
PERSON | | 193,300
WITH | |-----------------------------------------------------------
| 10 |SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /___/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This Statement on Schedule 13-D ("Statement") is filed with
respect to the Common Stock, no par value, of Merit Medical Systems, Inc. (the
"Issuer"), whose principal executive offices are located at 1600 West Merit
Parkway, South Jordan, Utah 84095. Such class of securities is hereinafter
referred to as "MMSI Common Stock."
Item 2. Identity and Background.
This Statement is filed jointly by The Vertical Fund
Associates, L.P. ("Associates") and Vertical Life Sciences, L.P. ("Life
Sciences") (collectively, the "Reporting Persons"). Each of the Reporting
Persons is a Delaware limited partnership whose business address is 18 Bank
Street, Summit, New Jersey 07901. The sole general partner of each of the
Reporting Persons is The Vertical Group, L.P. ("Group"), a Delaware limited
partnership whose business address is 18 Bank Street, Summit, New Jersey 07901.
The general partners of Group are Stephen D. Baksa, Richard B. Emmitt, Jack W.
Lasersohn and John E. Runnells (collectively, the "Individuals"), each of whom
is a United States citizen and has a business address of 18 Bank Street, Summit,
New Jersey 07901. Each of the Reporting Persons, Group and the Individuals is
engaged principally in the business of securities investment. During the past
five years, neither of the Reporting Persons nor Group nor any of the
Individuals has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
As of May 10, 1996, Associates owned 203,800 shares of MMSI
Common Stock, which it acquired at an aggregate cost of $1,476,073, and Life
Sciences owned 193,300 shares of MMSI Common Stock, which it acquired at an
aggregate cost of $1,396,426. All of the shares of MMSI Common Stock owned by
the Reporting Persons are hereinafter referred to as the "Shares". The source of
funds used by each Reporting Person to acquire the Shares owned by it was such
Reporting Person's internal cash funds.
-4-
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares for investment
and, depending on prevailing market prices and other factors, may purchase
additional shares of MMSI Common Stock or sell some or all of the Shares from
time to time. Except as set forth above, the Reporting Persons have no current
plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer of
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization
or dividend policy of the Issuer;
(f) any other material change in the Issuer's business
or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated
above.
-5-
From time to time, the Reporting Persons may engage in
discussions or otherwise communicate with the Issuer's management and other
persons in order to explore alternatives by which the value of MMSI Common Stock
may be enhanced.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Of the total Shares beneficially owned by the
Reporting Persons, 203,800 shares (approximately 3.0% of the total outstanding)
are beneficially owned by Associates and 193,300 shares (approximately 2.8% of
the total outstanding) are beneficially owned by Life Sciences. Subject to the
next succeeding paragraph, each Reporting Person has the sole power to vote or
direct the vote and to dispose or direct the disposition of the Shares
beneficially owned by such Reporting Person.
In addition, Group may be deemed to be the beneficial owner of
all 397,100 Shares (approximately 5.8% of the total outstanding) collectively
owned by the two Reporting Persons because, as the sole general partner of both
Reporting Persons, Group has the sole power to vote or direct the vote and to
dispose or direct the disposition of such Shares, and each of the Individuals
may be deemed to be the beneficial owner of all 397,100 Shares (approximately
5.8% of the total outstanding) collectively owned by the two Reporting Persons
because as a general partner of Group (which is the sole general partner of both
Reporting Persons), each such Individual shares the power (which may be
exercised by any one of such Individuals acting alone) to vote or direct the
vote and to dispose or direct the disposition of such Shares.
(c) The chart below lists all transactions in MMSI Common
Stock during to past 60 days by any of the persons identified in response to
paragraph (a) of this Item 5, all of which transactions were effected in the
open market:
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ----------- ----------- --------- ---------
Associates April 10, 1996 4,000 $ 7.53
Associates April 11, 1996 6,000 $ 7.67
Associates April 12, 1996 5,000 $ 8.06
Associates May 9, 1996 30,000 $ 10.40
Life Sciences April 10, 1996 4,000 $ 7.53
Life Sciences April 11, 1996 6,000 $ 7.67
Life Sciences April 12, 1996 5,000 $ 8.06
Life Sciences May 9, 1996 30,000 $ 10.40
-6-
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described in the second paragraph of Item 5 (a) and
(b) of this Statement and in the next succeeding two sentences, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between or among any of the persons named in Item 2 of this Statement, or
between or among any of such persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. Since Group is the sole general partner of each
Reporting Person, it is likely that the Reporting Persons, although not
obligated to do so, will in general adopt similar strategies with respect to
their investments in the Issuer (including with respect to the acquisition,
disposition and voting of MMSI Common Stock). In addition, Group, as general
partner of each of the Reporting Persons, may from time to time combine orders
to purchase or sell MMSI Common Stock on behalf of the Reporting Persons into a
single purchase or sale order and thereafter allocate such purchase or sale
between the Reporting Persons on an average price basis.
Item 7. Material to be Filed as Exhibits.
The Joint Filing Agreement dated May 13, 1996 between the
Reporting Persons is annexed hereto as Exhibit 1 and filed herewith.
-7-
Signature.
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
May 13, 1996 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
---------------------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
---------------------------------
John E. Runnells
General Partner
-8-
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D (or any amendment thereof) need be filed on
their behalf with respect to the beneficial ownership of any equity securities
of Merit Medical Systems, Inc. or any subsequent acquisitions or dispositions of
equity securities of Merit Medical Systems, Inc.
by any of the undersigned.
Date: May 13, 1996
VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
---------------------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
---------------------------------
John E. Runnells
General Partner
-9-