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 3, 2006
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah |
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0-18592 |
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87-0447695 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
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1600 West Merit Parkway |
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84095 |
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(Address of principal executive offices) |
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(Zip Code) |
(801) 253-1600
(Registrants 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 8.01. OTHER EVENTS.
On January 3, 2006, Merit Medical Systems, Inc. (the Company) issued a press release announcing the acquisition of the capital stock of MCTec Holding, B.V., a Dutch corporation. A copy of this press release is furnished herewith as Exhibit 99.1.
The Company will hold a telephone conference to discuss the press release on Wednesday, January 4, 2006 at 3:00 p.m. MST.
Call-in number for U.S. participants: |
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(800) 240-2134 |
Call-in number for international participants: |
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(303) 262-2130 |
A transcript of the telephone conference will be available on the investor relations portion of the Companys website at http://www.merit.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 3, 2006 entitled Merit Medical Acquires MCTec. |
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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.
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MERIT MEDICAL SYSTEMS, INC. |
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Date: January 4, 2006 |
By: |
/s/ Kent W. Stanger |
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Kent W. Stanger |
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Chief Financial Officer, Secretary and Treasurer |
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Exhibit 99.1
1600 West Merit Parkway South Jordan, UT 84095
Telephone: 801-253-1600 Fax: 801-253-1688
PRESS RELEASE
FOR IMMEDIATE RELEASE
Date: |
January 3, 2006 |
Contact: |
Anne-Marie Wright, Director of Corporate Communications |
Phone: |
(801) 208-4167 E-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL ACQUIRES MCTEC
SOUTH JORDAN, UTAH Merit Medical Systems, Inc., (NASDAQ: MMSI), a manufacturer and marketer of proprietary disposable accessories used primarily in cardiology and radiology procedures, announced today that it has acquired the capital stock of MCTec Holding, B.V., a Dutch corporation located in Venlo, The Netherlands, from British Columbiabased Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI, TSX: ANP) for approximately $3 million cash. MCTecs revenues for 2005 were approximately $3.5 million. The acquisition is expected to be immediately accretive to Merits shareholders.
MCTec is primarily involved in the coating of wires and tubings for various medical device companies.
The addition of MCTec will enhance the competitive position of Merits existing guide wire products and anticipated future products, said Fred P. Lampropoulos, Merits Chairman and Chief Executive Officer. It will also provide for additional growth in our OEM sales.
Merit will have a conference call to discuss this acquisition, recent product introductions and the status of the Magnificent Seven products tomorrow, January 4, at 3:00 p.m. Mountain Time. The number for domestic participants to call is (800) 240-2134, and the number for international participants is (303) 262-2130.
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical accessories used in interventional and diagnostic
procedures, particularly in cardiology and radiology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 85 individuals. Merit employs approximately 1,560 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; Angleton, Texas; Richmond, Virginia; Jackson, New Jersey; Maastricht, The Netherlands; and Galway, Ireland.
Statements contained in this release which are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Act of 1995 and are subject to risks and uncertainties such as those described in Merits Annual Report on Form 10-K for the year ended December 31, 2004. Such risks and uncertainties include market acceptance of new products, introduction of products in a timely fashion, product recalls, delays in obtaining regulatory approvals, or the failure to maintain such approvals, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new products and technology that could render our products obsolete, product liability claims, modification or limitation of governmental or private insurance reimbursement, infringement of our technology or the assertion that our technology infringes the rights of other parties, foreign currency fluctuations, challenges associated with the Companys growth strategy, changes in health care markets related to health care reform initiatives, litigation and other factors referred to in the Companys 10-K and other reports filed with the Securities and Exchange Commission. All subsequent forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results 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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