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): April 1, 2007
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
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 1, 2007, Merit Medical Systems, Inc. (the Company) entered into a Stock Purchase Agreement (the Stock Purchase Agreement) pursuant to which it repurchased 344,084 shares of its common stock in a private transaction with a non-institutional private investor for an aggregate transaction price of $4,059,159 million, or $11.80 per share. The Stock Purchase Agreement contains representations, warranties and covenants that are customary for stock repurchase transactions of this nature. Upon repurchasing the shares contemplated by the Stock Purchase Agreement, the Company cancelled the repurchased shares, at which time they ceased to be outstanding.
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 3, 2007, the Company issued a press release announcing the repurchase of 344,084 shares of its common stock as described in Item 1.01 above. The full text of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release dated April 3, 2007 entitled Merit Medical Repurchases 344,084 Shares in Private Transaction |
2
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: April 5, 2007 |
By: |
/s/ Kent W. Stanger |
||
|
|
Kent W. Stanger |
||
|
|
Chief Financial Officer, Secretary and Treasurer |
3
Exhibit 99.1
1600 West Merit Parkway · South Jordan, UT 84095
Telephone: 801-253-1600 · Fax: 801-253-1688
PRESSRELEASE
FOR IMMEDIATE RELEASE
Date: |
|
April 3, 2007 |
Contact: |
|
Anne-Marie Wright, Vice President, Corporate Communications |
Phone: |
|
(801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL REPURCHASES 344,084 SHARES
IN PRIVATE TRANSACTION
SOUTH JORDAN, UTAH Merit Medical Systems, Inc. (NASDAQ:NMS:MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology and radiology procedures, announced today that it has repurchased 344,084 shares of its common stock in a private transaction with a non-institutional private investor for an aggregate transaction price of $4,059,159 million, or $11.80 per share.
The repurchased shares will be cancelled and cease to be outstanding. Total shares outstanding following the transaction were reduced to 27,358,000.
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 and radiology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 85 individuals. Merit employs approximately 1,750 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; Angleton, Texas; Richmond, Virginia; Maastricht and Venlo, 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, 2006. Such risks and uncertainties include product recalls and product liability claims; infringement of Merits technology or the assertion that Merits technology infringes the rights of other parties; termination of relationship with suppliers, or failure of suppliers to perform; inability to successfully manage growth through acquisitions; delays in obtaining regulatory approvals, or the failure to maintain such approvals; concentration of Merits revenues among a few products and procedures; development of new products and technology that could render Merits products obsolete, market acceptance of new products, introduction of products in a timely fashion, price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; volatility of the market
price of Merits common stock; foreign currency fluctuations; key personnel; work stoppage or transportation risks; modification or limitation of governmental or private insurance reimbursement, changes in health care markets related to health care reform initiatives; and other factors referred to in Merits Annual Report on Form 10-K and other reports 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 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.
# # #