UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  May 13, 2010

Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

(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)

x          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))

EXPLANATORY NOTE

On May 13, 2010, Merit Medical Systems, Inc., a Utah corporation (“Merit Medical”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Report”) for the purpose of announcing its entry into an Agreement and Plan of Merger (the “Merger Agreement”) with BioSphere Medical Inc., a Delaware corporation (“BioSphere”), pursuant to which Merit Medical has agreed to acquire BioSphere through a merger between a Merit Medical subsidiary and BioSphere (the “Merger”), and as further described in the Initial Report.  On May 14, 2010, Merit Medical filed Amendment No. 1 to the Initial Report, to file a copy of that certain Stockholder and Voting Agreement, dated May 13, 2010 (the “Stockholder Agreement”), among Merit Medical and two stockholders of BioSphere, Cerberus Partners, L.P. and Cerberus International, Ltd. (the “Stockholders”), pursuant to which the Stockholders have agreed to vote their BioSphere shares in favor of adoption and approval of the Merger and against any proposal in opposition to or in competition with the Merger.  The purpose of this Amendment No. 2 to the Initial Report is to file a copy of Amendment No. 1 to the Stockholder Agreement, entered into among Merit Medical and the Stockholders on June 1, 2010.  Other than as set forth in this explanatory note and Exhibit 10.2 filed herewith, no other changes are made to the Initial Report, as amended by Amendment No. 1 thereto.

Item 1.01 Entry into a Material Definitive Agreement

The Initial Report (as amended) is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits

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SIGNATURE

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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EXHIBIT INDEX

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Exhibit 10.2

AMENDMENT NO. 1 TO STOCKHOLDER AND VOTING AGREEMENT

THIS AMENDMENT NO. 1 TO STOCKHOLDER AND VOTING AGREEMENT (this “Amendment”), dated as of June 1, 2010, is made and entered into among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), and Cerberus Partners, L.P. and Cerberus International, Ltd. (each a “Stockholder” and collectively, the “Stockholders”).

RECITAL

The Buyer and the Stockholders previously entered into that certain Stockholder and Voting Agreement, dated as of May 13, 2010 (the “Agreement”), and now desire to amend certain of the terms thereof.  Except as otherwise defined herein, capitalized terms used herein, but not otherwise defined, have the respective meanings ascribed thereto in the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, and agreements contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.             Amendment.  Each of the parties hereto agree that Recital B of the Agreement shall be deleted and replaced in its entirety with the following:

B.                                     As of the date hereof, the Stockholders beneficially own and are entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) that number of shares of (i) the Series A Preferred Stock, par value $0.01 per share, and (ii) the common stock, par value $0.01 per share, of the Company, as set forth on the attached Exhibit A (which is incorporated herein by this reference) (all such preferred and common shares collectively, the “Shares”), which Shares entitle the Stockholders to vote on all matters presented to the stockholders of the Company.  The Shares owned by the Stockholders, together with any other shares of capital stock of the Company the beneficial ownership of which is acquired by the Stockholders, subsequent to the date of this Agreement, are collectively referred to herein as “Subject Shares.”

2.                                       No Further Amendment; Miscellaneous.  Except as specifically provided in this Amendment, the remaining provisions of the Agreement remain in effect according to their respective terms.  The “Miscellaneous” provisions set forth in Article IV of the Agreement are hereby incorporated herein by reference.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to Stockholder and Voting Agreement to be signed as of the day and year first written above.

EXHIBIT A

Series A Preferred Stock

Common Stock