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): November 5, 2011
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 5, 2011, the Board of Directors (the "Board") of Merit Medical Systems, Inc. (the “Company”) expanded the size of the Board to eight directors and appointed Nolan A. Karras, President of The Karras Company, Inc. and former Speaker of the Utah State House of Representatives, and A. Scott Anderson, President and Chief Executive Officer of Zions First National Bank, to serve as directors of the Company. Mr. Karras, who was appointed to fill the vacancy created by the passing of James J. Ellis in August 2011, will fill the remaining portion of Mr. Ellis' term, expiring at the Company's 2014 Annual Meeting of Shareholders. Mr. Anderson, who was appointed to fill the vacancy created by the expansion of the Board to eight members, will serve a term expiring at the Company's 2012 Annual Meeting of Shareholders. No Board committee assignments for Messrs. Karras and Anderson had been determined at the time of this filing.
Messrs. Karras and Anderson will be eligible to participate as non-employee directors in accordance with the Company's non-employee director compensation practices (which shall be prorated for the period of their service during the current fiscal year); however, no awards to Messrs. Karras or Anderson were made in connection with their appointments to serve as directors of the Company
Since the beginning of the Company’s last fiscal year, neither Mr. Karras nor Mr. Anderson nor any of their immediate family members has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) promulgated under Regulation S-K. There were no arrangements or understandings between Mr. Karras or Mr. Anderson and any other person pursuant to which either Mr. Karras or Mr. Anderson was appointed as a director of the Company.
Item 7.01. | Regulation FD Disclosure |
On November 10, 2011, the Company issued a press release relating to the foregoing matters. A copy of that press release is attached to this report as Exhibit 99.1.
Item 9.01. | Exhibits. |
(d) Exhibit
99.1 Press release of Merit Medical Systems, Inc., dated November 10, 2011, entitled "Merit Medical Announces Appointment of Two Directors."
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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: November 10, 2011 | By: | /s/ Rashelle Perry | ||||
Chief Legal Officer | ||||||
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EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
99.1 | Press Release, dated November 10, 2011, entitled "Merit Medical Announces Appointment of Two Directors." | |
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Exhibit 99.1
1600 West Merit Parkway South Jordan, UT 84095
Telephone: 801-253-1600 Fax: 801-253-1688
PRESSRELEASE |
FOR IMMEDIATE RELEASE
Date: | November 10, 2011 |
Contact: | Anne-Marie Wright, Vice President, Corporate Communications |
Phone: | (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
Merit Medical Announces
Appointment of Two Directors
SOUTH JORDAN, Utah, Nov 10, 2011 -- 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 appointed A. Scott Anderson and Nolan E. Karras to serve as directors of the Company.
Anderson is the President and Chief Executive Officer of Zions First National Bank, a leading commercial bank in the Intermountain area. Anderson received a bachelor's degree in philosophy and economics from Columbia University and a master's degree in economics and international studies from Johns Hopkins University. He also serves on the Board of Directors of Intermountain Healthcare, one of the leading healthcare providers in the United States.
Karras is the Chairman and Chief Executive Officer of The Karras Company, Inc., an investment advisory firm, and a licensed Certified Public Accountant. He has previously served as a member of both the audit committee and compensation committee of PacifiCorp and Scottish Power. Karras received a bachelor's degree from Weber State University and an MBA from the University of Utah. He is currently a member of the Utah State Board of Regents and the Hospital Board of the University of Utah.
"We are pleased to have these well-respected and experienced businessmen on Merit's board," said Fred P. Lampropoulos, Merit's Chairman and Chief Executive Officer. "Our efforts to address the complexities of worldwide trade and regulatory requirements will be well-served with the experience and depth of these individuals. Their collective experience will be valuable in our efforts to strengthen the oversight of the business during this period of strong expansion both domestically and internationally."
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 160 individuals. Merit employs approximately 2,350 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.
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 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; Merit's potential inability to successfully manage growth through acquisitions, including the inability to commercialize technology acquired through recent, proposed or future acquisitions, including the BioSphere acquisition; 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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