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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 19, 2004 (November 18, 2004)
MERIT MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in charter)
| Utah | 0-18592 | 87-0447695 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1600 West Merit Parkway
South Jordan, Utah 84095
(801) 253-1600
(Address of Principal Executive Offices and Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
- 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 7.01 Regulation FD Disclosure
On November 18, 2004, Merit Medical Systems, Inc. ("Merit") issued a press release entitled "Merit Medical Systems Acquires MedSource Packaging Concepts." The full text of Merit's press release is furnished with this report as Exhibit 99.1.
The information in this report (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Merit under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibit) that are not purely historical facts, including statements regarding Merit's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Those risks and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of Merit's products, potential product recalls and quality-related issues, delays in obtaining regulatory approvals, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that could render Merit's products obsolete, product liability claims, foreign currency fluctuations, changes in health care markets related to health care reform initiatives and litigation. Risk factors, cautionary statements and other conditions which could cause Merit's actual results to differ from management's current expectations are contained in Merit's filings with the Securities and Exchange Commission, including Merit's Annual Report on Form 10-K for the year ended December 31, 2003, as amended. Merit undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
Item 9.01 Financial Statements and Exhibits
- (c)
- Exhibits.
Exhibit 99.1 Press release issued by Merit Medical Systems, Inc., dated November 18, 2004, entitled "Merit Medical Systems Acquires MedSource Packaging Concepts."
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC. |
||
/s/ KENT W. STANGER Kent W. Stanger Chief Financial Officer |
Date: November 19, 2004
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| Exhibit Number |
Description of Exhibit |
|
|---|---|---|
| 99.1 | Press release issued by Merit Medical Systems, Inc., dated November 18, 2004, entitled "Merit Medical Systems Acquires MedSource Packaging Concepts." |
SIGNATURES
INDEX TO EXHIBITS
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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: | November 18, 2004 | |
| Contact: | Anne-Marie Wright, Director of Corporate Communications | |
| Phone: | (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1681 |
MERIT MEDICAL SYSTEMS ACQUIRES MEDSOURCE PACKAGING CONCEPTS
SOUTH JORDAN, UTAH—Merit Medical Systems, Inc. (NASDAQ:NMS:MMSI), a leading manufacturer and marketer of proprietary disposable products used primarily in cardiology and radiology procedures, announced today that it has signed an asset purchase agreement with privately-held MedSource Packaging Concepts of Richmond, Virginia, a custom packager that serves the needs of hospitals and other health care institutions.
The agreement calls for Merit to acquire all assets and assume certain contracts, and in return, Merit will pay off certain liabilities of MedSource, totaling approximately $850,000 in cash. Merit also agrees to grant a warrant to purchase 100,000 shares of MMSI common stock priced at fair market value. The packaging operations will remain in Richmond as a division of Merit and be known as Merit MedSource.
"We believe this acquisition will allow Merit to broaden the services and opportunities for our customers," said Fred P. Lampropoulos, Merit's Chairman and Chief Executive Officer.
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical products 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 70 individuals. Merit employs approximately 1,260 people worldwide, with manufacturing facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; Angleton, Texas; and Galway, Ireland. For more information about Merit, visit www.merit.com.
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 Merit's Annual Report on Form 10-K for the year ended December 31, 2003. Such risks and uncertainties include introduction of products in a timely fashion, market acceptance of Company's products, potential product recalls and quality related issues, delays in obtaining regulatory approvals, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render the Company's products obsolete, product liability claims, foreign currency fluctuations, changes in health care markets related to health care reform initiatives, litigation and other factors referred to in the Company's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. All 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 will vary, and may vary 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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MERIT MEDICAL SYSTEMS ACQUIRES MEDSOURCE PACKAGING CONCEPTS