-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SgT/+HD/o/wX3/fu+z4oTnn5z415Y6zFQpEzArKGc27FsXsT1kzpiNX4N8vdCfw+ qCDo76QLMRXa32GURk6UmQ== 0001104659-04-030349.txt : 20041013 0001104659-04-030349.hdr.sgml : 20041013 20041013101705 ACCESSION NUMBER: 0001104659-04-030349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIT MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000856982 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870447695 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18592 FILM NUMBER: 041076220 BUSINESS ADDRESS: STREET 1: 1600 WEST MERIT PARK WAY CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: 8012531600 MAIL ADDRESS: STREET 1: 1600 WEST MERIT PARKWAY CITY: SOUTH JORDAN STATE: UT ZIP: 84095 8-K 1 a04-11524_18k.htm 8-K

 

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):     October 13, 2004  (October 13, 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):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 



 

Item 2.02  Results of Operations and Financial Condition

 

On October 13, 2004, Merit Medical Systems, Inc. (“Merit”) issued a press release providing preliminary information regarding its anticipated revenues and earnings for the three months ended September 30, 2004.  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) is furnished pursuant to Item 7.01 and 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 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.  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 October 13, 2004, entitled “Merit Medical Systems Pre-Announces Third Quarter Results.”

 

2



 

SIGNATURES

 

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:  October 13, 2004

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press release issued by Merit Medical Systems, Inc., dated October 13, 2004, entitled “Merit Medical Systems Pre-Announces Third Quarter Results.”

 

4


EX-99.1 2 a04-11524_1ex99d1.htm EX-99.1

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:

 

October 13, 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 PRE-ANNOUNCES

 

THIRD QUARTER RESULTS

 

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 that it anticipates that revenues and earnings for its third quarter ending September 30, 2004 will be below market expectations. Merit currently anticipates that revenues for the third quarter 2004 will be in the $35-36 million range, which is below expectations, but approximately 3% higher than the same quarter last year.  Management currently estimates that earnings for the third quarter will be approximately $0.14-0.15 per share.

 

In announcing the preliminary results, Merit management attributed the shortfall in revenues and earnings to reduced demand for Merit’s products during the third quarter.  Although its information is preliminary, management believes the decline in demand was due primarily to fewer procedures being conducted, an increase in competitive pressures, and, to a lesser extent, weather-related disturbances in the Southeastern United States.

 

The Company will report its actual third quarter results on Tuesday, October 26, 2004, at the close of the market, followed by an analysts’ conference call at 3:00 p.m. Mountain Time.  Merit will provide additional details regarding the conference call in a subsequent release.

 



 

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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