-----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, KiMWZskwk/Jh8P8jqIMNlf/5NU+AIZdamvaT8aOIN2SzsXNEKOauQbbUaoECoK3b vc+wUaWEMwRV0VXC+HzpGw== 0001104659-05-049378.txt : 20051020 0001104659-05-049378.hdr.sgml : 20051020 20051020153207 ACCESSION NUMBER: 0001104659-05-049378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051020 DATE AS OF CHANGE: 20051020 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: 051147265 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 a05-18635_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 19, 2005

 

Merit Medical Systems, Inc.       

(Exact Name of Registrant as Specified in its Charter)

 

Utah

 

0-18592

 

87-0447695

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

1600 West Merit Parkway
South Jordan, Utah

 

84095

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:

(801) 253-1600

 

N/A

(Former name, former address, and formal fiscal year, 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 (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 2.02   Results of Operations and Financial Condition .

 

On October 19, 2005, 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, 2005.  The full text of Merit’s press release is furnished with this report as Exhibit 99.1.

 

The information in this Current Report on Form 8-K (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 the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 Item 9.01.     Financial Statements and Exhibits

 

(c)                                                                                  Exhibits

 

99.1               Press release issued by Merit Medical Systems, Inc., dated October 19, 2005, entitled “Merit Medical Announces Preliminary Third Quarter Results and Conference Call Information.”

 

Forward-Looking Statements

 

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, 2004.   Such risks and uncertainties include, market acceptance of new products, introduction of products in a timely fashion, product recalls, delays in obtaining regulatory approvals, or the failure to maintain such approvals, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new products and technology that could render the Company’s products obsolete, product liability claims, modification or limitation of governmental or private insurance reimbursement, infringement of our technology or the assertion that our technology infringes the rights of other parties, foreign currency fluctuations, challenges associated with the Company’s growth strategy, changes in health care markets related to healthcare reform initiatives, litigation and other factors referred to in the Company’s 10-K and other reports filed with the Securities and Exchange Commission. All subsequent 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 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.

 

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 hereunto duly authorized.

 

 

 

Merit Medical Systems, Inc.

 

 

 

 

Dated: October 20, 2005

By:

 /s/ Kent W. Stanger

 

 

 

Kent W. Stanger, Chief Financial Officer,

 

 

Secretary and Treasurer

 

 

3



 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press Release Issued by Merit Medical Systems, Inc., dated October 19, 2005, entitled “Merit Medical Announces Preliminary Third Quarter Results and Conference Call Information.”

 

4


EX-99.1 2 a05-18635_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 19, 2005

Contact:

Anne-Marie Wright, Director of Corporate Communications

Phone:

(801) 208-4167 E-mail: awright@merit.com Fax: (801) 253-1688

 

MERIT MEDICAL ANNOUNCES PRELIMINARY THIRD QUARTER
RESULTS AND CONFERENCE CALL INFORMATION

 

SOUTH JORDAN, UTAH— Merit Medical Systems, Inc., (NASDAQ: MMSI), a manufacturer and marketer of proprietary disposable accessories used primarily in cardiology and radiology procedures, announced that it anticipates revenues for its third quarter ended September 30, 2005 will be approximately $41 million, which is 16% higher than the same quarter last year. Management estimates that earnings for the third quarter will be approximately $0.12 per share.

 

Merit management believes that earnings were impacted by lower gross margins due to the substantial expansion of facilities in South Jordan, start-up costs of the new custom procedure tray business in Richmond, Virginia, costs associated with the addition of 17 new sales representatives and several new product introductions, and increased research and development expenditures.

 

Although management will continue to focus on restraining costs, these expenses will persist into the fourth quarter. The four products that make up the remainder of the ‘Magnificent Seven’ – the Resolve™ locking drainage catheter, the Impress™ radiology catheter, the Honor™ hemostasis valve and the Revolution™ fixation device – are still scheduled to be released by the end of the year.

 

Merit management believes it can still achieve the lower end of its revenue guidance for the year, which was $167-171 million.

 

The Company will report its actual third quarter results after the close of the stock market on Thursday, October 27, 2005. Merit will hold its investor conference call on the same day (Thursday, October 27, 2005) at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific).  The telephone numbers to call are (domestic) 800-240-2134; and (international) 303-205-0066.

 

A live webcast will also be available for the conference call at www.merit.com and www.fulldisclosure.com.  To listen to the live broadcast, please enter the site 10-15 minutes prior to the call in order to download any necessary media players. Then click on the “CCBN Webcast” logo on the lower right-hand corner of Merit’s home page.  The webcast will be archived on both sites.  There is no other replay access to the call.

 

1



 

ABOUT MERIT

 

Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical accessories 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 1,500 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; Angleton, Texas; Richmond, Virginia; Jackson, New Jersey; Maastricht, 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 Merit’s Annual Report on Form 10-K for the year ended December 31, 2004. Such risks and uncertainties include market acceptance of new products, introduction of products in a timely fashion, product recalls, delays in obtaining regulatory approvals, or the failure to maintain such approvals, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new products and technology that could render our products obsolete, product liability claims, modification or limitation of governmental or private insurance reimbursement, infringement of our technology or the assertion that our technology infringes the rights of other parties, foreign currency fluctuations, challenges associated with the Company’s growth strategy, changes in health care markets related to health care reform initiatives, litigation and other factors referred to in the Company’s 10-K and other reports filed with the Securities and Exchange Commission. All subsequent 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 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.

 

# # #

 

2


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