-----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, Gj+r9EMffnhwsFZQEvF6LWjguCJaaogntJs1dsqbH/J2IY1PnhpgpKCBtWtG1MtQ odv9TfTOltlinWoAlDMz0w== 0001104659-06-020647.txt : 20060330 0001104659-06-020647.hdr.sgml : 20060330 20060330162327 ACCESSION NUMBER: 0001104659-06-020647 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060330 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 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: 06723477 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 a06-8078_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  March 30, 2006

 

Merit Medical Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Utah

 

0-18592

 

87-0447695

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation or organization)

 

File Number)

 

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 March 30, 2006, Merit Medical Systems, Inc. (the “Company”) issued a press release entitled “Merit Medical Gives 2006 Earnings Guidance.” The full text of the press release is provided herewith as Exhibit 99.1.

 

The information in Item 2.02 of this Report (including exhibit 99.1) 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.

 

99.1  Press Release dated March 30, 2006

 

Forward-Looking Statements

 

                Statements contained in this report 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, 2005. 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



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange 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: March 30, 2006

By

/s/ Kent W. Stanger

 

 

 

Kent W. Stanger

 

 

Chief Financial Officer, Secretary and Treasurer

 

3



 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press Release dated March 30, 2006

 

4


 

EX-99.1 2 a06-8078_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

1600 West Merit Parkway · South Jordan, UT  84095

Telephone:  801-253-1600 · Fax:  801-253-1688

 

PRESSRELEASE

 

FOR IMMEDIATE RELEASE

 

Date:

 

March 30, 2006

Contact:

 

Anne-Marie Wright, Director of Corporate Communications

Phone:

 

(801) 208-4167 e-mail: awright@merit.com

 

MERIT MEDICAL GIVES 2006 EARNINGS GUIDANCE

 

SOUTH JORDAN, UTAH— Merit Medical Systems, Inc. (NASDAQ:NMS:MMSI), a leading manufacturer and marketer of proprietary disposable accessories used primarily in cardiology and radiology procedures, today updated information provided in its conference call on February 28, 2006 with respect to its results of operations for the year ended December 31, 2005 and provided guidance regarding management’s expectations for the fiscal year ending December 31, 2006.

                Based upon the information currently available, Merit’s management estimates that Merit’s sales for the year ending December 31, 2006 will be in the range of $185-189 million and earnings will be in the range of $0.41-$0.45 per share. Merit’s management indicated that approximately $0.03 per share of expense estimated to be incurred during the year ending December 31, 2006 would be attributable to stock-based compensation expense, which Merit began to recognize starting January 1, 2006 under Statement of Financial Accounting Standards No. 123R.

                Merit’s management also anticipates that Merit’s sales for the quarter ending March 31, 2006 will be approximately $45 million, with earnings in the range of $0.08-0.10 per share, which includes the expense of stock-based compensation. Merit’s management noted that historically earnings in the first quarter are affected by pay raises, insurance and other benefits that are not yet absorbed by expected future sales volumes.

                “We know the challenges of integrating our expanded capacity, newly released products, additional sales people and acquisitions, which in some ways are similar to the challenges we faced in early 2001,” said Fred P. Lampropoulos, Merit’s Chairman and CEO.

 



 

“Now that we have these investments in place, we believe we can move forward and begin to see operational improvements which will enhance our future profitability.”

CONFERENCE CALL

                Merit Medical invites all interested parties to participate in its conference call today, March 30, 2006, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). The domestic phone number is 800-257-1836, and the international number is 303-262-2137. A live webcast as well as a rebroadcast can be accessed through the webcast tab of the Investors page at www.merit.com or through the webcasts tab at www.fulldisclosure.com.

                During the conference call, the information set forth in this release will be discussed in more detail.

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 1,600 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas; Richmond, Virginia; Maastricht, The Netherlands; Venlo, 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, 2005. 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.

# # #

 


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