-----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, Krxehwtgl8R1RuJr/NjSFYAjqy2f/rAoNVrZxsEA7xk4PFPp59rHeoP2TxzDA6Py gwaDE4lfG6Js0KUdA3Qd3g== 0001104659-07-023659.txt : 20070329 0001104659-07-023659.hdr.sgml : 20070329 20070329164523 ACCESSION NUMBER: 0001104659-07-023659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070329 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 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: 07728111 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 a07-9441_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):  March 29, 2007

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 7.01                REGULATION FD DISCLOSURE.

On March 29, 2007, Merit Medical Systems, Inc. (the “Company”) issued a press release entitled “Merit Medical Gives 2007 Sales and Earnings Guidance.”  The Company is furnishing this 8-K pursuant to Item 7.01, “Regulation FD Disclosure.”

The press release issued on  March 29, 2007 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K. The registrant’s reports on Forms 10-K, 10-Q and 8-K, and other publicly available information, should be consulted for other important information about the registrant.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01                 FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits.

Exhibit
Number

 

Title of Document

 

Location

 

 

 

 

 

99.1

 

Press Release, dated March 29, 2007, entitled “Merit Medical Gives 2007 Sales and Earnings Guidance.”

 

Attached

 

2




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: March 29, 2007

By:

/s/ Kent W. Stanger

 

 

Chief Financial Officer, Secretary and Treasurer

 

3




EXHIBIT INDEX

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press Release, dated March 29, 2007, entitled “Merit Medical Gives 2007 Sales and Earnings Guidance.”

 

 

4



EX-99.1 2 a07-9441_1ex99d1.htm EX-99.1

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 29, 2007

Contact:

Anne-Marie Wright, Vice President, Corporate Communications

Phone:

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

 

MERIT MEDICAL GIVES 2007 SALES AND EARNINGS GUIDANCE

SOUTH JORDAN, UTAH— Merit Medical Systems, Inc. (NASDAQ:NMS:MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology and radiology procedures, today provided sales and earnings guidance regarding management’s expectations for the fiscal year ending December 31, 2007.

Based upon the information currently available, Merit’s management estimates that Merit’s sales for the year ending December 31, 2007 will be in the range of $213-217 million and earnings will be in the range of $0.52-0.55 per share.

Merit’s management stated that they expect sales to be progressive quarter to quarter, except for the third quarter which historically slows down due to summer vacations and patient and physician deferrals.

Merit’s management noted that they expect earnings to be progressive quarter to quarter, assisted by the Company’s concentrated effort to reduce costs.  Cost reductions will come in all areas of the Company and will include the start up of several products in a lower-cost, off-shore environment, automation projects and the reduction in cost of many line-item expenses.  Management also noted that historically earnings in the first quarter are affected by increased expenses and benefits costs that are not yet absorbed by future sales volumes.

“For the past three years the Company has made substantial investments in research and development, new facilities and in our field sales force,” said Fred P. Lampropoulos, Merit’s Chairman and CEO.  “The additional expenses in these areas as well as direct labor and material costs have resulted in lower profits.  This year, however, we believe absorption




and efficiency as well as leverage of SG&A line expenses will improve earnings and provide earnings growth of better than 20% and momentum for the future.”

“It has taken longer than we expected to return to the profit growth we anticipated,” Lampropoulos continued.  “But we believe our efforts and focus will result in substantially improved results.”

CONFERENCE CALL

Merit Medical invites all interested parties to participate in its conference call today, March 29, 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 800-219-6110, and the international number is 303-262-2140.  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 devices 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 1,750 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; Angleton, Texas; Richmond, Virginia; Maastricht and 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, 2006.  Such risks and uncertainties include product recalls and product liability claims; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; termination of relationship with suppliers, or failure of suppliers to perform; inability to successfully manage growth through acquisitions; delays in obtaining regulatory approvals, or the failure to maintain such approvals; significant portion of our revenues are derived from a few products and procedures; development of new products and technology that could render Merit’s products obsolete, market acceptance of new products, introduction of products in a timely fashion, price and product competition, availability of labor and materials, cost increases, and




fluctuations in and obsolescence of inventory; volatility of the market price of our common stock; foreign currency fluctuations; key personnel; work stoppage or transportation risks; modification or limitation of governmental or private insurance reimbursement, changes in health care markets related to health care reform initiatives; 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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