8-K/A 1 a10-10125_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  May 13, 2010

 

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)

 

x          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))

 

 

 


 

EXPLANATORY NOTE

 

On May 13, 2010, Merit Medical Systems, Inc., a Utah corporation (“Merit Medical”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Report”) for the purpose of announcing its entry into an Agreement and Plan of Merger (the “Merger Agreement”) with BioSphere Medical Inc., a Delaware corporation (“BioSphere”), pursuant to which Merit Medical has agreed to acquire BioSphere through a merger between a Merit subsidiary and BioSphere (the “Merger”), and as further described in the Initial Report.  As described in the Initial Report, in connection with the Merger, Merit Medical has entered into a Stockholder and Voting Agreement dated May 13, 2010 (the “Stockholder Agreement”), with two stockholders of BioSphere, Cerberus Partners, L.P. and Cerberus International, Ltd. (the “Stockholders”), pursuant to which the Stockholders, subject to customary conditions, have agreed to vote their BioSphere shares in favor of adoption and approval of the Merger and against any proposal in opposition to or in competition with the Merger.  The purpose of this Amendment No. 1 to the Initial Report is to file a copy of the Stockholder Agreement.  Other than as set forth in this explanatory note, no other changes are made to the Initial Report.

 

Item 1.01  Entry into a Material Definitive Agreement

 

The Initial Report is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d)           Exhibits

 

2.1           Agreement and Plan of Merger by dated May 13, 2010 and among Merit Medical Systems, Inc., Merit BioAcquisition Co., and BioSphere Medical, Inc. (previously filed with the Initial Report)

 

10.1         Stockholder and Voting Agreement, dated as of May 13, 2010, among Merit Medical Systems, Inc., Cerberus Partners, L.P. and Cerberus International, Ltd. (filed herewith)

 

99.1         Press Release issued by Merit, dated May 13, 2010, entitled “Merit Medical Signs Agreement to Acquire BioSphere Medical” (previously filed with the Initial Report)

 

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SIGNATURE

 

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: May 14, 2010

 

By:

/s/ Kent W. Stanger

 

 

 

Chief Financial Officer, Secretary and Treasurer

 

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EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

2.1

 

Agreement and Plan of Merger by dated May 13, 2010 and among Merit Medical Systems, Inc., Merit BioAcquisition Co., and BioSphere Medical, Inc. (previously filed with the Initial Report)

 

 

 

10.1

 

Stockholder and Voting Agreement, dated as of May 13, 2010, among Merit Medical Systems, Inc., Cerberus Partners, L.P. and Cerberus International, Ltd. (filed herewith)

 

 

 

99.1

 

Press Release issued by Merit, dated May 13, 2010, entitled “Merit Medical Signs Agreement to Acquire BioSphere Medical” (previously filed with the Initial Report)

 

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