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): April 21, 2011
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah |
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0-18592 |
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87-0447695 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
1600 West Merit Parkway |
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South Jordan, Utah |
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84095 |
(Address of principal executive offices) |
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(Zip Code) |
(801) 253-1600
(Registrants 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 8.01. Other Events.
On April 21, 2011, Merit Medical Systems, Inc. (the Company) issued a press release announcing that its Board of Directors had authorized a 5-for-4 forward stock split of the Companys Common Stock to be effected in the form of a stock dividend of one share of the Companys Common Stock for every four shares of Common Stock outstanding on the record date. The record date for the forward stock split is May 2, 2011, and the payment date is May 5, 2011. The Board of Directors also made corresponding adjustments to the number of shares subject to the Companys stock incentive plans and to the number of shares subject to, and the exercise price of, outstanding options and other rights to acquire Common Stock.
The information in this Current Report on Form 8-K (including the exhibit attached hereto) is furnished pursuant to General Instruction 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated April 21, 2011 entitled Merit Medical Announces 5-for-4 Forward Stock Split.
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.
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MERIT MEDICAL SYSTEMS, INC. | |
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Date: April 21, 2011 |
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By: |
/s/ Kent W. Stanger |
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Chief Financial Officer, Secretary and Treasurer |
Exhibit 99.1
1600 West Merit Parkway · South Jordan, UT 84095
Telephone: 801-253-1600 · Fax: 801-253-1688
PRESSRELEASE
FOR IMMEDIATE RELEASE
Date: |
April 21, 2011 |
Contact: |
Anne-Marie Wright, Vice President, Corporate Communications |
Phone: |
(801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL ANNOUNCES
5-FOR-4 FORWARD STOCK SPLIT
SOUTH JORDAN, UTAH Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology, radiology and endoscopy, today announced that its Board of Directors has approved a five-for-four forward stock split of the Companys Common Stock, to be effected in the form of a stock dividend of one share of the Companys Common Stock for every four shares outstanding.
The record date for the stock split is May 2, 2011. Stockholders of record will receive one new share of Common Stock for every four shares they own. The distribution of the stock dividend will be made on May 5, 2011, and trading of Merit Medical shares on a split-adjusted basis will begin on May 6, 2011. Giving effect to the stock split, the number of outstanding shares of Merit Medical stock will increase to approximately 36.2 million shares.
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, radiology and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 130 individuals. Merit employs approximately 2,200 people worldwide with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas;
Richmond, Virginia; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Copenhagen, Denmark; and Rockland, Massachusetts.
Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merits forecasted revenues, net income and other financial results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties such as those described in Merits Annual Report on Form 10-K for the year ended December 31, 2010. Such risks and uncertainties include risks relating to product recalls and product liability claims; potential restrictions on Merits liquidity or its ability to operate its business by its current debt agreements; possible infringement of Merits technology or the assertion that Merits technology infringes the rights of other parties; the potential of fines, penalties, or other adverse consequences if Merits employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws and regulations; expenditures relating to research, development, testing and regulatory approval or clearance of Merits products and the risk that such products may not be developed successfully or approved for commercial use; greater governmental scrutiny and regulation of the medical device industry; reforms to the 510(k) process administered by the U.S. Food and Drug Administration; laws targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in, or failure to comply with, governing regulations; increases in the price of commodity components; negative changes in economic and industry conditions in the United States and other countries; termination or interruption of relationships with Merits suppliers, or failure of such suppliers to perform; Merits potential inability to successfully manage growth through acquisitions, including the inability to commercialize technology acquired through recent, proposed or future acquisitions, including the Biosphere acquisition; fluctuations in Euro and GBP exchange rates; Merits need to generate sufficient cash flow to fund its debt obligations, capital expenditures, and ongoing operations; concentration of Merits revenues among a few products and procedures; development of new products and technology that could render Merits existing products obsolete; market acceptance of new products; volatility in the market price of Merits common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in health care markets related to health care reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; uncertainties associated with potential healthcare policy changes which may have a material adverse effect on Merit; introduction of products in a timely fashion; price and product competition; availability of labor and materials; cost increases; fluctuations in and obsolescence of inventory; and other factors referred to in Merits Annual Report on Form 10-K for the year ended December 31, 2010 and other materials filed with the Securities and Exchange Commission. All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will differ, and 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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