Edgar Filing: MERIT MEDICAL SYSTEMS INC

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.__)

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

MERIT MEDICAL SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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May 22, 2003

MERIT MEDICAL SYSTEMS, INC.

[MERIT LOGO]

You are cordially invited to attend the Annual Meeting of Shareholders
of Merit Medical Systems, Inc. (the "Company"), which will be held on
Thursday, May 22, 2003, at 3:00 p.m., at the Company's corporate
offices at 1600 West Merit Parkway, South Jordan, Utah (the "Annual
Meeting"), for the following purposes:

(1) To elect two directors of the Company, each to serve for a term of
three years or until his successor has been duly elected and qualified;

(2) To consider and vote upon an amendment to the Articles of Incorporation
the Company increasing the number of authorized shares of common stock
of the Company from 20 million shares to 50 million shares;

(3) To consider and vote upon a proposed amendment to the Merit Medical
Systems, Inc. 1999 Omnibus Stock Incentive Plan to increase the number
of shares of common stock of the Company available for the grant of
awards under such plan from 2,500,000 shares to 4,500,000 shares;

(4) To consider and vote upon a proposal to ratify the appointment of
Deloitte & Touche as independent auditor of the Company for the fiscal
year ending December 31, 2003; and

(5) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on April 18,
2003 as the record date for the determination of shareholders entitled
to receive notice of and to vote at the Annual Meeting and at any
adjournment or postponement thereof.

By Order of the Board of Directors,

KENT W. STANGER, C.P.A.
Chief Financial Officer, Secretary and Treasurer

April __, 2003

IMPORTANT

Whether or not you expect to attend the Annual Meeting in person, to
assure that your shares will be represented, please complete, date, sign and
return the enclosed proxy without delay in the enclosed envelope, which requires
no additional postage if mailed in the United States. Your proxy will not be
used if you are present at the Annual Meeting and desire to vote your shares
personally.

MERIT MEDICAL SYSTEMS, INC.
1600 Merit Parkway
South Jordan, Utah 84095

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PROXY STATEMENT
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Annual Meeting of Shareholders

May 22, 2003
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SOLICITATION OF PROXIES

This Proxy Statement is being furnished to the shareholders of Merit
Medical Systems, Inc., a Utah corporation (the "Company"), in connection with
the solicitation by the Board of Directors of the Company of proxies from
holders of outstanding shares of the Company's common stock, no par value (the
"Common Stock"), for use at the Annual Meeting of Shareholders of the Company to
be held on Thursday, May 22, 2003, at 3:00 p.m., at the Company's corporate
offices at 1600 West Merit Parkway, South Jordan, Utah, and at any adjournment
or postponement thereof (the "Annual Meeting"). This Proxy Statement, the Notice
of Annual Meeting of Shareholders and the accompanying form of proxy are first
being mailed to shareholders of the Company on or about April __, 2003.

The Company will bear all costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
to shareholders this Proxy Statement and accompanying materials In addition to
the solicitation of proxies by use of the mails, the directors, officers and
employees of the Company, without receiving additional compensation therefore,
may solicit proxies personally or by telephone, electronic mail or facsimile.
Arrangements will be made with brokerage firms and other custodians, nominees
and fiduciaries for the forwarding of solicitation materials to the beneficial
owners of the shares of Common Stock held by such persons, and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out of pocket expenses incurred by them in connection therewith.

VOTING

The Board of Directors has fixed the close of business on April 18,
2003 as the Record Date for determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting (the "Record Date"). As of the
Record Date, there were issued and outstanding shares of Common Stock. The
holders of record of the shares of Common Stock on the Record Date entitled to
be voted at the Annual Meeting are entitled to cast one vote per share on each
matter submitted to a vote at the Annual Meeting.

Proxies

Shares of the Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted; FOR the election of each of the two
director nominees for their respective terms; FOR the amendment of the Company's
Articles of Incorporation to increase the number of authorized shares of Common
Stock; FOR the amendment to the Merit Medical Systems, Inc. 1999 Omnibus Stock
Incentive Plan (the "Incentive Plan") increasing the number of shares of Common
Stock available for awards under such plan; FOR the ratification of the
appointment of Deloitte & Touche LLP to be the Company's independent auditor for
the fiscal year ending December 31, 2003; and in the discretion of the proxy
holder

as to any other matters which may properly come before the Annual Meeting. A
shareholder who has executed and returned a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by executing and returning a proxy
bearing a later date, by filing with the Secretary of the Company, at the
address set forth above, a written notice of revocation bearing a later date
than the proxy being revoked, or by voting the Common Stock covered thereby in
person at the Annual Meeting.

Vote Required

A majority of the issued and outstanding shares of Common Stock
entitled to vote, represented in person or by proxy, is required for a quorum at
the Annual Meeting. Abstentions and broker non-votes will be counted as
"represented" for the purpose of determining the presence or absence of a
quorum.

Under Utah law, in connection with the election of directors, the two
nominees receiving the highest number of votes will be elected. In order to
approve each of the proposals in respect of the proposed amendment to the
Incentive Plan increasing the number of shares of Common Stock available for
awards granted under such plan and the appointment of independent auditors,
votes cast in favour of such proposal must exceed the votes cast against.
Abstentions and broker non-votes will not have the effect of being considered as
votes cast with respect to such matters. In order to approve the proposed
amendment to the Articles of Incorporation of the Company to increase the number
of authorized shares of Common Stock from 20 million shares to 50 million
shares, a majority of the outstanding shares of Common Stock must be voted in
favor of such amendment. Accordingly, abstentions and broker non-votes will have
the effect of being considered as votes cast against such proposal.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

At the Annual Meeting, two directors of the Company are to be elected
to serve for a term of three years or until their successors shall be duly
elected and qualified. Each of the nominees for director, identified below, is
currently a director of the Company. If either of the nominees should be
unavailable to serve, which is not now anticipated, the proxies solicited hereby
will be voted for such other persons as shall be designated by the present Board
of Directors. The two nominees receiving the highest number of votes at the
Annual Meeting will be elected.

Nominees for Election as Directors

Certain information with respect to each director nominee is set forth
below.

Fred P. Lampropoulos, 53, has been Chairman of the Board, President and
Chief Executive Officer of the Company since its formation in July 1987. From
1983 to June 1987, Mr. Lampropoulos was Chairman of the Board and President of
Utah Medical Products, Inc. ("Utah Medical"), a medical device company. Mr.
Lampropoulos is nominated to serve a three-year term.

Kent W. Stanger, C.P.A. 48, has been Chief Financial Officer,
Secretary, Treasurer and a director of the Company since 1987. Prior to joining
the Company, Mr. Stanger was the controller for Utah Medical from 1985 to August
1987. Prior to 1985, he was the corporate controller for Laser Corporation,
American Laser and Modulaire Industries, Inc. Mr. Stanger is a certified public
accountant. Mr. Stanger is nominated to serve a three-year term.

The Board of Directors recommends that shareholders vote for each of
the foregoing nominees.

Directors Whose Terms of Office Continue

Rex C. Bean, 72, has been a director of the Company since 1988. Mr.
Bean retired from the U.S. Air Force in 1987 and is principally engaged in the
management of private investments. Mr. Bean's term as a director expires in
2005.

Richard W. Edelman, 62, has been a director of the Company since 1988.
He is the managing director and Dallas branch manager of Sanders Morris Harris,
a stock brokerage firm. Mr. Edelman also serves as a director for Vertical
Health Solutions, Inc., a publicly-traded developer and distributor of animal
health products. From 1998 to 2000, he was a Senior Vice President of Southwest
Securities, Inc., a stock brokerage firm located in Dallas, Texas. From 1996 to
1998, he was Managing Director of Rodman & Renshaw, Inc., a stock brokerage
firm. From 1987 to 1996, he was employed by Southwest Securities, Inc., as

Senior Vice President. Prior to joining Southwest Securities, Inc., in 1987, Mr.
Edelman was a securities analyst and Vice President for Schneider, Bernet and
Hickman, a Dallas, Texas securities firm. Mr. Edelman obtained an MBA degree
from Columbia University, New York City, in 1966. Mr. Edelman's term as a
director expires in 2005.

James J. Ellis, 69, has been a director of the Company since November,
1995. He has been Managing Partner of Ellis/Rosier Financial Services since
1992. Mr. Ellis served as General Manager of MONY Financial Services, Dallas,
Texas, from 1979 until his retirement in 1992. He also serves as a director of
Jack Henry & Associates, a publicly traded company engaged in the sale and
service of software for the banking industry. Mr. Ellis' term as a director
expires in 2004.

Michael E. Stillabower, M.D., 59, has been a director of the Company
since March 1996. Dr. Stillabower has been a physician in private practice in
Wilmington, Delaware, since 1980. He is President of Cardiology Consultants,
P.A. in Wilmington Delaware. In 1999, Dr. Stillabower was appointed Director,
Cardiovascular Research, Christiana Hospital. From 1988 to 1999, he was Chief of
Cardiology at the Medical Center of Delaware, where he had held a number of
appointments including Director, Coronary Care Unit, from 1984 to 1988. In May
1995, he was appointed Clinical Associate Professor of Medicine, Jefferson
Medical College in Philadelphia, Pennsylvania, where he obtained his M.D. degree
in 1976. He is an Elected Fellow of the American College of Cardiology and a
member of other professional associations and is actively engaged in cardiology
research, instruction and publication of related papers and abstracts. Dr.
Stillabower's term as a director expires in 2004.

Committees, Meetings and Reports

The Board of Directors has a standing Audit Committee and an Executive
Compensation Committee. The members of the Audit Committee are Rex C. Bean
(Chairman), James J. Ellis and Richard W. Edelman. The members of the Executive
Compensation Committee are James J. Ellis (Chairman), Rex C. Bean and Richard W.
Edelman. The Company has no nominating committee.

The Executive Compensation Committee met five times during the 2002
year. The Executive Compensation Committee has oversight responsibility for all
executive compensation and benefit programs of the Company. The Executive
Compensation Committee reviews and approves all executive compensation and
benefit plans.

The Audit Committee met three times during the 2002 year to review the
Company's accounting practices and procedures, discuss the Company's accounting
practices and procedures with the Company's management and independent public
accountants and to review the quarterly and annual financial statements of the
Company.

During the fiscal year ended December 31, 2002, there were 11 meetings
held by the Board of Directors. No Director attended fewer than 75 percent of
the total number of meetings of the Board of Directors and of any committee on
which he served.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors to file
with the Securities and Exchange Commission (the "Commission") initial reports
of ownership and reports of changes in ownership of the Common Stock and other
securities which are derivative of the Common Stock. Executive officers and
directors are required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file. Based solely upon a review of the
copies of such forms furnished to the Company and written representations from
the Company's executive officers and directors, the Company believes that all
Section 16(a) reports required to be filed by the Company's officers and
directors were properly filed .

Director Compensation

Directors who are not employees of the Company receive an annual
retainer of $12,500 and a director's fee of $1,200 per meeting attended in
person and $400 for telephonic Board of Directors meetings. All directors also
are reimbursed by the Company for their out-of-pocket travel and related
expenses incurred in attending all Board of Directors and committee meetings.

EXECUTIVE OFFICERS

In addition to Messrs. Lampropoulos and Stanger, whose biographies are
included previously in this Proxy Statement as directors of the Company, certain
information is furnished with respect to the following executive officers of the
Company:

B. Leigh Weintraub, 53, was appointed Chief Operating Officer in
February 1997, from her previous position as Vice President of Operations were
she served since April 1995. She was Director and Vice President of Regulatory
Affairs and Quality Assurance of the Company from August 1993 to 1995. From 1992
to August 1993, she was Director of Regulatory Affairs and Clinical Programs for
Endomedix, a medical device company based in Irvine, California. From 1988 to
1992, Ms. Weintraub was employed by Baxter Healthcare Corporation as manager of
quality strategies and quality engineering and as project engineer, quality
engineering. Ms. Weintraub completed an executive MBA program at Pepperdine
University in April 1993.

Brian L. Ferrand, 48, has been Vice President of Sales of the Company
since June 1993. He was Director of Sales of the Company from May 1992 to May
1993, and was National Sales Manager of the Company from December 1991 to April
1992. From 1987 to December 1991, Mr. Ferrand was employed by Medical Marketing
Associates and held positions as medical products sales representative, sales
manager, and vice president of marketing and sales.

Compensation of Officers

The compensation of Fred P. Lampropoulos, the Company's Chief Executive
Officer, and the Company's other four most highly compensated officers who were
paid at least $100,000 (the "Named Officers") during the fiscal year ended
December 31, 2002, is shown on the following pages in three tables and discussed
in a report from the Executive Compensation Committee of the Board of Directors.

SUMMARY COMPENSATION TABLE
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Long Term
Compensation
Annual Compensation Awards
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Fiscal Accrued Options/ All Other
Name and Position Year Salary Bonus SARs (#) Compensation
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Fred P. Lampropoulos 2002 $305,000 $266,400 10,000 17,059 (1)(2)
Chairman of the Board, 2001 305,000 180,400 128,125 (3)(4) 33,021 (1)(2)
Chief Executive Officer and President 2000 305,000 25,450 74,219 (3) 22,843 (1)(2)
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Brian L. Ferrand 2002 250,000 148,000 10,000 18,039 (1)
Vice President of Sales 2001 250,000 100,000 41,188 (3)(4) 13,584 (1)(2)
2000 200,000 40,377 23,438 (3) 15,522 (1)(2)
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Bryan R. Lampropoulos 2002 329,318 (5) 0 18,635 (1)(2)(8)
Vice President OEM & 2001 306,469 (6) 34,750 (3)(4) 11,981 (1)(2)
International Sales & Marketing 2000 54,000 198,385 (7) 15,625 2,720 (2)
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Kent W. Stanger, C.P.A. 2002 200,000 91,020 10,000 5,115 (2)
Chief Financial Officer, 2001 200,000 61,500 71,875 (3)(4) 4,047 (2)
Secretary, Treasurer and Director 2000 200,000 10,000 42,969 (3) 12,361 (1)(2)
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B. Leigh Weintraub 2002 200,000 76,220 0 9,037 (1)(2)
Chief Operating Officer 2001 200,000 51,500 56,250 (3)(4) 3,955 (2)
2000 200,000 18,667 31,250 (3) 2,700 (1)(2)
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(1) Includes vacation paid with cash in lieu of benefit.

(2) Amounts shown reflect contributions made by the Company for the benefit of
the Named Officers under the formula plan provision of the Company's 401(k)
Profit Sharing Plan.

(3) All options amounts to reflect two 5-for-4 stock splits effective August
28, 2001 and April 12, 2002.

(4) 2001 options include the grant for 2002 granted on December 8, 2001.

(5) Bonus amount for 2002 is made up of $299,718 in commission and $29,600 in
bonus.

(6) Bonus amount in 2001 is made up of $286,469 in commission and $20,000 in
bonus.

(7) Bonus amount in 2000 is made up of $193,385 in commission and $5,000 in
bonus.

(8) Including income from the Company's Non-Qualified Employee Stock Purchase
Plan.

Option Grants in Last Fiscal Year

The following table sets forth individual grants of stock options made
to the Named Officers during the fiscal year ended December 31, 2002. As of
December 31, 2002, the Company had not granted any stock appreciation rights.
The exercise price of all options granted during the year ended December 31,
2002 was not less than the market price of the Common Stock as of the date of
grant.

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Potential Realizable
Percent of Value at Assumed Annual
Number of Total Options Rates of Stock Price
Securities Granted to Appreciation for
Underlying Employees Option Term
Options in Fiscal Exercise Expiration ----------------------------
Name Granted Year Price Date 5% 10%
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Fred P. Lampropoulos ....... 10,000 12.5% 16.99 05/23/12 $106,849 270,777

Brian L. Ferrand ........... 10,000(1) 12.5% 16.99 05/23/12 106,849 270,777

Bryan R. Lampropoulos ...... 0 0 0 -- 0 0

Kent W. Stanger, C.P.A. .... 10,000 12.5% 16.99 05/23/12 106,849 270,777

B. Leigh Weintraub ......... 0 0 0 -- 0 0

(1) Subject to a five-year vesting period, with 20% of the grant
vesting on each anniversary of the grant date.

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Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

The following table sets forth the number of shares of Common Stock
acquired during the fiscal year ended December 31, 2002 upon the exercise of
stock options, the value realized upon such exercise, the number of unexercised
stock options held on December 31, 2002 and the aggregate value of such options
held by the Named Officers:

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Number of
Shares Number of Unexercised Value of Unexercised
Acquired Value Options at In-the-Money Options
on Realized on December 31, 2002 (1) at December 31, 2002(2)
Name Exercise(1) Exercise Exercisable Unexercisable Exercisable Unexercisable
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Fred P. Lampropoulos ..... 74,219 $1,151,488 265,313 115,007 $4,106,441 $1,471,180
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Brian L. Ferrand ......... 23,437 332,254 8,437 42,189 100,087 404,329
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Bryan R. Lampropoulos .... 13,125 157,731 6,250 27,500 124,500 326,380
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Kent W. Stanger, CPA .... 27,344 447,538 118,516 47,345 1,749,934 569,080
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B. Leigh Weintraub ....... 19,625 295,341 14,830 47,345 191,599 596,080
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(1) All option amounts and prices have been adjusted to reflect two
5-for-4 stock splits effective August 28, 2001 and April 12, 2002.

(2) Reflects the difference between the exercise price of the options
granted and the value of the Common Stock on December 31, 2002.
The closing sale price of the Common Stock on December 31, 2002 as
reported by NASDAQ was $19.92 per share.

Change of Control Employment Agreements

The Board of Directors of the Company has approved Change of Control
Employment Agreements (the "Employment Agreements") for each of the Named
Officers. These Employment Agreements provide certain benefits in the event of a
change of control of the Company, as well as payments and benefits in the event
of termination of employment under certain circumstances.

The Employment Agreements provide for the continued employment of the
Named Officers for two years following a change of control (three years in the
case of Mr. Fred P. Lampropoulos) (the "Employment Period") in essentially the
position held prior to the change of control and at an annual base salary and
average annual bonus based on the salary paid during the last fiscal year and
the average of the bonuses paid during the three fiscal years prior to the
change of control. In addition, during the Employment Period, the Named Officers
are entitled to participate in all retirement plans, benefit plans and other
employee benefits in effect prior to the change of control or, if more
favorable, in those benefit programs provided to employees after the change of
control.

Upon termination of employment by the Company following a change of
control, other than for death, disability or cause, or if the Named Officer
terminates employment for good reason, the Named Officer is entitled to receive
the sum of (i) his or her base salary and bonus through the date of termination
(ii) any accrued or deferred compensation or benefits, (iii) an amount equal to
the Named Officer's annual base salary and average annual bonus multiplied by
the number of whole or fractional years remaining in the Employment Period, and
(iv) continued coverage during the remainder of the Employment Period under the
Company's benefit plans, programs, practices or policies. The Employment
Agreements provide that the Named Officers may voluntarily terminate employment
during a 30-day window period following the first 12 months of the Employment
Period and that such a termination will be deemed for good reason. If
termination of the employment of a Named Officer occurs which is not related to
a change of control and is for other than death, disability or cause, the Named
Officer is entitled to receive the sum of (i) and (ii) above, plus a sum equal
to his or her annual base compensation and average bonus (based on the base
salary paid during the last fiscal year and bonuses paid during the last three
fiscal years).

If termination of employment of a Named Officer occurs by reason of
death or disability, he or she shall be entitled to payment of base salary and
bonus through the date of termination, any deferred or accrued benefits, and
such other death or disability benefits equal to the most favorable benefits
provided by the Company to other employees and their families. If the Named
Officer is terminated for cause during the Employment Period, the Company shall
be obligated to pay to the Named Officer his or her annual base salary through
the date of termination, the amount of any compensation previously deferred, and
any other benefits due through the date of termination, in each case to the
extent not previously paid.

Report of the Executive Compensation Committee

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, that incorporates by reference, in whole
or in part, subsequent filings including, without limitation, this Proxy
Statement, the following Report of the Executive Compensation Committee the
report of the Audit Committee and the Performance Graph set forth on page 11
hereof shall not be deemed to be incorporated by reference into any such
filings.

General. The Company's executive compensation program is administered by the
Executive Compensation Committee, which is responsible for establishing the
policies and amounts of compensation for the Company's executive officers. The
Executive Compensation Committee, composed of three independent directors, has
oversight responsibility for executive compensation and the executive benefit
programs of the Company.

Executive Compensation Principles. The Company's executive compensation program
is designed to align executive compensation with the values, objectives and
performance of the Company. The executive compensation program is designed to
achieve the following objectives:

< Attract and retain highly qualified individuals who are capable of
making significant contributions to the long-term success of the
Company;

< Reward executive officers for long-term strategic management and
the enhancement of shareholder value; and

< Promote a performance-oriented environment that encourages Company
and individual achievement.

Executive Compensation Program. The Company's executive compensation
program consists of both cash and equity-based compensation. The components of
the Company's executive compensation program and the policies which govern their
implementation are outlined briefly below.

Cash Compensation. The Company's cash compensation policy is designed
to provide competitive levels of compensation to attract and retain qualified
individuals and to reward individual initiative and achievement. The Company's
existing executive compensation program is a base compensation plan with a bonus
compensation element.

The salary for Fred P. Lampropoulos, President and Chief Executive
Officer, is based generally upon comparisons with levels of compensation paid to
Chief Executive Officers of other comparably sized medical device manufacturers.
The overall performance of the Company and the Company's progress toward
achieving specific objectives are also important factors in setting compensation
for Mr. Lampropoulos.

Cash compensation for executive officers other than the Chief
Executive Officer is based generally upon comparisons with comparably sized
medical device manufacturers and is targeted at the mid-range of the salary
levels of those manufacturers. Compensation of executive officers is based, in
part, upon their respective responsibilities as compared to similar positions in
comparable companies. The Executive Compensation Committee also considers
individual merit and the Company's performance. It is the practice of the
Committee to solicit and review recommendations of the Chief Executive Officer
when determining salary levels for executive officers other than the Chief
Executive Officer.

The Executive Compensation Committee created an annual incentive bonus
program for the Chief Executive Officer. In 2002, Mr. Lampropoulos qualified for
98% of the maximum bonus when he achieved or exceeded 100% of the goals in each
of the eight categories: total revenues; new product revenues; gross margin; net
income; inventory turns; cost savings projects; obsolescence reduction; and
stock price compared to the Russell 2000 Stock Index. In order to increase
profitability and maximize shareholder value, the Executive Compensation
Committee reduced the number of categories in 2003 to: revenue growth; earnings
per share; and the total completion of 3 major projects. For 2003, Mr.
Lampropoulos will be entitled to receive base incentive compensation of
$150,000, if the Company achieves 100% of these goals. If 100% of a particular
category is not achieved, no portion of the base incentive compensation will be
paid for that category. The total cap on incentive compensation which Mr.
Lampropoulos will be eligible to receive for the 2003 fiscal year is $180,000,
provided that Mr. Lampropoulos achieves 120% or better of all goal targets for
each of the three categories. In addition, the Board of Directors may in its
discretion declare and pay to the Chief Executive Officer additional bonus
amounts in recognition of exceptional performance.

Equity-Based Compensation. The Company has adopted various
stock-based compensation plans that are designed to promote and advance the
interest of the Company and its shareholders by strengthening the mutuality of
interests between the executive officers of the Company and the Company's
shareholders. Since executive incentive compensation is based on shares of
Common Stock, the value of those awards to executive officers increases as the
value of the Common Stock increases. During the 2002 fiscal year, discretionary
option grants were made to the Vice President of Sales.

Benefits. The Company's policy is to provide an attractive benefit
package to all employees. Executive officers of the Company are generally
eligible to participate, on the terms and conditions applicable to all eligible
employees of the Company, in the Merit Medical Systems 401(k) Profit Sharing
Plan, a contributory savings and profit sharing plan for all Company employees
over the age of 18. Certain executive officers may elect to defer certain awards
or compensation under the Company's employee benefit plans.

EXECUTIVE COMPENSATION COMMITTEE

James J. Ellis, Chairman
Richard W. Edelman
Rex C. Bean

Report of the Audit Committee.

The Audit Committee met three times during the 2002 year, to review the
Company's accounting practices and procedures, discuss the Company's accounting
practices and procedures with the Company's management and independent public
accountants and to review the quarterly and annual financial statements of the
Company, and all members attended. Additionally, the Audit Committee or Rex
Bean, its chairman, met with the Company's independent auditors and management
to review the financial information included in each Quarterly Report on Form
10-Q of the Company prior to filing with the Commission. The functions of the
Audit Committee are: (i) to review and approve the selection of, and all
services performed by, the Company's independent auditor; (ii) to review the
Company's internal controls; and (iii) to review, act and report to the Board of
Directors with respect to the scope of audit procedures, accounting practices
and internal accounting and financial controls of the Company. All members of
the Audit Committee are independent as defined in Rule 4200 (a) (14) of the
National Association of Securities Dealers listing standards.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditor is responsible for
performing an audit of the Company's financial statements in accordance with the
generally accepted auditing standards in the United States of America and for
expressing an opinion on those financial statements based on their audit. The
Audit Committee reviews these processes on behalf of the Board of Directors. In
this context, the Audit Committee has reviewed and discussed the audited
financial statements contained in the 2002 Annual Report on Form 10-K with the
Company's management and its independent auditor.

The Audit Committee also has discussed with the independent auditor the
matters required to be discussed by the Statement on Auditing Standards No. 61
(Communication with Audit Committee), as amended.

The Audit Committee has received the written disclosures and the letter
from the independent auditor required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as amended, and has
discussed with the independent auditor their independence. The Audit Committee
has also considered whether the provision of the services described below under
the captions Proposal No. 4 Ratification of Selection of Auditor, "Financial
Information Systems Design and Implementation Fees" and "All Other Fees" is
compatible with maintaining the independence of the independent auditor.

Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002, as filed with the Commission.

AUDIT COMMITTEE

Rex C. Bean, Chairman
James J. Ellis
Richard W. Edelman

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth information as of April 3, 2003, with
respect to the beneficial ownership of shares of the Common Stock by each person
known by the Company to be the beneficial owner of more than 5% of the Common
Stock, by each director, by each director nominee, by each Named Officer and by
all directors and executive officers as a group. Unless otherwise noted, each
person named has sole voting and investment power with respect to the shares
indicated. Percentages are based on 14,139,585 shares of Common Stock
outstanding.

----------------------------------------------------------------------------------------------------------------------
Beneficial Ownership
----------------------------------------------------------------------------------------------------------------------
Number of Percentage
Shares of Class
----------------------------------------------------------------------------------------------------------------------
Principal Shareholders

Fred P. Lampropoulos (1)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 914,581 6.3
Merit Medical Systems, Inc., 1600 West Merit Parkway, South Jordan, Utah

Barclays Global Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807,870 5.7
45 Fremont Street San Francisco, CA 94105

Officers and Directors

Fred P. Lampropoulos . . . . . . . . . . . . . . . . . . . . . . . . .(see above). .

Kent W. Stanger C.P.A (1)(2)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . 457,601 3.2

Rex C. Bean (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,475 1.8

James J. Ellis(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,063 *

Michael E. Stillabower M.D (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,563 *

Bryan R. Lampropoulos (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,435 *

B. Leigh Weintraub(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,732 *

Brian L. Ferrand(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,304 *

Richard W. Edelman)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,219 *

All executive officers and directors as a group (8 persons) 1,834,538 12.5%
----------------------------------------------------------------------------------------------------------------------

* Represents holdings of less than 1%

(1) The computations above include the following share amounts which are held
in the Company's 401(k) Profit Sharing Plan on behalf of participants
hereunder: Fred P. Lampropoulos, 30,734 shares; Kent W. Stanger, 26,566
shares ; Bryan R. Lampropoulos, 12,558 shares; B. Leigh Weintraub, 3,853
shares; Brian L. Ferrand, 10,867 shares; and all executive officers and
directors as a group, 72,078 shares.

(2) The computations above include the following share amounts which are
subject to options exercisable within 60 days of April 3, 2003, none of
which have been exercised: Fred P. Lampropoulos, 265,313 shares; Kent W.
Stanger, 118,516 shares; Rex C. Bean, 60,782 shares; James J. Ellis
47,500 shares; Michael E. Stillabower M.D., 49,063 shares; B. Leigh
Weintraub, 14,830 shares; Brian L. Ferrand, 8,437 shares; Richard W.
Edelman, 9,219 shares; and all executive officers and directors as a
group, 573,660 shares.

(3) Based on a Schedule 13D dated February 12, 2003, as filed with the
Commission.

GRAPHIC OMITTED: MERIT MEDICAL SYSTEMS, INC.
Comparison of Five-Year Cumulative Total Returns
Performance Graph

Prepared by the Center for Research in Security Prices
Produced on 04/04/03 including data to 12/31/02

The performance graph illustrates the cumulative value of $100.00 invested on
12/31/97, as follows:

--------------------------------------------------------------------------------------------
12/97 1/98 2/98 3/98 4/98 5/98 6/98 7/98 8/98 9/98

MERIT MEDICAL SYSTEMS 100.00 91.00 104.00 100.00 131.00 120.00 142.00 128.00 103.00 96.00
NASDAQ STOCK MARKET (U.S.) 100.00 103.17 112.86 117.04 119.02 112.40 120.25 118.84 95.28 108.50
NASDAQ MEDICAL EQUIPMENT 100.00 101.95 108.60 109.72 109.73 104.32 103.81 101.07 82.09 91.73

--------------------------------------------------------------------------------------------

10/98 11/98 12/98 1/99 2/99 3/99 4/99 5/99 6/99 7/99

MERIT MEDICAL SYSTEMS 86.00 87.00 106.00 94.00 88.00 92.00 82.00 92.00 79/75 84.00
NASDAQ STOCK MARKET (U.S.) 113.27 124.78 140.99 161.45 146.99 158.09 163.11 158.53 172.77 169.64
NASDAQ MEDICAL EQUIPMENT 91.53 103.99 113.33 117.05 108.80 117.88 127.51 127.68 138.61 142.93
--------------------------------------------------------------------------------------------

8/99 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00

MERIT MEDICAL SYSTEMS 104.00 97.00 100.00 104.00 116.00 118.00 128.00 158.00 76.00 78.00
NASDAQ STOCK MARKET (U.S.) 176.80 177.01 191.19 214.36 261.48 251.86 299.87 293.74 247.07 217.29
NASDAQ MEDICAL EQUIPMENT 139.15 131.28 124.16 134.43 134.83 136.39 159.45 158.00 145.48 146.07
--------------------------------------------------------------------------------------------

6/00 7/00 8/00 9/00 10/00 11/00 12/00 1/01 2/01 3/01

MERIT MEDICAL SYSTEMS 104.00 93.01 93.01 101.01 100.50 93.01 90.00 95.01 90.00 99.01
NASDAQ STOCK MARKET (U.S.) 255.45 242.13 270.78 235.61 216.25 166.61 157.77 176.87 136.92 117.74
NASDAQ MEDICAL EQUIPMENT 159.65 158.63 179.06 180.03 164.43 141.07 139.10 134.90 128.79 117.55
--------------------------------------------------------------------------------------------

4/01 5/01 6/01 7/01 8/01 9/01 10/01 11/01 12/01 1/02

MERIT MEDICAL SYSTEMS 112.00 124.00 144.00 201.60 315.60 380.00 305.80 293.40 373.60 333.00
NASDAQ STOCK MARKET (U.S.) 135.31 135.11 138.77 129.95 115.80 96.29 108.65 124.12 125.16 124.21
NASDAQ MEDICAL EQUIPMENT 129.94 141.13 149.66 148.56 141.25 132.02 138.61 141.24 152.93 152.43
--------------------------------------------------------------------------------------------

2/02 3/02 4/02 5/02 6/02 7/02 8/02 9/02 10/02 11/02

MERIT MEDICAL SYSTEMS 314.40 404.00 406.75 434.50 515.75 466.30 431.25 482.75 587.50 474.50
NASDAQ STOCK MARKET (U.S.) 111.29 118.59 108.74 103.95 94.53 85.90 84.99 75.85 86.21 95.82
NASDAQ MEDICAL EQUIPMENT 143.70 148.68 148.21 144.71 136.03 124.63 128.52 123.68 123.26 124.42
--------------------------------------------------------------------------------------------

12/02

MERIT MEDICAL SYSTEMS 498.00
NASDAQ STOCK MARKET (U.S.) 86.53
NASDAQ MEDICAL EQUIPMENT 123.78
--------------------------------------------------------------------------------------------

Begin: 12/31/1997
Period End: 12/31/2002
MERIT MED SYS INC End: 12/31/2002

Beginning
Transaction Closing No. Of Dividend Dividend Shares Ending Cum. Tot.
Date* Type Price** Shares*** per Share Paid Reinvested Shares Return
----------- ----------- -------- ---------- --------- -------- ---------- ------- ----------

31-Dec-97 Begin 4.000 25.00 25.000 100.00

31-Jan-98 MonthEnd 3.640 25.00 25.000 91.00

28-Feb-98 MonthEnd 4.160 25.00 25.000 104.00

31-Mar-98 MonthEnd 4.000 25.00 25.000 100.00

30-Apr-98 MonthEnd 5.240 25.00 25.000 131.00

31-May-98 MonthEnd 4.800 25.00 25.000 120.00

30-Jun-98 MonthEnd 5.680 25.00 25.000 142.00

31-Jul-98 MonthEnd 5.120 25.00 25.000 128.00

31-Aug-98 MonthEnd 4.120 25.00 25.000 103.00

30-Sep-98 MonthEnd 3.840 25.00 25.000 96.00

31-Oct-98 MonthEnd 3.440 25.00 25.000 86.00

30-Nov-98 MonthEnd 3.480 25.00 25.000 87.00

31-Dec-98 MonthEnd 4.240 25.00 25.000 106.00

31-Jan-99 MonthEnd 3.760 25.00 25.000 94.00

28-Feb-99 MonthEnd 3.520 25.00 25.000 88.00

31-Mar-99 MonthEnd 3.680 25.00 25.000 92.00

30-Apr-99 MonthEnd 3.280 25.00 25.000 82.00

31-May-99 MonthEnd 3.680 25.00 25.000 92.00

30-Jun-99 MonthEnd 3.190 25.00 25.000 79.75

31-Jul-99 MonthEnd 3.360 25.00 25.000 84.00

31-Aug-99 MonthEnd 4.160 25.00 25.000 104.00

30-Sep-99 MonthEnd 3.880 25.00 25.000 97.00

31-Oct-99 MonthEnd 4.000 25.00 25.000 100.00

30-Nov-99 MonthEnd 4.160 25.00 25.000 104.00

31-Dec-99 MonthEnd 4.640 25.00 25.000 116.00

31-Jan-00 MonthEnd 4.720 25.00 25.000 118.00

29-Feb-00 MonthEnd 5.120 25.00 25.000 128.00

31-Mar-00 MonthEnd 6.320 25.00 25.000 158.00

30-Apr-00 MonthEnd 3.040 25.00 25.000 76.00

31-May-00 MonthEnd 3.120 25.00 25.000 78.00

30-Jun-00 MonthEnd 4.160 25.00 25.000 104.00

31-Jul-00 MonthEnd 3.720 25.00 25.000 93.01

31-Aug-00 MonthEnd 3.720 25.00 25.000 93.01

30-Sep-00 MonthEnd 4.040 25.00 25.000 101.01

31-Oct-00 MonthEnd 4.020 25.00 25.000 100.50

30-Nov-00 MonthEnd 3.720 25.00 25.000 93.01

31-Dec-00 MonthEnd 3.600 25.00 25.000 90.00

31-Jan-01 MonthEnd 3.800 25.00 25.000 95.01

28-Feb-01 MonthEnd 3.600 25.00 25.000 90.00

31-Mar-01 MonthEnd 3.960 25.00 25.000 99.01

30-Apr-01 MonthEnd 4.480 25.00 25.000 112.00

31-May-01 MonthEnd 4.960 25.00 25.000 124.00

30-Jun-01 MonthEnd 5.760 25.00 25.000 144.00

31-Jul-01 MonthEnd 8.064 25.00 25.000 201.60

31-Aug-01 MonthEnd 12.624 25.00 25.000 315.60

30-Sep-01 MonthEnd 15.200 25.00 25.000 380.00

31-Oct-01 MonthEnd 12.232 25.00 25.000 305.80

30-Nov-01 MonthEnd 11.736 25.00 25.000 293.40

31-Dec-01 MonthEnd 14.944 25.00 25.000 373.60

31-Jan-02 MonthEnd 13.320 25.00 25.000 333.00

28-Feb-02 MonthEnd 12.576 25.00 25.000 314.40

31-Mar-02 MonthEnd 16.160 25.00 25.000 404.00

30-Apr-02 MonthEnd 16.270 25.00 25.000 406.75

31-May-02 MonthEnd 17.380 25.00 25.000 434.50

30-Jun-02 MonthEnd 20.630 25.00 25.000 515.75

31-Jul-02 MonthEnd 18.652 25.00 25.000 466.30

31-Aug-02 MonthEnd 17.250 25.00 25.000 431.25

30-Sep-02 MonthEnd 19.310 25.00 25.000 482.75

31-Oct-02 MonthEnd 23.500 25.00 25.000 587.50

30-Nov-02 MonthEnd 18.980 25.00 25.000 474.50

31-Dec-02 End 19.920 25.00 25.000 498.00

* Specified ending dates or ex-dividends dates.
** All Closing Prices and Dividends are adjusted for stock splits and stock
dividends.
*** 'Begin Shares' based on $100 investment.

PROPOSAL NO. 2 - AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors has proposed to amend the Articles of
Incorporation of the Company for the purpose of increasing the number of
authorized shares of Common Stock from 20 million shares to 50 million shares
(the "Articles Amendment"). A copy of the proposed Articles Amendment is
attached hereto as Appendix A. If the Articles Amendment is approved at the
Annual Meeting, the Company intends to promptly sign the Articles Amendment and
file the same with the Utah Division of Corporations and Commercial Code.

The Board of Directors recommends that shareholders vote FOR the
Articles Amendment.

Effect and Purpose of Proposed Articles Amendment

The effect of the proposed Articles Amendment is to increase the number
of shares of Common Stock the Company is authorized to issue to 50 million
shares. Under the Articles of Incorporation, the Company is presently authorized
to issue 20 million shares of Common Stock and 5 million shares of preferred
stock, no par value (the "Preferred Stock"). Of the authorized shares of Common
Stock, 14,139,585 were issued and outstanding as of April 3, 2003. An additional
2.9 million shares are subject to outstanding options or warrants or are
reserved for the grant of future awards pursuant to the Merit Medical Systems,
Inc. 1999 Omnibus Stock Incentive Plan and the Merit Medical Systems, Inc.
Long-term Incentive Stock Option Plan. None of the authorized shares of
Preferred Stock are issued, outstanding or subject to any outstanding options or
warrants or reserved for any specific purpose, except that 1,000,000 shares of
Preferred Stock are designated as Series A Junior Participating Preferred Stock
and are reserved for issuance pursuant to a Rights Agreement dated August 27,
1997, between the Company and Zions First National Bank.

The Board of Directors has approved the Articles Amendment, and is
recommending it for approval by the shareholders, because the Board of Directors
is concerned that the number of shares of Common Stock currently available for
issuance may prove insufficient for acquisition, stock split and other
opportunities that may arise during the next few years. The Company has effected
a 5:4 forward stock split twice during the past few years. In addition, the
Company has used shares of Common Stock to acquire other businesses or their
assets and has used options on shares of Common Stock to provide incentive
compensation to the Company's directors, officers, employees and other service
providers. The Board of Directors believes that these past issuances of Common
Stock have benefited the shareholders of the Company by permitting the Company
to continue to expand its operations and attract talented service providers. The
Board of Directors anticipates that, in the next few years, the Company may
effect additional forward stock splits, acquire additional businesses or assets,
or grant incentive awards to service providers of the Company. The Board of
Directors may also determine to use additional authorized shares of Common Stock
for other purposes, such as raising capital. The purpose of the Articles
Amendment is to ensure that a sufficient number of shares of Common Stock are
available for the above described, and other possible, transactions during the
next few years.

Effect of Future Issuances of Common Stock

The authorized number of shares of Common Stock represents the maximum
number of shares of Common Stock that the Board of Directors can issue without
obtaining shareholder approval to amend the Articles of Incorporation to
increase such number. If the Articles Amendment is approved, the number of
additional shares of Common Stock available for issuance by the Board of
Directors without further shareholder approval will increase from approximately
3 million shares to approximately 33 million shares (taking into account all
shares issued, outstanding or reserved for issuance). Each time additional
shares of Common Stock are issued, the voting rights, dividend rights and other
rights of each previously issued share of Common Stock are reduced
proportionately. If the Articles Amendment is approved, the current holders of
the Common Stock may experience dilution as additional shares of Common Stock
are issued in the future.

PROPOSAL NO. 3 -- AMENDMENT TO THE MERIT MEDICAL SYSTEMS, INC.
1999 OMNIBUS STOCK INCENTIVE PLAN

The Board of Directors has adopted an amendment (the "Plan Amendment")
to the Merit Medical Systems, Inc. 1999 Omnibus Stock Incentive Plan (the
"Incentive Plan"), to increase the number of shares available under the
Incentive Plan from 2,500,000 shares of Common Stock to 4,500,000 shares of
Common Stock. The Plan Amendment effects no other changes to the Incentive Plan.
If the Plan Amendment is not approved, the Incentive Plan will remain in effect
in its present form. The terms of the Incentive Plan are summarized below.
Capitalized terms used herein will, unless otherwise defined, have the meanings
assigned to them in the text of the Incentive Plan.

The Board of Directors recommends that shareholders vote FOR the Plan
Amendment.

General

The Incentive Plan is intended to promote the interests of the Company
and its shareholders by providing directors, officers, employees and others who
are expected to contribute to the success of the Company with appropriate
incentives and rewards to encourage them to enter into and continue in the
employ of the Company and to acquire a proprietary interest in the long-term
success of the Company thereby aligning their interest more closely to the
interests of the shareholders. Persons eligible for grants under the Incentive
Plan include 6 directors, approximately 1,100 officers and employees that are
not directors and an indeterminable number of consultants and others who may
contribute to the long-term success of the Company.

The Incentive Plan is intended to comply with the requirements of Rule
16b-3 ("Rule 16b-3") promulgated under the Exchange Act. In addition, the
Incentive Plan is intended to provide performance-based compensation so as to be
eligible for an exemption from the deduction limitations contained in Section
162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)").
Section 162(m) denies a deduction by an employer for certain compensation in
excess of $1 million per year paid by a publicly traded corporation to persons
who would qualify as the "Named Officers" of the Company in any given year.
Certain compensation, including compensation based on the attainment of
performance goals, is excluded from, this deduction limit if certain
requirements are met. Among the requirements for compensation to qualify for
this exception is that the material terms pursuant to which the compensation is
to paid be disclosed to and approved by the shareholders in a separate vote
prior to the payment. Accordingly, if the Plan Amendment is approved by
shareholders and the other conditions of Section 162(m) relating to
performance-based compensation are satisfied, compensation paid to persons that
would qualify as Named Officers pursuant to the Incentive Plan will not be
subject to the deduction limit of Section 162(m).

Summary of Terms

The Incentive Plan presently authorizes an aggregate of 2,500,000
shares of Common Stock that may be subject to awards, subject to adjustment as
described below. If the Plan Amendment is approved, the number of shares of
Common Stock authorized for awards under the Incentive Plan will increase to
4,500,000 shares. As of April 3, 2003, there were only 334,153 shares of Common
Stock available for issuance upon the exercise of awards granted under the
Incentive Plan.

Shares issued pursuant to the Incentive Plan may be authorized and
unissued shares, treasury shares or shares acquired by the Company for purposes
of the Incentive Plan. Generally, shares subject to an award that remain
unissued upon expiration or cancellation of the award will be available for
other awards under the Incentive Plan. The total number of shares of Common
Stock subject to awards (including awards paid in cash but denominated in shares

of Common Stock) granted to any participant in the Incentive Plan during any
taxable year of the Company may not exceed 200,000. In the event that the
Executive Compensation Committee of the Board of Directors (the "Committee")
determines that any dividend or other distribution, stock split,
recapitalization, reorganization, merger or other similar corporate transaction
or event affects the Common Stock such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of participants under the
Incentive Plan, then the Committee will make such equitable changes or
adjustments as it deems necessary to the aggregate number of shares available
under the Incentive Plan, the limit on individual awards, the number of shares
subject to each outstanding award, and the exercise price of each outstanding
option or stock appreciation right.

Awards under the Incentive Plan may be made in the form of (i) stock
options that qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended, (ii) options other than incentive
stock options ("non-qualified stock options"), (iii) stock appreciation rights,
(iv) restricted stock, (v) phantom bonuses. Awards may be granted to such
directors, officers, employees and others expected to contribute to the
long-term success of the Company and its subsidiaries as the Committee shall, in
its discretion, select.

The Incentive Plan is administered by the Committee, which is, at all
times, required to consist of two or more persons each of whom in an "outside
director" within the meaning of Section 162(m) and a non-employee director
within the meaning of Rule 16b-3. The Committee is authorized, among other
things, to construe, interpret and implement the provisions of the Incentive
Plan, to select the persons to whom awards will be granted, to determine the
terms and conditions of such awards and to make all other determinations deemed
necessary or advisable for the administration of the Incentive Plan.

Awards Under the Incentive Plan

Stock Options. Unless the Committee expressly provides otherwise, an
option granted under the Incentive Plan will not be exercisable prior to one
year after the date of grant and will become exercisable as to 20% of the shares
subject thereto on each of the first through fifth anniversaries of the grant.
The Committee determines each option's expiration date; provided; however, that
no incentive stock opinion may be exercised more than ten years after the date
of grant. The purchase price per share payable upon the exercise of an option
(the "option exercise price") is to be established by the Committee, but may be
no less than the fair market value of a share of Common Stock on the date of
grant. The option exercise price is payable (i) in cash, by certified check,
bank cashier's check or wire transfer, (ii) by delivering instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds to
pay the full amount of the Purchase Price, (iii) by delivering shares of Common
Stock owned by the participant with appropriate stock powers, (iv) by electing
to have the Company retain shares of Common Stock which would otherwise be
issued on the exercise of the Option, (v) any combination of the foregoing forms
or (vi) by such other payment method as the Committee may prescribe.

Stock Appreciation Rights. Stock appreciation rights may be granted in
connection with all or any part of, or independently of, any option granted
under the Incentive Plan. A stock appreciation right granted independently of
any option will be subject to the same vesting rules as described above for
options. A stock appreciation right granted in tandem with any stock options
will be exercisable only when and to the extent the option to which it relates
is exercisable. The grantee of a stock appreciation right has the right to
surrender the stock appreciation right and receive from the Company, in cash, an
amount equal to the excess of the fair market value of a share of Common Stock
over the exercise price of the stock appreciation right for each share of Common
Stock in respect of which such stock appreciation right is being exercised.

Restricted Stock. The Committee may grant restricted shares of Common
Stock to such persons, in such amounts, and subject to such terms and conditions
(including the attainment of performance goals) as the Committee determines in
its discretion. Awards of Restricted Stock granted to executive officers of the
Company must be contingent on the attainment by the Company or a subsidiary of
the Company, if applicable of one or more pre-established performance goals (the
"Performance Goals") established by the Committee. The Performance Goals may be
based on the attainment by the Company (and/or its subsidiaries, if applicable)
of any one or more of the following criteria: (i) a specified percentage return
on total stockholder equity of the Company; (ii) a specified percentage increase
in earnings per share of Common Stock from continuing operations of Common
Stock; (iii) a specified percentage increase in net income of the Company; and
(iv) a specified percentage increase in profit before taxation of the Company.

Phantom Stock. The Committee may grant shares of phantom stock to such
persons, in such amounts, and subject to such terms and conditions (including
the attainment of performance goals) as the Committee shall determine in its
discretion. If the requirements specified by the Committee are met, the grantee
of such an award will receive a cash payment equal to the fair market value of a
number of shares of Common Stock equal to the number of shares of phantom stock
covered by the award plus the dividends that would have been paid on such shares
had they actually been outstanding shares of Common Stock following the grant
date. Awards of phantom stock granted to executive officers of the Company must
be contingent on the attainment by the Company or a subsidiary of the Company,
if applicable, of any one or more of the Performance Goals noted above.

Stock Bonus. The Committee may grant bonuses comprised of shares of
Common Stock free of restrictions to such persons, in such amounts, as the
Committee shall determine in its discretion. No Executive Officer is eligible to
receive a Stock Bonus under the Incentive Plan unless a prior determination of
eligibility is made by the Committee.

The Board may suspend, discontinue, revise, terminate or amend the
Incentive Plan at any time; provided, however, that shareholder approval must be
obtained if and to the extent that the Board deems it appropriate to satisfy
Section 162(m). In the event of a Change in Control, all outstanding awards will
become fully vested and/or immediately exercisable.

Plan Benefits

Inasmuch as awards under the Incentive Plan will be granted at the sole
discretion of the Committee and performance goal criteria may vary from year to
year and from participant to participant, the Company cannot now determine the
exact number of incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock, phantom stock and stock bonuses to be
granted in the future to each of the Named Officers, to all current executive
officers as a group, to all non-executive officer directors as a group or to all
non-executive officer employees as a group. See "Officer Compensation-Options
Granted in Last Fiscal Year" above for the number of options granted under the
Incentive Plan to the Named Officers in the year ended December 31, 2002. During
the year ended December 2002, options to purchase 30,000 shares of Common Stock
were granted to all current officers as a group.

Equity Compensation Plan Information

Set forth below is certain information about the number of shares of
Common Stock subject to options, warrants and other rights granted, or that may
be granted, under the Company's compensation plans as of December 31, 2002.

Equity Compensation Plan Information
Number of
securities remaining
available for future
Number of issuance under
securities to be equity compensation
issued upon exercise plans (excluding
of outstanding Weighted-average securities
options, warrants outstanding options, reflected
Plan category and rights warrants and rights in column (a))
------------- ----------------------- ----------------------------- ---------------------------
(a) (b) (c)

Equity
Compensation
Plans approved by
Security holders 2,071,070 $7.04 1,165,755 (1)(2)
----------------------- ----------------------------- ---------------------------

Equity
Compensation
Plans not approved
By security holders 242,908 (3) $3.90 0
----------------------- ----------------------------- ---------------------------
Total 2,313,978 $5.86 1,165,755 (1)(2)
----------------------- ----------------------------- ---------------------------

(1) On February 6, 2003, the Company granted 499,755 options, reducing the
number of options available under the Incentive Plan to 334,153.

(2) Includes 331,847 shares available to be issued under the Company's
Employee Stock Purchase Plans.

(3) On January 13, 2003, all the warrants were exercised and 242,908 shares of
Common Stock were issued.

PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF AUDITOR

The Audit Committee has recommended, and the Board of Directors has
selected, the firm of Deloitte & Touche LLP, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 2003, subject to ratification by the Company's
shareholders. Deloitte & Touche LLP has acted as independent auditor for the
Company since 1987. The Board of Directors anticipates that one or more
representatives of Deloitte & Touche LLP will be present at the Annual Meeting
and will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.

The Board of Directors recommends that shareholders vote FOR
ratification of the appointment of Deloitte & Touche as the Company's
independent auditor.

Audit Fees

The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the year ended December 31, 2002, and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for that fiscal year were approximately $125,000.

Financial Information Systems Design and Implementation Fees

There were no services provided by Deloitte for professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended December 31, 2002.

All Other Fees

The aggregate fees billed by Deloitte for all other non-audit services,
for the fiscal year ended December 31, 2002, were approximately $96,000.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence
and has concluded that it is compatible.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of
no other matters to be presented for action at the Annual Meeting. If, however,
any further business should properly come before the Annual Meeting, the persons
named as proxies in the accompanying form will vote on such business in
accordance with their best judgment.

PROPOSALS OF SHAREHOLDERS

In order to be included in the proxy statement and form of proxy
relating to the Company's annual meeting of shareholders to be held in 2004,
proposals which shareholders intend to present at the Annual Meeting of
Shareholders to be held in calendar year 2004 must be received by Kent W.
Stanger, Chief Financial Officer, Secretary and Treasurer of the Company, at the
Company's executive offices (1600 West Merit Parkway, South Jordan, Utah 84095)
no later than December 31, 2003. Pursuant to rules adopted by the Commission, if
a shareholder intends to propose any matter for a vote at the Company's annual
meeting of shareholders to be held in the 2004 calendar year, but fails to
notify the Company of such intention prior to March 15, 2004, then a proxy
solicited by the Board of Directors may be voted on such matter in the
discretion of the proxy holder, without discussion of the matter in the proxy
statement soliciting such proxy and without such matter appearing as a separate
item on the proxy card.

ADDITIONAL INFORMATION

The Company will provide without charge to any person from whom a proxy
is solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's 2002 Annual Report on Form 10-K, including the financial
statements and schedules thereto (as well as exhibits thereto, if specifically
requested), required to be filed with the Commission. Written requests for such
information should be directed to Kent W. Stanger, Chief Financial Officer,
Secretary and Treasurer of the Company, at the address on the first page hereof.

PROXY

MERIT MEDICAL SYSTEMS, INC.
1600 West Merit Parkway
South Jordan, Utah 84095

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Fred P. Lampropoulos and Kent W. Stanger,
and each of them, as proxies, with full power of substitution, and hereby
authorizes them to represent and vote, as designated below, all shares of the
Common Stock of Merit Medical Systems, Inc., a Utah corporation (the "Company"),
held of record by the undersigned on April 18, 2003, at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the offices of the Company on
May 22, 2003, at 3:00 P.M. local time, or at any adjournment or postponement
thereof, upon the matters set forth below, all in accordance with and as more
fully described in the accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement, receipt of which is hereby acknowledged.

1. Election of Two Directors, each to serve for a term of three years or
until his successor shall have been duly elected and qualified.

[ ] FOR all nominees listed below (except as marked to the contrary).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's named in the list
below.)

FRED P. LAMPROPOULOS KENT W. STANGER

2. The amendment of the Articles of Incorporation of the Company increasing
the number of authorized shares of common stock of the Company from 20
million shares to 50 million shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. The amendment to the Merit Medical Systems, inc. 1999 Omnibus Stock
Incentive Plan to increase the number of shares of common stock of the
Company available for issuance upon the exercise of awards granted under
such plan from 2,500,000 shares to 4,500,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. The proposal to ratify the appointment of Deloitte & Touche LLP as the
independent auditor of the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. In their discretion, the proxies are authorized to vote on matters
incident to the conduct of the Annual Meeting and upon such other business
as may properly come before the shareholders at the Annual Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF EACH OF THE TWO DIRECTOR NOMINEES, FOR THE AMENDMENT
TO THE ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK, FOR THE AMENDMENT TO THE MERIT MEDICAL SYSTEMS, INC. 1999 OMNIBUS
STOCK INCENTIVE PLAN INCREASING THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE
FOR ISSUANCE UPON THE EXERCISE OF AWARDS GRANTED UNDER SUCH PLAN, FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO BE THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003, AND IN THE
DISCRETION OF THE PROXIES, OR EITHER OF THEM, ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE SHAREHOLDERS AT THE ANNUAL MEETING.

Please complete, sign and date this proxy where indicated and return it
promptly in the accompanying prepaid envelope.

DATED: 2003
-------------------------- ----------------------------------------
Signature

----------------------------------------
Signature if held jointly

(Please sign above as the shares are issued. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.)

--------------------------------------------------------------------------------
Appendix A
--------------------------------------------------------------------------------
Form of Articles Amendment
--------------------------------------------------------------------------------

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MERIT MEDICAL SYSTEMS, INC.

May 22, 2003

In accordance with Section 16-10a-1006 of the Utah Revised Business Corporation
Act (the "Act"), MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the
"Corporation"), hereby declares and certifies as follows:

1. The name of the Corporation is MERIT MEDICAL SYSTEMS, INC.

2. The first full paragraph of Article IV of the Articles of Incorporation of
the Corporation shall be amended and replaced in its entirety as follows
(the "Amendment"):

The total number of shares of capital stock which the corporation shall
have the authority to issue is fifty-five million (55,000,000), of which
five million (5,000,000) shall be shares of preferred stock, no par value
(hereinafter called "Preferred Stock") and fifty million (50,000,000)
shall be shares of common stock, no par value (hereinafter called "Common
Stock").

3. The Amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.

4. The Amendment was adopted as of May 22, 2003 in accordance with the
provisions of the Act.

5. The designation, number of outstanding shares, number of votes entitled to
be cast, number of shares indisputably representing at the meeting at
which the Amendment was considered, and the total number of votes cast
for, and against, the Amendment by the sole voting group entitled to vote
on the Amendment were as follows:

==========================================================================================================================
Designation, Number of Outstanding Shares and Number of Votes Number of Votes Cast Number of Votes Cast
Number of Votes Indisputably For the Amendment Against the Amendment or
Entitled to be Cast by Sole Voting Group Represented at the Abstaining From Voting
Entitled to Vote on the Amendment Meeting
--------------------------------------------------------------------------------------------------------------------------

[___]shares of Common Stock [____] [____] [____]
==========================================================================================================================

The number of votes cast for the Amendment was sufficient for approval.

IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
Corporation as of the date first written above.

MERIT MEDICAL SYSTEMS, INC.,
a Utah corporation

By:______________________________

Its:______________________________

MAILING ADDRESS
---------------

If, upon completion of filing of the above Articles of Amendment, the Utah
Division of Corporations and Commercial Code elects to send a copy of the
Articles of Amendment to the Corporation by mail, the address to which the copy
should be mailed is:

Merit Medical Systems, Inc.
1600 Merit Parkway
South Jordan, Utah 84095
Attn: Kent W. Stanger