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): October 22, 2003
Commission File Number: 1-18592
Merit Medical Systems, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Utah 87-0447695
------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1600 W. Merit Parkway
South Jordan, Utah 84095-2415
------------------------------------------ ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(801) 253-1600
--------------------------
N/A
-----------------------------------------------------
(Former name, former address, and formal fiscal year,
if changed since last report)
________________________________________________________________________________
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
________________________________________________________________________________
(c) Exhibits
99.1 Press release issued October 22, 2003
________________________________________________________________________________
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
________________________________________________________________________________
On October 22, 2003, Merit Medical Systems, Inc. ("Merit") issued a press
release announcing its financial results for the third quarter of 2003. The full
text of Merit's press release, and the related income statement and balance
sheet, are attached hereto as Exhibit 99.1.
Also, on the routine quarterly earnings conference call held at 3:00 p.m. MDT on
October 22, 2003, Fred P. Lampropoulos, Chairman and CEO, Merit Medical,
expressed his belief that the Company's gross margins for the fourth quarter of
2003 will be more in line with those of the Company's analysts. In addition,
Kent W. Stanger, the Company's Chief Financial Officer, also expressed his
belief that the Company's gross margins for fourth quarter 2003 will be
somewhere in the range of 44%, but we could see as high as 46%.
Notwithstanding these comments, the Company does not intend to adopt the
practice of commenting on the expectations of analysts.
The information being furnished under this item 12 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Forward Looking Statements
Statements in this Current Report on Form 8-K, including exhibits, that are not
purely historical facts, including statements regarding Merit's beliefs,
expectations, intentions or strategies for the future, may be "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the plans, intentions and
expectations reflected in or suggested by the forward-looking statements. Such
risks and uncertainties include, among others, market acceptance of Merit's
products, product introductions, potential product recalls, delays in obtaining
regulatory approvals, cost increases, fluctuations in and obsolescence of
inventory, price and product competition, availability of labor and materials,
development of new products and techniques that could render Merit's products
obsolete, product liability claims, infringing technology, inability to protect
Merit's proprietary technology, foreign currency fluctuations and changes in
health care markets related to health care reform initiatives. Additional
information with respect to the factors and events that could cause differences
between forward-looking statements and future rsults is contained in Merit's
filings with the Securities and Exchange Commission, including Merit's Annual
Report on Form 10-K for the year ended December 31, 2002. Merit undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.
2
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 23, 2003 MERIT MEDICAL SYSTEMS, INC.
By /s/ Kent W. Stanger
----------------------------------------------
Kent W. Stanger
(Chief Financial Officer
Principal Financial and Accounting Officer)
3