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): July 16, 2015
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
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Utah | | 0-18592 | | 87-0447695 |
(State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
incorporation or organization) | | File Number) | | Identification No.) |
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1600 West Merit Parkway | | |
South Jordan, Utah | | 84095 |
(Address of principal executive offices) | | (Zip Code) |
(801) 253-1600
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 16, 2015, the Board of Directors (the "Board") of Merit Medical Systems, Inc. (the “Company”) expanded the size of the Board to eight directors and appointed F. Ann Millner, Regents Professor in Health Administrative Services at Weber State University, as a director of the Company. Dr. Millner also serves as a member of the Utah State Senate and a member of the Executive Committee of the Board of Trustees of Intermountain Health Care. Dr. Milner served previously as the President of Weber State University. Upon her appointment, Dr. Millner was appointed to serve on the Board’s Nominating and Corporate Governance Committee.
During her service as a director of the Company, Dr. Millner will be entitled to receive annual directors fees consistent with the Company’s then-current director compensation practices. For the period commencing upon her appointment as a director and continuing through the next annual meeting of the Company’s shareholders, Dr. Millner will be entitled to receive a pro-rated portion of the annual directors fee, which is currently equal to $60,000. Dr. Millner will also be eligible to participate as a non-employee director in the Company’s benefit plans, consistent with the Company's non-employee director compensation practices. At the time of her appointment, Dr. Millner was awarded an option to acquire 21,233 shares of the Company’s common stock, with an exercise price of $21.98 per share. The option has a term of seven years and is scheduled to become exercisable in five equal annual increments, commencing in July 2016.
Since the beginning of the Company’s last fiscal year, neither Dr. Millner, nor any of her immediate family members, has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) promulgated under Regulation S-K. There were no arrangements or understandings between Dr. Millner and any other person pursuant to which Dr. Millner was appointed as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On July 20, 2015, the Company issued a press release relating to the foregoing matters. A copy of that press release is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, entitled “Merit Medical Announces Appointment of New Independent Director” issued by Merit Medical Systems, Inc. dated July 20, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MERIT MEDICAL SYSTEMS, INC. |
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Date: July 21, 2015 | By: | /s/ Rashelle Perry |
| | Rashelle Perry |
| | Chief Legal Officer |
EXHIBIT INDEX
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EXHIBIT NUMBER | | DESCRIPTION |
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99.1 | | Press Release, entitled “Merit Medical Announces Appointment of New Independent Director” issued by Merit Medical Systems, Inc., dated July 20, 2015 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: | Anne-Marie Wright, Vice President, Corporate Communications |
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Phone: | (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
SOUTH JORDAN, Utah, - Merit Medical Systems, Inc. (NASDAQ:MMSI), a leading manufacturer and marketer of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and endoscopy, announced today that it has appointed F. Ann Millner to serve as an independent director of the Company. Millner will serve on the Board’s Nominating and Corporate Governance Committee.
Millner is a Regents Professor in Health Administrative Services and past President at Weber State University. She represents District 18 in the Utah State Senate and serves on the Executive Committee of the Board of Trustees at Intermountain Health Care. Millner received a bachelor’s degree from the University of Tennessee, a master’s degree from Southwest Texas State University and an Ed.D. from Brigham Young University.
“We are pleased to have Dr. Millner join our Board,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “Her vast experience in strategic planning at the university and community levels as well as her expertise in health care policy will provide valuable insight.”
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 200 individuals. Merit employs approximately 3,300 people worldwide, with facilities in South Jordan, Utah; Pearland, Texas, Richmond, Virginia; Malvern, Pennsylvania; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; and Rockland, Massachusetts.
Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit's forecasted revenues, net income, financial results or anticipated acquisitions, 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 Merit's Annual Report on Form 10-K for the year ended December 31, 2014. Such risks and uncertainties include risks relating to Merit's potential inability to successfully manage growth through acquisitions, including the inability to commercialize technology acquired through completed, proposed or future transactions; product recalls and product liability claims; expenditures relating to research, development, testing and regulatory approval or clearance of Merit's products and risks 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; compliance with governmental regulations and administrative procedures; potential restrictions on Merit's liquidity or its ability to operate its business in compliance with its current debt agreements; possible infringement of Merit's technology or the assertion that Merit's technology infringes the rights of other parties; the potential of fines, penalties or other adverse consequences if Merit's employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws and regulations; laws targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in, or failure to comply with, governing regulations; the effect of changes in tax laws and regulations in the United States or other countries; increases in the prices of commodity components; negative changes in economic and industry conditions in the United States and other countries; termination or interruption of relationships with Merit's suppliers, or failure of such suppliers to perform; fluctuations in Euro and GBP exchange rates; Merit's need to generate sufficient cash flow to fund its debt obligations, capital expenditures, and ongoing operations; concentration of Merit's revenues among a few products and procedures; development of new products and technology that could render Merit's existing products obsolete; market acceptance of new products; volatility in the market price of Merit's 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 Merit's Annual Report on Form 10-K for the year ended December 31, 2014 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 likely 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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