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): February 20, 2003
Commission File Number: 1-18592
Merit Medical Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0447695
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1600 W. Merit Parkway
South Jordan, Utah 84095-2415
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
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(801) 253-1600
N/A
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(Former name, former address, and formal fiscal year, if changed
since last report)
ITEM 11. TEMPORARY SUSPENSION OF TRADING
UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS
The Registrant sent the following notice on February 27, 2003 to its executive
officers and directors pursuant to Rule 104(b)(2) of Regulation BTR:
REQUIRED NOTICE OF SPECIAL TRADING RESTRICTIONS
UNDER RULE 104 OF SEC REGULATION BTR
In connection with a change in the outside administration and record
keeping company for the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan
and Trust (the "Plan"), the Plan will be entering a "blackout period" during
which Plan participants will not be able to change the investment of their Plan
account balances or take Plan loans or distributions. The Plan's blackout period
is expected to last from March 27, 2003 through April 18, 2003. Notice of the
Plan blackout was given to Plan participants on February 20, 2003.
Applicable federal securities law prohibits directors and executive
officers of Merit Medical Systems, Inc. from directly or indirectly purchasing,
selling, or otherwise acquiring or transferring any shares of Merit Medical
Systems, Inc. common stock or other equity securities of Merit Medical Systems,
Inc., including options to acquire common stock and other derivative securities,
during the Plan blackout period. This special trading restriction, which was
enacted as part of the Sarbanes-Oxley legislation last year, bars trades within
the Plan as well as trades outside the Plan and is in addition to the Company's
long-standing policy restricting insider trading during quarterly blackout
periods associated with the release of earnings data. Again, the Plan blackout
period, and thus the period in which you are prohibited from trading Company
shares, is expected to begin on March 27, 2003 and expected to end on April 18,
2003.
The special Sarbanes-Oxley trading restriction during the Plan blackout
period is subject to certain exceptions. For example, it does not apply to
certain gifts or forced sales. Nor does it apply to sales of securities that you
can prove through specific tracing were acquired other than in connection with
services rendered as an executive employee or director of the Company. The Plan
blackout period will overlap to a substantial degree with our regular quarterly
blackout on insider trading (to which the exceptions do not apply). Those
exceptions generally will be of little utility to you in this particular case.
If you have any questions regarding possible exceptions to the
Sarbanes-Oxley trading restrictions, the restriction itself, or the Plan
blackout period, please contact Rashelle Perry at 1600 West Merit Parkway, South
Jordan, Utah 84095 (telephone number 801-253-1600).
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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: February ___, 2003 MERIT MEDICAL SYSTEMS, INC.
By /s/ Kent W. Stanger
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Kent W. Stanger
(Chief Financial Officer
Principal Financial
and Accounting Officer)
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