QUEST MEDICAL INC
10-C, 1995-04-07
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-C

                Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                              QUEST MEDICAL, INC.
                             One Allentown Parkway
                              Allen, Texas  75002
                                 (214) 390-9800

                     CHANGE IN NUMBER OF SHARES OUTSTANDING

The following indicates an increase of five percent or more in the number of
shares outstanding:

1.       Title of Security:  Common Stock, $.05 par value.

2.       Number of shares outstanding before the changes:  5,241,635

3.       Number of shares outstanding after the changes:  6,146,776

4.       Effective date of change:         (a) See Item 5(a) below.
                                           (b) March 31, 1995.

5.       Method of Change:
            a)      Shares issued upon exercise of stock options. Quest has 
                    issued 71,808 shares of its Common Stock from time to time 
                    since May 23, 1994 (the date of the last Form 10-C filing).
            b)      Quest issued 833,333 shares of its Common Stock in 
                    connection with its acquisition of Neuromed, Inc. on March 
                    31, 1995. The shares were issued from Quest's treasury 
                    shares.              
         
DATE:       April 7, 1995                         QUEST MEDICAL, INC.



                                                  by: /s/ F. Robert Merrill III
                                                      -------------------------
                                                      F. Robert Merrill III
                                                      Vice President-Finance/
                                                      Secretary and Treasurer


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