MERIT MEDICAL SYSTEMS INC
10-K/A, 1998-04-03
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

|X|         Annual  report  pursuant  to Section  13 or 15(d) of the  Securities
            Exchange Act of 1934 for the fiscal year ended December 31, 1997 or

| |         Transition  report pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934.


                           MERIT MEDICAL SYSTEMS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

          Utah                          0-18592                   87-0447695
          ----                          -------                   ----------
(State or other jurisdiction      (Commission File No.)         (IRS Employer
    of incorporation)                                        Identification No.)

                             1600 West Merit Parkway
                            South Jordan, Utah 84095
          (Address of principal executive offices, including zip code)

         Registrant's telephone number, including area code: (801) 253-1600

         Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                      ----

         Securities registered pursuant to Section 12(g) of the Act:

                                                  Title of Class
                                                  --------------
                                            Common Stock, No Par Value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X|  No | |

         The aggregate  market value of the Common Stock held by  non-affiliates
of the Registrant,  based upon the closing sale price of the Common Stock on the
NASDAQ National Market System on March 26, 1998, was  approximately  $48,114,229
Shares of Common  Stock held by each officer and director and by each person who
may be deemed to be an affiliate have been excluded.

         As of March 26,  1998 the  Registrant  had  7,402,189  shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The  Registrant's  definitive  Proxy  Statement  relating to the Annual
Meeting of Shareholders  scheduled for May 27, 1998 is incorporated by reference
in Part III of this report.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|


                                                         

<PAGE>



                                   SIGNATURES


          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 29, 1998.

                                        MERIT MEDICAL SYSTEMS, INC.



                                        By:_____________________________________
                                            Fred P. Lampropoulos, President
                                              and Chief Executive Officer

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on March 29,1998.


           Signature                         Capacity in Which Signed
           ---------                         ------------------------




___________________________________     President, Chief Executive Officer 
Fred P. Lampropoulos                    and Director



___________________________________     Chief Financial Officer, Secretary, 
Kent W. Stanger                         Treasurer and Director (Principal 
                                        financial and accounting officer)


___________________________________     Director
Richard W. Edelman



___________________________________
Rex C. Bean                             Director



___________________________________
James J. Ellis                          Director



___________________________________
Michael E. Stillabower                  Director




                                       14
<PAGE>

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
- --------------------------------------------

Selected Financial Data
<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------------
                                               1997            1996            1995            1994           1993
- ---------------------------------------------------------------------------------------------------------------------

<S>                                       <C>             <C>             <C>             <C>            <C>         
Operating Data:

        Sales                             $ 60,579,011    $ 50,455,766    $ 42,587,284    $ 33,324,245   $ 25,431,180
        Cost of sales                       37,766,116      29,319,617      24,987,998      18,999,015     13,653,379
        Gross profit                        22,812,895      21,136,149      17,599,286      14,325,230     11,777,801
        Selling, general, and
                administrative expenses     15,726,651      14,311,049      12,808,805      10,232,215      7,836,018
        Research and
                development expenses         4,446,795       2,533,171       2,330,324       2,069,882      1,306,782
        Income from operations               2,639,449       4,291,929       2,460,157       2,023,133      2,635,001
        Other income (expense)                (863,933)       (661,777)       (459,462)        (29,868)         4,860
        Income before
                income tax expense           1,775,516       3,630,152       2,000,695       1,993,265      2,639,861
        Income tax expense                     944,981       1,277,431         700,418         775,453        799,650
        Minority interest in (income)
                loss of subsidiary             (33,003)       (190,113)        (79,040)         33,035
        Net income                             797,532       2,162,608       1,221,237       1,250,847      1,840,211
        Net income per share              $        .11    $        .31    $        .18    $        .19   $        .28
        Weighted average
                shares outstanding           7,369,668       7,051,911       6,851,164       6,678,041      6,679,758
Balance Sheet Data:
        Working capital                   $ 14,737,971    $ 12,761,211    $  9,518,971    $  9,032,899   $ 10,226,533
        Total assets                        45,269,678      41,718,553      34,503,858      27,024,267     20,479,384
        Long-term debt                       3,913,686       4,822,126       1,778,953         827,592        841,921
        Stockholders' equity              $ 25,802,149    $ 22,487,123    $ 19,264,525    $ 17,537,029   $ 15,705,152
</TABLE>



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