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MMSI > SEC Filings for MMSI > Form 8-K on 27-May-2009All Recent SEC Filings

Show all filings for MERIT MEDICAL SYSTEMS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MERIT MEDICAL SYSTEMS INC


27-May-2009

Entry into a Material Definitive Agreement, Change in Directors or Prin


Item 1.01 Entry into a Material Definitive Agreement.

The Board of Directors (the "Board") of Merit Medical Systems, Inc. (the "Company") adopted a Second Amendment (the "Amendment") to the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan (the "Incentive Plan") to be effective May 31, 2009, subject to the approval of the Company's shareholders. The Amendment modifies (i) increases the number of shares of the Company's common stock authorized for the grant of awards under the Incentive Plan from 1,500,000 shares to 3,000,000 shares, (ii) modifies the Incentive Plan's definition of "Change in Control" to eliminate the discretionary ability of the Board to determine that certain non-specified events constitute a Change in Control, and (iii) reduces the stock transfer threshold for determination of a Change in Control under the Incentive Plan from 50% of the total voting power of the Company's outstanding securities to 30% of the total voting power of the Company's outstanding securities.

On May 20, 2009, the Company's shareholders approved the Amendment and, accordingly, the Company anticipates that the Amendment will become effective May 31, 2009. A copy of the Amendment is attached hereto as Exhibit 10.1.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Under the terms of the Incentive Plan, the Company's employees, including the Company's principal executive and financial officers, may receive grants of Incentive Plan awards. The summary description of the Amendment found in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by this reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number                          Title of Document                          Location
10.1      Second Amendment to the Merit Medical Systems, Inc. 2006         Attached
          Long-Term Incentive Plan


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