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| MMSI > SEC Filings for MMSI > Form 8-K/A on 7-Mar-2013 | All Recent SEC Filings |
7-Mar-2013
Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements of Thomas Medical for the nine months ended September
30, 2012 and 2011 (unaudited) and year ended December 31, 2011, and notes
thereto with Report of Independent Auditors are included as Exhibit 99.2 to this
Current Report on Form 8-K/A.
As permitted by SEC Rule 3-05(b)(4)(iv), a separate audited balance sheet of
Thomas Medical Products, Inc. is not required to be filed with this report, as
Merit's most recent audited consolidated balance sheet as of December 31, 2012
is for a date after the date the Acquisition was consummated.
(b) Pro Forma Financial Information
The following Unaudited Pro Forma Combined Condensed Financial Statements are included as Exhibit 99.3 to this Current Report on Form 8-K/A:
i. Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2012
ii. Notes to the Unaudited Pro Forma Combined Condensed Statement of Operations
The unaudited pro forma financial information included as Exhibit 99.3 to this Current Report on Form 8-K/A has been prepared for the purpose of illustrating the pro forma effects of the Acquisition. The Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2012 gives effect to the Acquisition as if it had occurred at January 1, 2012. All pro forma information set forth in this Current Report on Form 8-K/A has been prepared for informational purposes only and does not purport to be indicative of the results that would have occurred if the Acquisition actually occurred on the date indicated or the results which may occur in the future.
(d) Exhibits
2.1 Stock Purchase Agreement dated November 26, 2012 by and between Merit
Medical Systems, Inc., and Vital Signs, Inc., (incorporated by reference
to Exhibit 2.1 to Merit's Amendment No. 2 to Current Report on Form 8-K/A
filed with the Securities and Exchange Commission on January 24, 2013).**
10.1 Amended and Restated Credit Agreement, dated as of December 19, 2012, by
and between Merit Medical Systems, Inc. and Wells Fargo Bank, National
Association (previously filed with the Initial Report).
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (filed herewith).
99.1 Press Release issued by Merit Medical Systems, Inc., dated December 19,
2012, entitled "Merit Medical Completes Acquisition of Thomas Medical
Products, Inc., a Unit of GE Healthcare" (previously filed with the
Initial Report).
99.2 Financial Statements of Thomas Medical Products, Inc., for the nine months
ended September 30, 2012 and 2011 (unaudited) and year ended December 31,
2011 (filed herewith).
99.3 Unaudited Pro Forma Combined Condensed Statement of Operations for the
year ended December 31, 2012 and notes thereto (filed herewith).
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** Certain confidential portions of this exhibit were omitted. This exhibit, with the omitted information, has been filed separately with the SEC pursuant to an Application for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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