29 unchanged sentences
● a global or regional economic slowdown in any of our market segments;
−Removed: ● changes in government policies and regulations affecting the Company or its significant customers;
+Added: ● changes in government policies and regulations affecting Merit or its significant customers;
● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether;
10 unchanged sentences
For example, substantially all of our products are sterilized by only a few different entities.
−Removed: If any of these sterilizers goes
−Removed: out of business or fails to comply with quality or regulatory requirements, we may be unable to find a suitable supplier to replace them.
+Added: If any of these sterilizers goes out of business or fails to comply with quality or regulatory requirements, we may be unable to find a suitable supplier to replace them.
This could significantly delay or stop production and cause sales of such products to materially decline.
14 unchanged sentences
If we are unable to fully recover these costs through price increases or offset these increases through cost reductions, or we experience terminations or interruption of our relationships with our suppliers, we could experience lower margins and profitability, and our results of operations, financial condition and cash flows could be materially harmed.
+Added: Our international operations make us subject to the U.S.
+Added: Foreign Corrupt Practices Act and similar anti-bribery laws in non-U.S.
+Added: jurisdictions, and our failure, or the failure of our distributors and agents, to comply with these laws could subject us to civil and criminal penalties and adversely affect our business.
+Added: We currently conduct our business in various foreign countries, and we expect to continue to expand our foreign operations.
+Added: As a result, we are subject to the FCPA, the U.K.
+Added: Bribery Act, and similar anti-corruption laws in non-U.S.
+Added: jurisdictions.
+Added: These laws generally prohibit companies and their intermediaries from illegally offering things of value to any individual for the purpose of obtaining or retaining business.
+Added: Compliance with the FCPA and other anti-bribery laws presents challenges to our operations.
+Added: Our policies mandate compliance with the FCPA and all other applicable anti-bribery laws.
+Added: Further, we expect our employees, distributors, agents and others who work for us or on our behalf to comply with these anti-bribery laws.
+Added: Despite our training and compliance programs, our internal control policies and procedures may not always protect us from reckless or criminal acts committed by our employees, distributors or agents.
+Added: If our employees, distributors or agents violate the provisions of the FCPA or other anti-bribery laws, or even if there are allegations of such violations, we could be subject to investigations or civil and criminal penalties or other sanctions, which could have a material, adverse effect on our reputation, business, results of operations, financial condition or cash flows.
+Added: As disclosed in Note 10 “Commitments and Contingencies” to our consolidated financial statements, although we are unable to predict the scope, timing, significance or outcome of the SEC inquiry referenced in that note, the inquiry may cause a diversion of our management’s time and attention and could have a material adverse effect on our reputation, business, results of operations, financial condition or cash flows.
Second Amended and Restated Articles of Incorporation*
Third Amended and Restated Bylaws*
−Removed: Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.
−Removed: and Fred Lampropoulos.†
−Removed: Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.
−Removed: and Raul Parra.†
−Removed: Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.
−Removed: and each of the following individuals:
−Removed: Frost, Brian G.
−Removed: Lloyd, Robert J.
−Removed: Fredericks, Michel J.
−Removed: Voigt, and Joseph C.
+Added: Deferred Compensation Plan for Non-Employee Directors †
+Added: Performance Stock Unit Award Agreement (Three Year Performance Period) dated May 19, 2022 by and between Merit Medical Systems, Inc.
+Added: and Neil Peterson †
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: The following financial information from the quarterly report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: The following financial information from the quarterly report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL):
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
4 unchanged sentences
MERIT MEDICAL SYSTEMS, INC.
+Added: August 5, 2022
Lampropoulos, President and
Chief Executive Officer
+Added: August 5, 2022
/s/ RAUL PARRA
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.