As filed with the Securities and Exchange Commission on December 3, 1999
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              ---------------------

                           Merit Medical Systems, Inc.
             (Exact name of registrant as specified in its charter)

                   Utah                               87-0447695
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)              Identification No.)


                              ---------------------


                             1600 West Merit Parkway
                            South Jordan, Utah 84095
                    (Address of Principal Executive Offices,
                               including Zip Code)

                              ---------------------


                           MERIT MEDICAL SYSTEMS, INC.
                        1999 OMNIBUS STOCK INCENTIVE PLAN

                              ---------------------

              Kent W. Stanger                           Copy to:
         Chief Financial Officer                     RICHARD G. BROWN
        Merit Medical Systems, Inc.          Parr Waddoups Brown Gee & Loveless
          1600 West Merit Parkway            185 South State Street, Suite 1300
          South Jordan, Utah 84095               Salt Lake City, Utah 84111
              (801) 253-1600                          (801) 532-7840
       (Name, address and telephone
        number, including area code,
            of agent for service)

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
========================================================================================================================


                                                                    Proposed          Proposed
                                                                    Maximum            Maximum            Amount of
                                            Amount to be         Offering Price       Aggregate       Registration Fee
 Title of Securities to be Registered        Registered           per Share(1)    Offering Price(1)          (1)
------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                       <C>             <C>                    <C>
Common Shares, no par value...........     1,600,000 shares          $6.72           $10,746,185            $3171
====================================== =======================  ================ =================== ===================
</TABLE>

(1)  Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 96,100
shares  of the  1,600,000  being  registered,  the  offering  price  per  share,
aggregate  offering price and registration fee have been calculated based on the
exercise  price at which  options with respect to such shares may be  exercised.
With respect to the remaining  1,503,900 shares being registered,  for which the
offering price is not known,  the offering price per share,  aggregate  offering
price and  registration fee are computed on the basis of the average of the high
and low prices for the  Registrant's  Common  Shares as  reported  by the NASDAQ
Stock Market (National Market) as of November 30, 1999.
                                        1

<PAGE>





--------------------------------------------------------------------------------

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ----------------


Item 2.  Registrant Information.*
         ----------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The  following  documents  filed by Merit  Medical  Systems,  Inc. (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998;

         (2)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended March 31, 1999;

         (3)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended June 30, 1999;

         (4)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended September 30, 1999;

         (5)      The Registrant's Current Report on Form 8-K dated September 7,
                  1999; and

         (6)      The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  filed
                  under the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange Act"), including any amendment or report filed under
                  the Exchange Act for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated  by  reference  herein shall be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained herein (or in any other  subsequently  filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

                                       2
<PAGE>

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Section  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court determines to be proper, except that indemnification with respect to


                                       3
<PAGE>


certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

         Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification  under Section 903 and is
entitled to apply for court ordered  indemnification  under Section 905, in each
case to the same extent as a director,  (ii) the  corporation  may indemnify and
advance expenses to an officer, employee,  fiduciary or agent of the corporation
to the same extent as a director, and (iii) a corporation may also indemnify and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

         The  Registrant's  Bylaws  provide that the  Registrant  shall,  to the
fullest extent permitted,  and in the manner required by the law of the State of
Utah,  indemnify  an  individual  made,  or  threatened  to be made a party to a
proceeding  because he is or was a director,  officer,  employee or agent of the
Registrant or of another enterprise at the request of the Registrant.

         The Registrant's  Articles of  Incorporation,  as amended and restated,
provide  that to the fullest  extent  permitted  by the Revised Act or any other
applicable law as now in effect or as it may hereafter be amended, a director of
the  Registrant  shall  not  be  personally  liable  to  the  Registrant  or its
shareholders  for  monetary  damages for any action taken or any failure to take
any action, as a director.  The extent to which the Revised Act permits director
liability to be eliminated is governed by Section 16-10a-841 of the Revised Act,
which provides that the liability of a director may not be eliminated or limited
for (i) the amount of  financial  benefit  received by a director to which he is
not entitled;  (ii) an intentional  infliction of harm on the corporation or its
shareholders;  (iii) a violation of Section  16-10a-842 of the Revised Act which
prohibits unlawful  distributions by a corporation to its shareholders;  or (iv)
an intentional violation of criminal law.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant   maintains   insurance  from  commercial  carriers  against  certain
liabilities which may be incurred by its directors and officers.

         The foregoing  description is necessarily general and does not describe
all details regarding the indemnification of officers,  directors or controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

Item 8.  Exhibits.
         ---------

         See the Exhibit Index on page 9.

                                       4
<PAGE>


Item 9.  Undertakings.
         -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Registrant will, unless in


                                       5
<PAGE>


the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       6
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of South Jordan, State of Utah, on November 24, 1999.

                 MERIT MEDICAL SYSTEMS, INC.


                 By:/s/ Fred P. Lampropoulos
                    ---------------------------------------------
                    Fred P. Lampropoulos, Chairman of the Board,
                    President and Chief Executive Officer


                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes  and appoints Fred P.
Lampropoulos  and Kent W.  Stanger,  and each of  them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

<TABLE>
<CAPTION>

             Signature                        Title                                   Date
             ---------                        -----                                   ----

<S>                               <C>                                            <C>
/s/ Fred P. Lampropoulos          Chairman of the Board, President               November 24, 1999
------------------------          and Chief Executive Officer
Fred P. Lampropoulos


/s/ Kent W.Stanger                Secretary-Treasurer, Chief                     November 24, 1999
------------------                Financial Officer and Director
Kent W. Stanger


/s/Michael E. Stillabower         Director                                       November 26, 1999
-------------------------
Michael E. Stillabower

/s/                               Director                                       November __, 1999
---------------
James J. Ellis

</TABLE>



                                       7
<PAGE>

<TABLE>
<CAPTION>

<S>                               <C>                                            <C>

/s/                               Director                                       November __, 1999
------------
Rex C. Bean

/s/ Richard W. Edelman            Director                                       November 24, 1999
----------------------
Richard W. Edelman

</TABLE>


                                        8

<PAGE>


                           MERIT MEDICAL SYSTEMS, INC.
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


    Regulation S-K                                                                                       Sequential
      Exhibit No.                                      Description                                        Page No.
----------------------      ----------------------------------------------------------------         ------------------
         <S>                <C>
         4.1*               Articles of  Incorporation  as amended and restated.                                 10
                            (Incorporated herein by reference from the Form 10-Q
                            filed by the  Registrant  for the Quarter ended June
                            30,  1996).  Amendment to Articles of  Incorporation
                            which became effective June 18, 1997.  (Incorporated
                            herein by reference  from the Form 10-Q filed by the
                            Registrant  for the  Quarter  ended June 30,  1997).
                            Amendement to Articles of Incorporation which become
                            effective September 11, 1997.
         4.2*               Bylaws of the Registrant.  (Incorporated by
                            reference from the Form S-18 filed by the
                            Registrant on October 19, 1989).
          5                 Opinion of Parr Waddoups Brown Gee & Loveless,                                       14
                            a professional corporation, as to the legality of the
                            securities offered.
         23.1               Consent of Deloitte & Touche LLP.                                                    15
         23.2               Consent of Parr Waddoups Brown Gee & Loveless,
                            a professional corporation (included in Exhibit No.
                            5).
          24                Powers of Attorney (included on page 7 hereof).
---------------------------------
* Incorporated by reference
</TABLE>


                                       9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25233}]
{"company-data": {"conformed-name": "MERIT MEDICAL SYSTEMS INC", "cik": "0000856982", "assigned-sic": "3841", "irs-number": "870447695", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92053", "film-number": "99768544"}, "business-address": {"street1": "1600 WEST MERIT PARK WAY", "city": "SOUTH JORDAN", "state": "UT", "zip": "84095", "phone": "8012531600"}, "mail-address": {"street1": "1600 WEST MERIT PARKWAY", "city": "SOUTH JORDAN", "state": "UT", "zip": "84095"}}
As filed with the Securities and Exchange Commission on December 3, 1999
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              ---------------------

                           Merit Medical Systems, Inc.
             (Exact name of registrant as specified in its charter)

                   Utah                               87-0447695
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)              Identification No.)

                              ---------------------

                             1600 West Merit Parkway
                            South Jordan, Utah 84095
                    (Address of Principal Executive Offices,
                               including Zip Code)

                              ---------------------

                           MERIT MEDICAL SYSTEMS, INC.
                        1999 OMNIBUS STOCK INCENTIVE PLAN

                              ---------------------

              Kent W. Stanger                           Copy to:
         Chief Financial Officer                     RICHARD G. BROWN
        Merit Medical Systems, Inc.          Parr Waddoups Brown Gee & Loveless
          1600 West Merit Parkway            185 South State Street, Suite 1300
          South Jordan, Utah 84095               Salt Lake City, Utah 84111
              (801) 253-1600                          (801) 532-7840
       (Name, address and telephone
        number, including area code,
            of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================

                                                                    Proposed          Proposed
                                                                    Maximum            Maximum            Amount of
                                            Amount to be         Offering Price       Aggregate       Registration Fee
 Title of Securities to be Registered        Registered           per Share(1)    Offering Price(1)          (1)
------------------------------------------------------------------------------------------------------------------------
Common Shares, no par value...........     1,600,000 shares          $6.72           $10,746,185            $3171
====================================== =======================  ================ =================== ===================
(1)  Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 96,100
shares  of the  1,600,000  being  registered,  the  offering  price  per  share,
aggregate  offering price and registration fee have been calculated based on the
exercise  price at which  options with respect to such shares may be  exercised.
With respect to the remaining  1,503,900 shares being registered,  for which the
offering price is not known,  the offering price per share,  aggregate  offering
price and  registration fee are computed on the basis of the average of the high
and low prices for the  Registrant's  Common  Shares as  reported  by the NASDAQ
Stock Market (National Market) as of November 30, 1999.
                                        1
--------------------------------------------------------------------------------

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information.*
         ----------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The  following  documents  filed by Merit  Medical  Systems,  Inc. (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998;

         (2)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended March 31, 1999;

         (3)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended June 30, 1999;

         (4)      The Registrant's Quarterly Report on Form 10-Q for the Quarter
                  ended September 30, 1999;

         (5)      The Registrant's Current Report on Form 8-K dated September 7,
                  1999; and

         (6)      The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  filed
                  under the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange Act"), including any amendment or report filed under
                  the Exchange Act for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated  by  reference  herein shall be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained herein (or in any other  subsequently  filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

                                       2
Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Section  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court determines to be proper, except that indemnification with respect to

                                       3
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

         Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification  under Section 903 and is
entitled to apply for court ordered  indemnification  under Section 905, in each
case to the same extent as a director,  (ii) the  corporation  may indemnify and
advance expenses to an officer, employee,  fiduciary or agent of the corporation
to the same extent as a director, and (iii) a corporation may also indemnify and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

         The  Registrant's  Bylaws  provide that the  Registrant  shall,  to the
fullest extent permitted,  and in the manner required by the law of the State of
Utah,  indemnify  an  individual  made,  or  threatened  to be made a party to a
proceeding  because he is or was a director,  officer,  employee or agent of the
Registrant or of another enterprise at the request of the Registrant.

         The Registrant's  Articles of  Incorporation,  as amended and restated,
provide  that to the fullest  extent  permitted  by the Revised Act or any other
applicable law as now in effect or as it may hereafter be amended, a director of
the  Registrant  shall  not  be  personally  liable  to  the  Registrant  or its
shareholders  for  monetary  damages for any action taken or any failure to take
any action, as a director.  The extent to which the Revised Act permits director
liability to be eliminated is governed by Section 16-10a-841 of the Revised Act,
which provides that the liability of a director may not be eliminated or limited
for (i) the amount of  financial  benefit  received by a director to which he is
not entitled;  (ii) an intentional  infliction of harm on the corporation or its
shareholders;  (iii) a violation of Section  16-10a-842 of the Revised Act which
prohibits unlawful  distributions by a corporation to its shareholders;  or (iv)
an intentional violation of criminal law.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant   maintains   insurance  from  commercial  carriers  against  certain
liabilities which may be incurred by its directors and officers.

         The foregoing  description is necessarily general and does not describe
all details regarding the indemnification of officers,  directors or controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

Item 8.  Exhibits.
         ---------

         See the Exhibit Index on page 9.

                                       4
Item 9.  Undertakings.
         -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Registrant will, unless in

                                       5
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of South Jordan, State of Utah, on November 24, 1999.

                 MERIT MEDICAL SYSTEMS, INC.

                 By:/s/ Fred P. Lampropoulos
                    ---------------------------------------------
                    Fred P. Lampropoulos, Chairman of the Board,
                    President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes  and appoints Fred P.
Lampropoulos  and Kent W.  Stanger,  and each of  them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
Signature                        Title                                   Date
             ---------                        -----                                   ----
/s/ Fred P. Lampropoulos          Chairman of the Board, President               November 24, 1999
------------------------          and Chief Executive Officer
Fred P. Lampropoulos

/s/ Kent W.Stanger                Secretary-Treasurer, Chief                     November 24, 1999
------------------                Financial Officer and Director
Kent W. Stanger

/s/Michael E. Stillabower         Director                                       November 26, 1999
-------------------------
Michael E. Stillabower

/s/                               Director                                       November __, 1999
---------------
James J. Ellis
7
/s/                               Director                                       November __, 1999
------------
Rex C. Bean

/s/ Richard W. Edelman            Director                                       November 24, 1999
----------------------
Richard W. Edelman
8
MERIT MEDICAL SYSTEMS, INC.
EXHIBIT INDEX

    Regulation S-K                                                                                       Sequential
      Exhibit No.                                      Description                                        Page No.
----------------------      ----------------------------------------------------------------         ------------------
4.1*               Articles of  Incorporation  as amended and restated.                                 10
                            (Incorporated herein by reference from the Form 10-Q
                            filed by the  Registrant  for the Quarter ended June
                            30,  1996).  Amendment to Articles of  Incorporation
                            which became effective June 18, 1997.  (Incorporated
                            herein by reference  from the Form 10-Q filed by the
                            Registrant  for the  Quarter  ended June 30,  1997).
                            Amendement to Articles of Incorporation which become
                            effective September 11, 1997.
         4.2*               Bylaws of the Registrant.  (Incorporated by
                            reference from the Form S-18 filed by the
                            Registrant on October 19, 1989).
          5                 Opinion of Parr Waddoups Brown Gee & Loveless,                                       14
                            a professional corporation, as to the legality of the
                            securities offered.
         23.1               Consent of Deloitte & Touche LLP.                                                    15
         23.2               Consent of Parr Waddoups Brown Gee & Loveless,
                            a professional corporation (included in Exhibit No.
                            5).
          24                Powers of Attorney (included on page 7 hereof).
---------------------------------
* Incorporated by reference
9