##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)



|[X] |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|--- |  | ---------------------------------------------------------------------------------

For the quarterly period ended October 31, 2002



|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|----- |  | ----------------------------------------------------------------------------------------

For the transition period from: ______to ______

Commission file number: 0-5958

MERIDIAN MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

|                                                    |  |                    
|--------------------------------------------------- |  | -------------------
|Delaware                                            |  | 52-0898764         
|                                                    |  |                    
|(State or other jurisdiction of                     |  | (IRS Employer      
|incorporation or organization)                      |  | Identification No.)
|                                                    |  |                    
|10240 Old Columbia Road, Columbia, Maryland         |  | 21046              
|                                                    |  |                    
|(Address of principal executive offices)            |  | (Zip Code)         
|                                                    |  |                    
|Registrants telephone number, including area code: |  | 443-259-7800       
|                                                    |  |                    

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 [  ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                             |  |                                    
|---------------------------- |  | -----------------------------------
|Class                        |  | Outstanding as of December 12, 2002
|                             |  |                                    
|Common Stock, $.10 par value |  | 4,568,339 Shares                   





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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q



|                                                                                                  |          |   
|------------------------------------------------------------------------------------------------- | -------- | --
|                                                                                                  | Page No.
|                                                                                                  |          |   
|PART I. FINANCIAL INFORMATION                                                                     |          |   
|                                                                                                  |          |   
|ITEM 1.     Consolidated Financial Statements                                                     |          |   
|                                                                                                  |          |   
|Consolidated Balance Sheets as of
October 31, 2002 and July 31, 2001                              |          | 5 
|                                                                                                  |          |   
|Consolidated Statements of Income for
the Three Months Ended October 31, 2002 and 2001            |          | 6 
|                                                                                                  |          |   
|Consolidated Statements of Cash Flows for
the Three Months Ended October 31, 2002 and 2001        |          | 7 
|                                                                                                  |          |   
|Notes to Consolidated Financial Statements                                                        |          | 8 
|                                                                                                  |          |   
|ITEM 2.     Managements Discussion and Analysis of Financial
Condition and Results of Operations |          | 10
|                                                                                                  |          |   
|ITEM 3     Quantitative and Qualitative Disclosures About Market Risk                             |          | 13
|                                                                                                  |          |   
|ITEM 4     Controls and Procedures                                                                |          | 13
|                                                                                                  |          |   
|PART II. OTHER INFORMATION                                                                        |          |   
|                                                                                                  |          |   
|ITEM 6.     Exhibits and Reports on Form 8-K                                                      |          | 14
|                                                                                                  |          |   
|SIGNATURES                                                                                        |          | 15
|                                                                                                  |          |   
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER                                                          |          | 18
|                                                                                                  |          |   
|CERTIFICATION OF CHIEF FINANCIAL OFFICER                                                          |          | 19

2



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

INTRODUCTION

Meridian Medical Technologies, Inc. (hereinafter referred to as Meridian or
MMT or the Company), a publicly-traded company (NASDAQ: MTEC), operates
its business in two segments: Specialty Pharmaceuticals and Cardiopulmonary
Systems. The Company is a leading producer of auto-injector drug delivery
devices, which are used for the self-administration of injectable drugs.
Meridian has received FDA approval for a proprietary electrocardiac mapping
system technology, the PRIME ECG®. The Company feels that this product is a
major breakthrough in cardiac care because it offers significant potential to
save lives and reduce health care costs. The U.S marketing effort for the
PRIME ECG® began immediately after FDA clearance was received.

Meridians auto-injector business is the major part of its core Specialty
Pharmaceuticals business. The Specialty Pharmaceuticals business generated
$77.9 million in revenue in the fiscal year ended July 31, 2002, and $23.3
million for the three months ended October 31, 2002, accounting for 94% of
Meridians total revenues for those periods. Meridian sells its auto-injector
products to both commercial and government markets. The principal source of
revenues in the commercial market comes from its EpiPen® family of
auto-injectors, which are prescribed primarily for severe allergic reactions.
Government revenues are principally generated from nerve agent antidotes and
other emergency medicine auto-injector products and services marketed to the
U.S. Department of Defense (DoD) and other federal, state and local agencies,
particularly those involved in homeland security, as well as to foreign
governments. The Company plans on expanding its Specialty Pharmaceuticals
business through the development and/or acquisition of targeted specialty
pharmaceutical products and utilization of its drug-delivery expertise.

The Cardiopulmonary Systems segment, which accounted for 6% of Meridians
revenues in its fiscal year ended July 31, 2002 and the three months ended
October 31, 2002, includes the PRIME ECG® and its telemedicine business. The
telemedicine business is currently the principal source of revenues in the
Cardiopulmonary Systems segment. In March 2002, the Company received clearance
from the FDA to market its new PRIME ECG® product in the United States. This
approval is the culmination of years of development and investment in this
product, which the Company feels could generate significant revenues and
profits over time, as it targets a significant worldwide market. The Companys
goal is to establish PRIME ECG® as the standard of care in the diagnosis,
treatment and monitoring of heart disease. The Company introduced PRIME ECG® in
certain countries outside the United States in 2000, having received the CE
mark approval in Europe.

On October 19, 2002, Meridian entered into a definitive Agreement and Plan of
Merger (the Merger Agreement) with King Pharmaceuticals, Inc. (King), and
Merlin 2002 Acquisition Corp., a wholly-owned subsidiary of King (Merger
Sub). Pursuant to the Merger Agreement, Merger Sub will merge with and into
the Company (the Merger). The Company will survive the Merger as a
wholly-owned subsidiary of King. At the effective time of the Merger, each
outstanding share of the Companys common stock, other than treasury shares and
shares held by King or Merger Sub, will be converted into the right to receive
$44.50 in cash, for a total of approximately $247 million for all outstanding
common stock and common stock equivalents. Consummation of the transaction is
subject to a number of conditions, including the approval of the Companys
stockholders. The foregoing description of the Merger is qualified in its
entirety by reference to the terms of the Merger Agreement, which was filed as
an exhibit to the Companys Current Report on Form 8-K on October 22, 2002.

The Companys plans with respect to its business units may be altered by
decisions made by King following consummation of the Merger.

3



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

FORWARD LOOKING STATEMENTS

This report and other written and oral statements made by the Company may
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act with respect to financial performance and other financial
and business matters. Forward-looking statements are typically identified by
future or conditional verbs or similar expressions regarding events that have
yet to occur. These forward-looking statements are based on the Companys
current expectations and are subject to numerous assumptions, risks and
uncertainties. The following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance:
failure of the requisite number of Meridian stockholders to approve the Merger;
the costs related to the Merger; potential or actual litigation challenging the
Merger; inability to realize cost savings or revenue enhancements, implement
integration plans and other consequences associated with mergers, acquisitions,
restructurings, and divestitures; political, economic and competitive
conditions; capital availability or costs; fluctuations in demand for the
Companys products; government procurement timing and policies; technological
challenges associated with the development and manufacture of the Companys
products; commercial acceptance of the Companys products; delays, costs and
uncertainties associated with clinical testing and government approvals
required to market new drugs and medical devices; availability and quality of
raw materials; success and timing of efficiency, cost reduction and quality
enhancement programs; regulatory and contract compliance; relationships with
significant customers; adequacy of product liability insurance; ability to
obtain, timing and success of marketing representatives and strategic
alliances; ability to establish and maintain a sales and marketing
infrastructure in support of U.S. PRIME ECG® and specialty pharmaceutical
products; uncertainties relating to healthcare reform measures and third party
reimbursement, and adequacy of intellectual property protection. Meridian
assumes no duty to update forward-looking statements.

4



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements

MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |          |        |     |         |  
|------------------------------------ | -------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------- | ------ | ----------- | ------- | -------- | ------ | --- | ------- | -
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        | October 31, |         | July 31,
|Assets                               |                                                                      | 2002                                                                       |                                                                                               | 2002                             
|                                     |                                                                      |                                                                            |                                                                                               |                                  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        | (unaudited) |         |          |        |    
|Current assets:                      |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     | Cash and cash equivalents                                            |                                                                            | $                                                                                             | 14,388                            |        |             | $       | 13,005   |       
|                                     | Receivables, less allowances of $176 and $169, respectively          |                                                                            |                                                                                               | 9,009                             |        |             |         | 7,067    |       
|                                     | Inventories                                                          |                                                                            |                                                                                               | 12,382                            |        |             |         | 12,082   |       
|                                     | Deferred income taxes                                                |                                                                            |                                                                                               | 2,143                             |        |             |         | 2,143    |       
|                                     | Other current assets                                                 |                                                                            |                                                                                               | 709                               |        |             |         | 754      |       
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Total current assets              |        |             | 38,631  |          |        |     | 35,051  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     | Property, plant and equipment                                        |                                                                            |                                                                                               | 29,167                            |        |             |         | 29,228   |       
|                                     |                                                                      |                                                                            |                                                                                               | Less  Accumulated depreciation   |        |             | (13,360 | )        |        |     | (12,604 | )
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Net property, plant and equipment |        |             | 15,807  |          |        |     | 16,624  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     | Deferred financing fees                                              |                                                                            |                                                                                               | 375                               |        |             |         | 420      |       
|                                     | Capitalized software costs, net                                      |                                                                            |                                                                                               | 922                               |        |             |         | 1,016    |       
|                                     | Excess of cost over net assets acquired, less amortization
of $6,096 |                                                                            |                                                                                               | 5,266                             |        |             |         | 5,266    |       
|                                     | Other intangible assets, net                                         |                                                                            |                                                                                               | 1,037                             |        |             |         | 1,102    |       
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Total assets                      |        | $           | 62,038  |          |        | $   | 59,479  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|Liabilities and Shareholders Equity |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|Current liabilities:                 |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      | Accounts payable and other accrued liabilities                             |                                                                                               | $                                 | 12,886 |             |         | $        | 13,007 |    
|                                     |                                                                      | Customer deposits                                                          |                                                                                               |                                   | 492    |             |         |          | 196    |    
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Total current liabilities         |        |             | 13,378  |          |        |     | 13,203  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      | Deferred income taxes                                                      |                                                                                               |                                   | 1,274  |             |         |          | 1,274  |    
|                                     |                                                                      | Other non-current liabilities                                              |                                                                                               |                                   | 971    |             |         |          | 945    |    
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Total liabilities                 |        |             | 15,623  |          |        |     | 15,422  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|Shareholders equity:                |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      | Common stock (voting and non-voting)                                       |                                                                                               |                                   |        |             |         |          |        |    
|                                     |                                                                      |                                                                            | Par value $.10 per share; 18,000,000 shares
authorized; 4,547,856 and 4,543,976 shares issued |                                   |        | 455         |         |          |        | 454 |        
|                                     |                                                                      | Additional capital                                                         |                                                                                               |                                   | 49,659 |             |         |          | 49,615 |    
|                                     |                                                                      | Accumulated other comprehensive income  cumulative
translation adjustment |                                                                                               |                                   | 88     |             |         |          | 201    |    
|                                     |                                                                      | Accumulated deficit                                                        |                                                                                               |                                   | (3,574 | )           |         |          | (6,000 | )  
|                                     |                                                                      | Treasury stock, 30,176 shares at cost                                      |                                                                                               |                                   | (213   | )           |         |          | (213   | )  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      |                                                                            |                                                                                               | Total shareholders equity        |        |             | 46,415  |          |        |     | 44,057  |  
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         
|                                     |                                                                      | Total liabilities and shareholders equity                                 |                                                                                               | $                                 | 62,038 |             |         | $        | 59,479 |    
|                                     |                                                                      |                                                                            |                                                                                               |                                   |        |             |         |         

The accompanying notes are an integral part of these consolidated financial
statements.

5



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)

|                                              |                  |         |        |                    |       |      |        |     |       | 
|--------------------------------------------- | ---------------- | ------- | ------ | ------------------ | ----- | ---- | ------ | --- | ----- | 
|                                              |                  |         |        | Three Months Ended
|                                              |                  |         |        | October 31,       
|                                              |                  |         |        | 2002               |       | 2001
|                                              |                  |         |        |                    |       |     
|Net sales                                     |                  | $       | 24,792 |                    |       | $    | 14,777 |    
|Cost of sales                                 |                  |         | 13,398 |                    |       |      | 8,081  |    
|                                              |                  |         |        |                    |       |      |        |    
|Gross profit                                  |                  |         | 11,394 |                    |       |      | 6,696  |    
|                                             
|Selling, general, and administrative expenses |                  |         | 5,101  |                    |       |      | 2,240  |    
|Research and development expenses             |                  |         | 1,108  |                    |       |      | 990    |    
|Depreciation and amortization                 |                  |         | 829    |                    |       |      | 754    |    
|                                              |                  |         |        |                    |       |      |        |    
|                                              |                  |         | 7,038  |                    |       |      | 3,984  |    
|                                              |                  |         |        |                    |       |      |        |    
|Operating income                              |                  |         | 4,356  |                    |       |      | 2,712  |    
|                                              |                  |         |        |                    |       |      |        |     |       | 
|Other expense:                                |                  |         |        |                    |       |      |        |    
|                                              | Interest expense |         |        | 30                 |       |      |        | 611 |      
|                                              | Other expense    |         |        | 10                 |       |      |        | 66  |      
|                                              |                  |         |        |                    |       |      |        |    
|                                              |                  |         | 40     |                    |       |      | 677    |    
|                                              |                  |         |        |                    |       |      |        |    
|                                             
|Income before income taxes                    |                  |         | 4,316  |                    |       |      | 2,035  |    
|                                              |                  |         |        |                    |       |      |        |     |       | 
|Provision for income taxes                    |                  |         | 1,890  |                    |       |      | 877    |    
|                                              |                  |         |        |                    |       |      |        |    
|Net income                                    |                  | $       | 2,426  |                    |       | $    | 1,158  |    
|                                              |                  |         |        |                    |       |      |        |    
|                                             
|Net income per common share                   |                  | $       | .53    |                    |       | $    | .36    |    
|                                              |                  |         |        |                    |       |      |        |    
|Net income per common share assuming dilution |                  | $       | .46    |                    |       | $    | .32    |    
|                                              |                  |         |        |                    |       |      |        |    
|Weighted average shares:                      |                  |         |        |                    |       |      |        |    
|                                              |                  | Basic   |        |                    | 4,544 |      |        |     | 3,205 | 
|                                              |                  | Diluted |        |                    | 5,273 |      |        |     | 3,665 | 

The accompanying notes are an integral part of these consolidated financial
statements.

6



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |       |      |     |        |  
|---------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------------------------ | -------------------------------------- | ---- | ------------------ | ------ | ----- | ---- | --- | ------ | -
|                                                     |                                                                                   |                                        |                                                                    |                                        |      | Three Months Ended
|                                                     |                                                                                   |                                        |                                                                    |                                        |      | October 31,       
|                                                     |                                                                                   |                                        |                                                                    |                                        |      | 2002               |        | 2001 
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|OPERATING ACTIVITIES:                                |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|                                                     | Net income                                                                        |                                        | $                                                                  | 2,426                                  |      |                    | $      | 1,158 |     
|                                                     | Adjustments to reconcile net income to net cash
provided by operating activities: |                                        |                                                                    |                                        |      |                    |        |       |     
|                                                     |                                                                                   |                                        | Depreciation and amortization                                      |                                        |      | 829                |        |       |      | 754 |       
|                                                     |                                                                                   |                                        | Amortization of capitalized software costs                         |                                        |      | 94                 |        |       |      | 80  |       
|                                                     |                                                                                   |                                        | Amortization of notes payable discount and
deferred financing fees |                                        |      | 45                 |        |       |      | 94  |       
|                                                     | Changes in assets and liabilities                                                 |                                        |                                                                    |                                        |      |                    |        |       |     
|                                                     |                                                                                   |                                        |                                                                    | Receivables                            |      |                    | (1,942 | )     |      |     | (405   | )
|                                                     |                                                                                   |                                        |                                                                    | Inventories                            |      |                    | (300   | )     |      |     | (1,622 | )
|                                                     |                                                                                   |                                        |                                                                    | Other current assets                   |      |                    | 45     |       |      |     | 64     |  
|                                                     |                                                                                   |                                        |                                                                    | Accounts payable and other liabilities |      |                    | 175    |       |      |     | 2,072  |  
|                                                     | Other                                                                             |                                        |                                                                    | (95                                    | )    |                    |        | 63    |     
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|Net cash provided by operating activities            |                                                                                   |                                        | 1,277                                                              |                                        |      |                    | 2,258  |      
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |       |      |     |        |  
|INVESTING ACTIVITIES                                 |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|                                                     |                                                                                   | Purchase of fixed assets               |                                                                    |                                        | (525 | )                  |        |       | (704 | )  
|                                                     |                                                                                   | Reimbursement of fixed asset purchases |                                                                    |                                        | 586  |                    |        |       |     |    
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|Net cash provided by (used for) investing activities |                                                                                   |                                        | 61                                                                 |                                        |      |                    | (704   | )    
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |       |      |     |        |  
|FINANCING ACTIVITIES                                 |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|                                                     |                                                                                   | Net proceeds on lines of credit        |                                                                    |                                        |     |                    |        |       | 5    |    
|                                                     |                                                                                   | Payment on long-term debt              |                                                                    |                                        |     |                    |        |       | (250 | )  
|                                                     |                                                                                   | Proceeds from issuance of common stock |                                                                    |                                        | 45   |                    |        |       | 157  |    
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|Net cash provided by (used for) financing activities |                                                                                   |                                        | 45                                                                 |                                        |      |                    | (88    | )    
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|Net increase in cash                                 |                                                                                   |                                        | 1,383                                                              |                                        |      |                    | 1,466  |      
|Cash and cash equivalents at beginning of period     |                                                                                   |                                        | 13,005                                                             |                                        |      |                    | 2,167  |      
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      
|Cash and cash equivalents at end of period           |                                                                                   | $                                      | 14,388                                                             |                                        |      | $                  | 3,633  |      
|                                                     |                                                                                   |                                        |                                                                    |                                        |      |                    |        |      

The accompanying notes are an integral part of these consolidated financial
statements.

7



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles (GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP
for complete financial statements. The accompanying unaudited
consolidated financial statements include the accounts of Meridian Medical
Technologies, Inc. and its subsidiaries. In the opinion of management,
the accompanying unaudited consolidated financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Companys financial position as of October 31, 2002 and July
31, 2002, and the results of its operations and cash flows for the three-month
periods ended October 31, 2002 and 2001. The results of operations for
the three-month period ended October 31, 2002 are not necessarily
indicative of the results that may be expected for the fiscal year ending
July 31, 2003. Certain prior period amounts have been reclassified to
conform to current period presentation. The information included in this
Form 10-Q should be read in conjunction with Managements Discussion and
Analysis and financial statements and notes thereto included in the
Meridian Medical Technologies, Inc. 2002 Annual Report on Form 10-K, as
amended, filed with the Securities and Exchange Commission.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company considers all investments with a maturity of three months or
less on their acquisition date to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|3. |  | Inventories as of October 31, 2002 and July 31, 2002 consisted of the
following (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                    |  |             |        |          |  |   |        |  
|----------------------------------- |  | ----------- | ------ | -------- |  | - | ------ | -
|                                    |  | October 31, |        | July 31,
|                                    |  |             |        |         
|                                    |  | 2002        |        | 2002    
|                                    |  |             |        |         
|                                    |  |             |        |          |  |   |        |  
|Components and subassemblies        |  | $           | 6,925  |          |  | $ | 7,248  |  
|Work in process                     |  |             | 5,193  |          |  |   | 4,803  |  
|Finished goods                      |  |             | 1,390  |          |  |   | 1,099  |  
|                                    |  |             |        |          |  |   |        |  
|                                    |  |             | 13,508 |          |  |   | 13,150 |  
|Less: inventory valuation allowance |  |             | (1,126 | )        |  |   | (1,068 | )
|                                    |  |             |        |          |  |   |        |  
|                                    |  | $           | 12,382 |          |  | $ | 12,082 |  
|                                    |  |             |        |          |  |   |        |  



|4. |  | A reconciliation of net income to comprehensive income is as follows (in
thousands):
|-- |  | ------------------------------------------------------------------------------------

|                                        |  |                    |       |      |  |   |       | 
|--------------------------------------- |  | ------------------ | ----- | ---- |  | - | ----- | 
|                                        |  | Three Months Ended
|                                        |  | October 31,       
|                                        |  | 2002               |       | 2001
|                                        |  |                    |       |     
|                                        |  |                    |       |      |  |   |       | 
|Net income                              |  | $                  | 2,426 |      |  | $ | 1,158 | 
|Foreign exchange translation adjustment |  |                    | (113  | )    |  |   | 46    | 
|                                        |  |                    |       |      |  |   |       | 
|Comprehensive income                    |  | $                  | 2,313 |      |  | $ | 1,204 | 
|                                        |  |                    |       |      |  |   |       | 

8



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q



|5. |  | In accordance with Statement of Financial Accounting Standards No. 86,
the Company began amortizing the $1,588,000 of software costs incurred
during fiscal 1999 and 1998 relating to its PRIME ECG® product during the
third quarter of fiscal 2000, as it was available for sale. The Company
capitalized $219,000 of additional software costs relating to enhancements
made to its PRIME ECG® during the fourth quarter of fiscal 2001.
Amortization of these costs began in fiscal 2002, when the product
received FDA approval and the enhancements became available for sale.
Amortization, which is being provided on a 5 year, straight-line basis,
totaled $94,000 and $80,000 for the three months ended October 31, 2002
and 2001, respectively, and is included in cost of sales. The net book
value of unamortized software costs was $922,000 and $1,016,000 at October
31, 2002 and July 31, 2002, respectively.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | Segment information is as follows (in thousands, except percentage
information):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                           |                           |                          |   |                    |        |      |   |        |        |  
|-------------------------- | ------------------------- | ------------------------ | - | ------------------ | ------ | ---- | - | ------ | ------ | -
|                           |                           |                          |   | Three Months Ended
|                           |                           |                          |   | October 31,       
|                           |                           |                          |   | 2002               |        | 2001
|                           |                           |                          |   |                    |        |     
|Revenues:                  |                           |                          |   |                    |        |      |   |       
|                           | Specialty Pharmaceuticals |                          | $ | 23,334             |        |      | $ | 14,088 |       
|                           | Cardiopulmonary systems   |                          |   | 1,458              |        |      |   | 689    |       
|                           |                           |                          |   |                    |        |      |   |       
|                           |                           | Total revenues           |   | $                  | 24,792 |      |   | $      | 14,777 |  
|                           |                           |                          |   |                    |        |      |   |       
|Operating income (loss):   |                           |                          |   |                    |        |      |   |       
|                           | Specialty Pharmaceuticals |                          | $ | 5,864              |        |      | $ | 3,450  |       
|                           | Cardiopulmonary systems   |                          |   | (1,508             | )      |      |   | (738   | )     
|                           |                           |                          |   |                    |        |      |   |       
|                           |                           | Total operating income   |   | $                  | 4,356  |      |   | $      | 2,712  |  
|                           |                           |                          |   |                    |        |      |   |       
|Operating income (loss) %: |                           |                          |   |                    |        |      |   |       
|                           | Specialty Pharmaceuticals |                          |   | 25.1               | %      |      |   | 24.5   | %     
|                           | Cardiopulmonary systems   |                          |   | (103.4             | %)     |      |   | (107.1 | %)    
|                           |                           |                          |   |                    |        |      |   |       
|                           |                           | Total operating income % |   |                    | 17.6   | %    |   |        | 18.4   | %
|                           |                           |                          |   |                    |        |      |   |       



|7. |  | Effective August 1, 2001, the Company early adopted Statement of
Financial Accounting Standards No. 145 Recission of FASB Statements No.
4, 44, and 62, Amendment of FASB Statement No. 13, and Technical
Corrections (SFAS No. 145) which, in most circumstances, requires gains
and losses on extinguishments of debt to be classified as income or loss
from continuing operations rather than as extraordinary items as
previously required under SFAS No. 4. The adoption of this standard had
no impact on reported results at October 31, 2002 or the quarter then
ended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|8. |  | On October 19, 2002, Meridian entered into a definitive Agreement and
Plan of Merger (the Merger Agreement) with King Pharmaceuticals, Inc.
(King) and Merlin 2002 Acquisition Corp., a wholly-owned subsidiary of
King (Merger Sub). Pursuant to the Merger Agreement, Merger Sub will
merge with and into the Company (the Merger). The Company will survive
the Merger as a wholly-owned subsidiary of King. At the effective time of
the Merger, each outstanding share of the Companys common stock, other
than treasury shares and shares held by King or Merger Sub, will be
converted into the right to receive $44.50 in cash, for a total of
approximately $247 million for all outstanding common stock and common
stock equivalents. Consummation of the transaction is subject to a number
of conditions, including the approval of the Companys stockholders. The
foregoing description of the Merger is qualified in its entirety by
reference to the terms of the Merger Agreement, which was filed as an
exhibit to the Companys Current Report on Form 8-K on October 22, 2002.

9



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

ITEM 2.     Managements Discussion and Analysis of Financial Condition and
Results of Operations

The Quarter in Review

MMTs net income increased 109.5% for the quarter ended October 31, 2002 from
the same quarter of the prior year on revenues of $24.8 million. Net income
was $2.4 million ($0.53 basic and $0.46 diluted earnings per share) as compared
to net income of $1.2 million ($0.36 basic and $0.32 diluted earnings per
share) for the first quarter last year.

Revenues of MMTs two business segments and total gross profit for the
three-month periods ended October 31, 2002 and 2001 are as follows:

|                                |                    |      |                    |        |  |   |        |       | 
|------------------------------- | ------------------ | ---- | ------------------ | ------ |  | - | ------ | ----- | 
|                                |                    |      | Three Months Ended
|                                |                    |      | October 31,       
|($ in thousands)                |                    | 2002 |                    | 2001  
|                                |                    |      |                    |       
|                                |                    |      |                    |        |  |   |        |       | 
|Specialty Pharmaceuticals:      |                    |      |                    |        |  |   |        |      
|                                | Commercial Systems |      | $                  | 10,291 |  |   | $      | 9,003 | 
|                                | Government Systems |      |                    | 13,043 |  |   |        | 5,085 | 
|                                |                    |      |                    |        |  |   |        |      
|Total Specialty Pharmaceuticals |                    |      | 23,334             |        |  |   | 14,088 |      
|                                |                    |      |                    |        |  |   |        |       | 
|Cardiopulmonary Systems         |                    |      | 1,458              |        |  |   | 689    |      
|                                |                    |      |                    |        |  |   |        |      
|Total Revenues                  |                    |      | 24,792             |        |  |   | 14,777 |      
|                                |                    |      |                    |        |  |   |        |      
|Gross Profit                    |                    | $    | 11,394             |        |  | $ | 6,696  |      
|                                |                    |      |                    |        |  |   |        |      
|Gross Profit %                  |                    |      | 46.0               | %      |  |   | 45.3   | %    
|                                |                    |      |                    |        |  |   |        |       | 
|EBITDA (1)                      |                    | $    | 5,267              |        |  | $ | 3,480  |      
|                                |                    |      |                    |        |  |   |        |      

(1)  EBITDA represents operating income plus or minus other income (expense)
and plus depreciation and amortization. EBITDA is not a measure of performance
under generally accepted accounting principles, but is presented to provide
additional information related to operating results. EBITDA should not be
considered in isolation or as a substitute for other measures of financial
performance or liquidity under generally accepted accounting principles. While
EBITDA is frequently used as a measure of operations and the ability to meet
debt service requirements, it is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the
method of calculation.

Commercial Systems revenue for the quarter ended October 31, 2002 was $10.3
million, a 14.3% increase from the $9.0 million in the comparable prior year
period. Demand for EpiPen remains strong, with sales increasing 30.5% from
the first quarter of last year to $10.0 million. This increased revenue was
partially offset by lower R&D service revenue due to the timing of development
projects, as R&D Service revenue for the same period last year represented a
significant portion of total R&D Service revenue for fiscal 2002. The Company
expects that R&D Service revenue for fiscal 2003 will be approximately 10-15%
lower than the year ended July 31, 2002.

Government Systems revenues were $13.0 million in the quarter ended October 31,
2002, more than doubled from the $5.1 million in the first quarter of fiscal
2002, which was the last quarter essentially unaffected by the terrorist
attacks on September 11, 2001. DoD revenues were $10.1 million for the quarter
ended October 31, 2002, nearly tripling from the same period last year. This
dramatic increase in demand is a result of heightened military readiness.
Foreign government revenues increased slightly to $1.3 million for the current
quarter, compared to $1.2 million for the same quarter of fiscal 2002.
Homeland Security sales were $1.7 million for the three months ended October
31, 2002 versus $475,000 for the three month period ended October 31, 2001.
This increase reflects continued shipments of nerve agent antidotes and other
military auto-injector products to state and local first responders under the
Metropolitan Medical Response System (MMRS), and to other non-military
agencies, such as the Department of Health and Human Services (HHS), to
support the governments Homeland Security initiatives.

10



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

Cardiopulmonary Systems revenues were $1.5 million for the three months ended
October 31, 2002 compared to $689,000 for the three months ended October 31,
2001. This increase was due to stronger telemedicine sales during this quarter
compared to last year. The increased telemedicine revenue was due to the
fulfillment of backlog orders from fiscal 2002. Current orders are tracking
below the level of the previous year and future orders are dependent on market
expansion and demand growth for the distributor of these products.

In March 2002, the Company obtained approval from the FDA to market its PRIME
ECG® product in the U.S. The Company then prepared for the U.S. launch of PRIME
ECG® by investing in a sales and marketing infrastructure to support the
product. The Company is maintaining on-going marketing efforts to support
sales, education and promotional activities. A strategy has also been
formulated for product cost-justification and reimbursement. As the product
introduction and marketing efforts are still being initiated, sales of the
PRIME ECG® product have been minimal to date.

Gross profits totaling $11.4 million increased to 46.0% of revenues during the
first quarter of 2003. This compares to 45.3% for the first quarter of the
prior year. The slight increase in margin was influenced by product mix, as
there were comparably higher sales of lower margin products, primarily
auto-injectors sold to the DoD under the Industrial Base Maintenance Contract.
The Company expects that the gross margin in fiscal 2003 will match the high
level achieved in 2002.

Operating costs were $7.0 million for the three months ended October 31, 2002
compared to $4.0 million incurred in the same period of last year. As noted in
footnote 8 to the consolidated financial statements, the Company signed a
definitive Merger Agreement with King Pharmaceuticals on October 19, 2002. The
Company incurred over $1.1 million in external costs relating to the merger
work. The Company also continued to invest in the marketing and support
functions for PRIME ECG, totaling approximately $1.5 million, as well as market
research and product development for the specialty pharmaceutical initiative,
totaling approximately $380,000.

The quarter benefited from a $580,000 reduction in interest expense, as the
Company had essentially no external borrowings.

The provision for income taxes was $1.9 million for the three months ended
October 31, 2002 reflecting an effective tax rate of 43.8%. The Company takes
no consolidated tax benefit from foreign losses, which approximated $286,000
for the quarter ended October 31, 2002. U.S. pre-tax income, taxed at the
statutory rate, is higher than the consolidated pre-tax income, which inflates
the effective rate.

Liquidity and Capital Resources

Total cash as of October 31, 2002 was $14.4 million, up from $13.0 million at
July 31, 2002. The Company generated $1.3 million in cash from operations in
the first three months of fiscal 2003 attributable mostly to net income,
non-cash depreciation and amortization, and higher accounts payable and other
liabilities, offset by higher accounts receivable and inventories. Investing
activities in the first three months of fiscal 2003 generated $61,000 of cash
due to the timing of capital additions, offset by the reimbursement thereof.
Financing activities provided $45,000 from the sale of stock through stock
option exercises. The Company presently has no outstanding debt, and has an
unutilized $20 million senior revolving credit loan and acquisition line from
Fleet National Bank.

Working capital at October 31, 2002 was $25.3 million, up from $21.8 million at
July 31, 2002. The increase was primarily attributable to higher cash ($1.2
million) and higher accounts receivable ($1.9 million). At October 31, 2002,
accounts receivable were $9.0 million, representing 37 days-sales-outstanding,
and inventories were $12.4 million representing a turn-over rate of 4.4 times
per year.

11



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

Critical Accounting Policies

Revenue Recognition

The majority of the Companys revenues involve sales of medical products to
commercial, military, and governmental customers. Revenues are recognized as
products are shipped and title has transferred to the customer. In addition,
we earn substantial revenues from the Industrial Base Maintenance Contract with
the DoD. The Industrial Base Maintenance Contract calls for production of
auto-injectors, the retention by the Company of key personnel and facilities to
assure expertise for manufacturing auto-injectors, the management of the U.S.
Armys Shelf Life Extension Program, and the pre-stocking of critical
components to enhance readiness and mobilization capability. Revenues from
this contract are recognized ratably over the contract term, with the exception
of revenue from product sales which are recorded upon acceptance by the
customer, and revenue from the component prestocking program which are
recognized as the raw materials have been accepted by the customer and title
has passed to the customer.

Inventory Obsolescence Allowance

In determining the allowance for inventory obsolescence, the Company assesses
the inventory on-hand on a part-by-part basis and makes a judgment regarding
the parts future utilization. Allowances are recorded as deemed appropriate
based on the parts likelihood of use.

Long-Term Asset Impairment

In determining whether an impairment has occurred, the Company reviews its
long-lived assets, including property, plant and equipment and other intangible
assets, for indicators of impairment such as the nature of the asset,
historical or future profitability measurements, the future economic benefit of
the assets, as well as other external market conditions that may be present.
If impairment indicators are present or other factors exist that indicate that
the asset may not be recoverable, the Company determines whether an impairment
has occurred through the use of an undiscounted cash flow analysis. If
undiscounted cash flows are not sufficient to recover the asset carrying
amount, a loss is recognized for the difference between the carrying amount and
the estimated fair value of the asset. Fair value is estimated using
discounted cash flow analysis.

The Company has capitalized software costs related to the development of PRIME
ECG®. The Company evaluates capitalized software costs for recoverability
against anticipated future revenues, and writes down or writes off a portion of
the capitalized costs if recoverability is in question.

The Company has excess of cost over net assets acquired (goodwill) related to
each of two reporting units. As required by SFAS No. 142, the Company will
test the value of its goodwill annually by determining whether the fair value
of each reporting unit exceeds the carrying amount of its net assets, including
goodwill. Any impairment that results from applying the methodology required
by SFAS No. 142 will be recorded as a charge against operations.

12



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

ITEM 3.     Quantitative and Qualitative Disclosure About Market Risk

The Companys earnings are affected by fluctuations in the value of the U.S.
dollar, as compared to foreign currencies, as a result of transactions in
foreign markets. At October 31, 2002, the result of a uniform 10%
strengthening or weakening in the value of the dollar relative to the
currencies in which the Companys transactions are denominated would have
resulted in a $29,000 increase or decrease, respectively, in operating income
for the three months ended October 31, 2002. This calculation assumes that
each exchange rate would change in the same direction relative to the U.S.
dollar. In addition to the direct effects of changes in exchange rates, which
change the dollar value of the resulting sales, changes in exchange rates also
affect the volume of sales or the foreign currency sales price as competitors
services become more or less attractive. The Companys sensitivity analysis of
the effects of changes in foreign currency exchange rates does not factor in a
potential change in sales levels or local currency prices.

ITEM 4.     Controls and Procedures



| | (a) |  | Evaluation of Disclosure Controls and Procedures. The Companys
chief executive officer and chief financial officer have evaluated the
effectiveness of the design and operation of the Companys disclosure
controls and procedures (as defined in Exchange Act Rule 13a-14(c)) as
of October 31, 2002. Based on that evaluation, the chief executive
officer and chief financial officer have concluded that the Companys
disclosure controls and procedures are effective to ensure that
material information relating to the Company and the Companys
consolidated subsidiaries is made known to such officers by others
within these entities, particularly during the period in which this
quarterly report was prepared, in order to allow timely decisions
regarding required disclosure.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in Internal Controls.There have not been any
significant changes in the Companys internal controls or in other
factors that could significantly affect these controls subsequent to
the date of their evaluation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

13



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

PART II  OTHER INFORMATION

ITEM 6.     Exhibits and Reports on Form 8-K:



|(a) |  | Exhibits
|--- |  | --------



| | 99.1 |  | Certification of the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- |  | ------------------------------------------------------------------------------------------------------
|
| | 99.2 |  | Certification of the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



| |  | On October 22, 2002, the Company filed a Current Report on Form 8-K
reporting the October 19, 2002 signing of the Merger Agreement with
King and Merger Sub.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

14



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

SIGNATURES

Pursuant to the requirements 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.



| | MERIDIAN MEDICAL TECHNOLOGIES, INC.
     Registrant
| | ---------------------------------------------------

|                  |  |                               
|----------------- |  | ------------------------------
|December 16, 2002 |  | By:      /S/ JAMES H. MILLER  
|Date              |  | James H. Miller               
|                  |  | President and                 
|                  |  | Chief Executive Officer       
|                  |  | (Principal Executive Officer) 
|                  |  |                               
|December 16, 2002 |  | By:      /S/ DENNIS P. OBRIEN
|Date              |  | Dennis P. OBrien             
|                  |  | Vice President-Finance        
|                  |  | and Chief Financial Officer   
|                  |  | (Principal Financial and      
|                  |  | Accounting Officer)           

15



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, James H. Miller, certify that:



|1. |  | I have reviewed this quarterly report of Form 10-Q of Meridian Medical
Technologies, Inc. (Meridian);                                                                                                                                                                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                  
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                    



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing
the equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                       
|-----------------------
|/S/ JAMES H. MILLER    
|James H. Miller        
|President and          
|Chief Executive Officer

Date: December 16, 2002

16



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##### 



MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Dennis P. OBrien, certify that:



|1. |  | I have reviewed this quarterly report of Form 10-Q of Meridian Medical
Technologies, Inc. (Meridian);                                                                                                                                                                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                  
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                    



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing
the equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                             
|-----------------------------
|/S/ DENNIS P. OBRIEN        
|Dennis P. OBrien            
|Vice President of Finance and
|Chief Financial Officer      

Date: December 16, 2002

17