- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 16 2009 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event
reported): June
16, 2009
Merge
Healthcare Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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39-1600938
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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6737
West Washington Street, Suite 2250
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Milwaukee,
Wisconsin
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53214
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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(414)
977-4000
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
T
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01 Other Events
On June 16, 2009, Merge Healthcare
Incorporated (“Merge Healthcare”) and etrials Worldwide Inc. (“etrials”) issued
a joint press release announcing that on June 16, 2009, Merge Healthcare,
through its wholly owned subsidiary, Merge Acquisition Corp., had commenced an
exchange offer for all of the outstanding shares of etrials common stock, par
value $0.0001. Subject to the terms and conditions of the exchange offer, Merge
Healthcare will exchange each validly tendered etrials share for the following
consideration: (i) $0.80 in cash, without interest, and (ii) 0.3448 shares of
newly issued Merge Healthcare common stock, par value $0.01. Etrials
stockholders who otherwise would be entitled to receive a fraction of a share of
Merge Healthcare common stock pursuant to the exchange offer will instead
receive an amount in cash equal to such fraction multiplied by $2.610, rounded
to the nearest cent. The exchange offer is subject to certain conditions as set
forth in the exchange offer documents described below. Unless
otherwise extended, the exchange offer is expected to expire at 12:00 midnight,
New York City time, at the end of Tuesday, July 14, 2009. The full
text of the press release is attached to this current report on Form 8-K as
Exhibit 99.1.
Important
Information
In connection with the exchange offer,
Merge Healthcare filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 and a tender offer statement on Schedule TO
setting forth in detail the terms of the exchange offer. On June 16,
2009, etrials filed with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things, the recommendation
of etrials’ board of directors that etrials stockholders tender their shares
pursuant to the exchange offer. These documents contain important information
about the transaction and investors and security holders are urged to read them
carefully before making any decision with respect to the exchange offer.
Investors and security holders can obtain free copies of the registration
statement on Form S-4, Schedule TO, Schedule 14D-9 and other filings containing
information about Merge and etrials, without charge, at the SEC’s website
(http://www.sec.gov). A free copy of the exchange offer materials may also be
obtained from Merge’s website at http://www.merge.com.
Safe
Harbor Statement
This news
release contains "forward-looking statements," including statements which are
related to future, not past, events. Forward-looking statements
usually describe expected future business and financial outlook or performance,
and often contain words such as “will,” “believes,” “intends,” “anticipates,”
“expects,” "plans," "seeks," “see” and similar
expressions. Forward-looking statements, by their nature, address
matters that are, to varying degrees, uncertain and subject to various known and
unknown risks. Such forward-looking statements include Merge’s and
etrials’ decision to enter into an agreement for Merge to acquire etrials, the
ability of the parties to complete the transaction contemplated by the merger
agreement, including the parties’ ability to satisfy the conditions set forth in
the merger agreement, and the possibility of any termination of the merger
agreement. For Merge, particular uncertainties and risks that could cause actual
results to differ materially from post-merger forward-looking statements
include: the consummation and the successful integration of etrials into Merge;
market acceptance and performance of its products and services; the impact of
competitive products and pricing; possible delays in the implementation of its
managed services offering; the risks and effects of its recent changes in its
executive and Board leadership; the risks and effects of its recent securities
issues, including the issuance of certain senior secured notes; the past
restatement of its financial statements and other actions that may be taken or
required as a result of such restatement; its ability to generate sufficient
cash from operations to meet future operating, financing and capital
requirements, including repayment obligations with respect to its outstanding
indebtedness; risks associated with its prior delays in filings with the SEC or
its ability to continue to meet the listing requirements of The NASDAQ Stock
Market; the costs, risks and effects of various pending legal proceedings and
investigations, including the formal investigation being conducted by the
Securities and Exchange Commission; and other risk factors detailed in its
filings with the Securities and Exchange Commission. More information
about potential factors which could cause etrials’ actual results to differ from
the forward-looking statements included in this announcement is included in its
filings with the Securities and Exchange Commission, including the “Risk
Factors” Section of its Form 10-K filed on March 10, 2009. These uncertainties
and risks may cause its actual future results to be materially different than
those expressed in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made. Neither Merge nor
etrials undertakes any obligation to update such forward-looking statements or
any of such risks, uncertainties and other factors.
Item
9.01. Financial Statements and Exhibits.
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99.1
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Joint
News Release, dated June 16, 2009, of Registrant and etrials Worldwide,
Inc.
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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.
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MERGE
HEALTHCARE INCORPORATED
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June
16, 2009
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/s/
Steven M. Oreskovich
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By: Steven
M. Oreskovich
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Title: Chief
Financial Officer
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EXHBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Exhibit
99.1 News Release dated June 16, 2009
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