As
filed with the Securities and Exchange Commission on June 23, 2009
Registration No. 333-159998
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
S-4
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MERGE
HEALTHCARE INCORPORATED
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
|
7373
(Primary
Standard Industrial Classification Code Number)
|
39-1600938
(I.R.S. Employer
Identification No.)
|
|
6737
West Washington Street
Milwaukee,
Wisconsin 53214-5650
(414)
977-4000
|
|
(Address,
including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
|
|
Justin
C. Dearborn
Chief
Executive Officer
Merge
Healthcare Incorporated
6737
West Washington Street
Milwaukee,
WI 53214-5650
(414)
977-4000
|
|
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
|
|
Copies
to:
|
|
Mark
A. Harris
McDermott
Will & Emery LLP
227
West Monroe Street
Chicago,
Illinois 60606-5096
(312)
984-2121
|
Ann
Mayberry-French
Vice
President, General Counsel and Secretary
Merge
Healthcare Incorporated
6737
West Washington Street
Milwaukee,
WI 53214-5650
(414)
977-4000
|
|
|
Approximate date of commencement of
proposed sale of the securities to the public:
As soon as
practicable after the effective date of this Registration Statement and
completion of the transactions described in the enclosed prospectus/offer to
exchange.
If the
securities being registered on this Form are being offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box
o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
o
Non-accelerated
filer
x
|
Accelerated
filer
o
Smaller
reporting company
o
|
If
applicable, place an X in the box to designate the appropriate rule provision
relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
o
CALCULATION
OF REGISTRATION FEE
Title
Of Each Class Of
Securities
To Be Registered
|
Amount
To
Be Registered(1)
|
Proposed
Maximum
Offering
Price
Per Share
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
Of Registration
Fee(3)
|
Common
Stock, $0.01
|
4,379,611
|
N/A
|
$ 13,260,910
|
$ 740
(4)
|
|
(1)
|
Based
on the maximum number of shares of Merge Healthcare Incorporated (“Merge
Healthcare”) common stock to be issued in connection with the Merger
Agreement described in the Form S-4 filed by the registrant on June 16,
2009, registration number 159998 which this Form S-4/A amends and
supplements (the “Registration Statement”), calculated by multiplying (i)
the exchange ratio of 0.3448 shares of Merge Healthcare Common Stock for
each share of etrials Worldwide, Inc. (“etrials”) common stock and (ii)
12,701,889, the estimated maximum aggregate number of shares of etrials
common stock that could be exchanged for shares of Merge Healthcare Common
Stock pursuant to the merger described in the Registration Statement,
including shares of etrials common stock issuable upon lapse of
restrictions on outstanding restricted stock awards and exercise of all
outstanding stock option awards.
|
|
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(2
)
|
Estimated
solely for the purposes of calculating the registration fee, and
calculated pursuant to Rules 457(c) and 457(f) under the Securities Act of
1933, as amended, the proposed maximum aggregate offering price is equal
to the market value of shares of etrials common stock less the total cash
consideration expected to be paid in the merger by Merge Healthcare,
calculated as follows: (i) (x) $1.815, the average of the high and low
prices per share of etrials common stock on June 10, 2009, as reported on
The NASDAQ Global Market, multiplied by (y) 11,064,142, the estimated
maximum aggregate number of shares of etrials common stock that could be
exchanged for shares of Merge Healthcare Common Stock pursuant to the
merger described in the Registration Statement, including shares of
etrials common stock issuable upon lapse of restrictions on outstanding
restricted stock awards, plus (ii) (x) $2.040, the average of the high and
low prices per share of etrials common stock on June 22, 2009, as reported
on The NASDAQ Global Market, multiplied by (y) 1,637,747, the estimated
maximum aggregate number of shares of etrials common stock that could be
exchanged for shares of Merge Healthcare Common Stock pursuant to the
merger described in the Registration Statement, including shares of
etrials common stock issuable upon the exercise of outstanding option
awards, less (iii) $10,161,511, the estimated cash consideration expected
to be paid in the merger by Merge Healthcare.
|
|
|
(3)
|
Equal
to $55.80 per $1,000,000 of the proposed aggregate offering
price.
|
|
|
|
(4)
|
Previously
paid. An amount of $1,121 was paid by registrant in conjunction
with the filing of the Registration Statement and Schedule TO with the
Securities and Exchange Commission on June 16, 2009.
|
|
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This
Amendment No. 1 is being filed for the purposes of (i) increasing the number of
shares of Merge Healthcare Common Stock to be registered, and (ii) adding new
Exhibits 5.2 and 99.6.
The
Exhibit Index is amended and supplemented by adding the following text in the
appropriate places:
“5.2*
|
Opinion
of McDermott Will & Emery LLP regarding the legality of the securities
being registered.
|
99.6
|
Joint
News Release issued by Merge Healthcare and etrials, dated June 16, 2009,
announcing the commencement of the exchange offer (incorporated by
reference to Exhibit 99.1 to Merge Healthcare’s Current Report on Form 8-K
filed on June 16, 2009).”
|
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned thereunto duly authorized in the city of Milwaukee, Wisconsin on
June 23, 2009.
MERGE
HEALTHCARE INCORPORATED
|
|
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By
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/s/
Justin Dearborn
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Name:
|
Justin
Dearborn
|
Title:
|
Chief
Executive Officer
|
|
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POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
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/s/
Justin Dearborn, as Attorney-In-Fact
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Chairman
|
June
23, 2009
|
Michael
W. Ferro
|
|
|
|
|
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/s/
Justin C. Dearborn
|
Director
and Chief Executive Officer
|
June
23, 2009
|
Justin
C. Dearborn
|
|
|
|
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Director
|
June
23, 2009
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Dennis
Brown
|
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Director
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June
23, 2009
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Gregg
G. Hartemayer
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Director
|
June
23, 2009
|
Richard
A. Reck
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Director
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June
23, 2009
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Neele
E. Stearns, Jr.
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Director
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June
23, 2009
|
Neele
E. Stearns, Jr.
|
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|
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/s/
Justin Dearborn, as Attorney-In-Fact
|
Chief
Financial Officer
|
June
23, 2009
|
Steven
M. Oreskovich
|
(principal
accounting officer)
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-