As filed with the Securities and Exchange Commission on
October 28, 2011
Registration No. 333-176640
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MERGE HEALTHCARE
INCORPORATED
(Exact name of registrant as
specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
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Delaware
(State or other jurisdiction
of
incorporation or organization)
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7373
(Primary Standard
Industrial
Classification Code Number)
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39-1600938
(I.R.S. Employer
Identification No.)
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200 East Randolph Street, 24th Floor
Chicago, Illinois 60601-6436
(312) 565-6868
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive offices)
Jeffery A. Surges
Chief Executive Officer
Merge Healthcare Incorporated
200 East Randolph Street, 24th
Floor
Chicago, Illinois
60601-6436
(312) 565-6868
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
Ann Mayberry-French
Vice President, General Counsel and Secretary
Merge Healthcare Incorporated
900 Walnut Ridge Drive
Hartland, Wisconsin 53029
(262)
367-0700
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this registration
statement becomes effective.
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. (Check one):
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Large Accelerated
filer
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Accelerated
filer
þ
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Non-accelerated
filer
o
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Smaller reporting company
o
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(Do not check if a small reporting
company)
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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 Issues Tender
Offer)
o
Exchange Act Rule 14d-1(d) (Cross-Border Third
Party Tender
Offer)
o
The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
TABLE OF
ADDITIONAL REGISTRANTS
The following subsidiaries of Merge Healthcare Incorporated are
Registrant Guarantors:
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State or Other
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Jurisdiction of
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Primary Standard
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I.R.S. Employer
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Exact Name of Registrant Guarantor as
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Incorporation or
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Industrial
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Identification
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Specified in its Charter
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Organization
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Classification Number
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Number
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Abraxas Medical Solutions, Inc.
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Delaware
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3841
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26-1525385
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AMICAS, Inc. (now Merge Healthcare Solutions Inc.)
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Delaware
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7372
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59-2248411
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Confirma Europe LLC
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Washington
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7373
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N/A
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Merge Asset Management Corp.
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Delaware
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7373
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N/A
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Merge eClinical Inc.
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Delaware
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7373
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20-0308891
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Ophthalmic Imaging Systems
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California
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3841
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94-3035367
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Requisite Software Inc.
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Delaware
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7373
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27-1023435
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Stryker Imaging Corporation
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Delaware
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7373
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65-1017159
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The address, including zip code, and telephone number,
including area code, of the principal executive office of each
Registrant Guarantor listed above are the same as those of Merge
Healthcare Incorporated.
EXPLANATORY
NOTE
This Amendment No. 2 is being filed solely to file
additional exhibits to the Registration Statement. This
Amendment does not modify any provision of the Prospectus
constituting Part I of the Registration Statement or
Items 20 or 22 of Part II of the Registration
Statement. Accordingly, such Prospectus and Items 20 and 22
of Part II of the Registration Statement have not been
included herein.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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Item 21.
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Exhibits
and Financial Statement Schedules.
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(a) Exhibits
See the Exhibit Index, which follows the signature pages
and which is incorporated herein by reference.
(b) Financial Statement Schedules.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Merge Healthcare Incorporated
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By:
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/s/ Jeffery
A. Surges
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Name: Jeffery A. Surges
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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*
Michael
W. Ferro, Jr.
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Chairman of the Board
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/s/ Jeffery
A. Surges
Jeffery
A. Surges
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Director and Chief Executive Officer
(Principal Executive Officer)
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*
Justin
C. Dearborn
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Director, President and Chief Financial Officer
(Principal Financial Officer)
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*
Steven
M. Oreskovich
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Chief Accounting Officer
(Principal Accounting Officer)
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*
Dennis
Brown
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Director
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*
Gregg
G. Hartemayer
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Director
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*
Richard
A. Reck
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Director
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*
Neele
E. Stearns, Jr.
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Director
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* Pursuant to power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Abraxas Medical Solutions, Inc.
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to Power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
AMICAS, Inc. (now Merge Healthcare Solutions Inc.)
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to Power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Confirma Europe LLC
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer of the Sole Manager and
Chief Executive Officer of the Registrant
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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President and Chief Executive Officer of the
Sole Manager and Chief Executive Officer of the Registrant
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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* Pursuant to Power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Merge Asset Management Corp.
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Merge eClinical Inc.
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Ophthalmic Imaging Systems
By: /s/ Justin C. Dearborn
Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to Power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Requisite Software Inc.
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By:
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/s/ Justin
C. Dearborn
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Name: Justin C. Dearborn
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to Power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hartland, Wisconsin on this
28
th
day
of October, 2011.
Stryker Imaging Corporation
By: /s/ Justin C. Dearborn
Name: Justin C. Dearborn
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated on this
28
th
day
of October, 2011.
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Signature
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Title
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/s/ Justin
C. Dearborn
Justin
C. Dearborn
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Director and President
(Principal Executive Officer)
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*
Steven
M. Oreskovich
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Director and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Ann
G. Mayberry-French
Ann
G. Mayberry-French
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Director
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* Pursuant to power of Attorney
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/s/ Ann
G. Mayberry-French
Attorney-in-Fact
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II-12
EXHIBIT INDEX
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2
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.1
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Agreement and Plan of Merger, dated as of May 30, 2009, by
and among Registrant, Merge Acquisition Corp., a wholly owned
subsidiary of Registrant, and etrials Worldwide, Inc.(A)
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2
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.2
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Agreement and Plan of Merger, dated as of August 7, 2009,
by and among Registrant, Merge Acquisition Corporation, a wholly
owned subsidiary of Registrant, Confirma, Inc. and John L.
Brooks(B)
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2
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.3
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Agreement and Plan of Merger dated as of February 28, 2010
by and among Registrant, Project Ready Corp. and AMICAS, Inc.(C)
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2
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.4
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Stock Purchase Agreement, dated as of July 2, 2010, by and
among Stryker Corporation, Stryker Imaging Corporation and the
Registrant(D)
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2
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.5
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Asset Purchase Agreement, dated as of July 30, 2010,
between Registrant and Merrick Healthcare Solutions, LLC d/b/a
Olivia Greets(E)
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2
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.6
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Agreement and Plan of Merger, dated as of June 5, 2011 by
and among the Registrant, ES Acquisition Corp., a wholly owned
subsidiary of Registrant and Ophthalmic Imaging Systems(F)
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3
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.1
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Certificate of Incorporation as filed on October 14, 2008,
and Certificate of Merger as filed on December 3, 2008 and
effective on December 5, 2008(G)
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3
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.2
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Series A Preferred Stock Certificate of Designations(H)
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3
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.3
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Amendment to the Certificate of Incorporation as filed on
September 27, 2010(I)
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3
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.4
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Bylaws of Registrant(G)
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4
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.1
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Indenture, dated as of April 28, 2010, by and among
Registrant, the guarantors of the Notes and The Bank of New York
Mellon Trust Company, N.A., as Trustee, governing the
11.75% Senior Secured Notes due 2015(H)
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4
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.2
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First Supplemental Indenture dated as of June 14, 2011(J)
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4
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.3
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Second Supplemental Indenture dated as of June 20, 2011(K)
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4
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.4
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Third Supplemental Indenture dated as of September 1, 2011**
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4
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.5
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Registration Rights Agreement dated as of June 20, 2011 by
and among the Company, the guarantors of the Notes and Morgan
Stanley & Co. LLC(K)
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5
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.1
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Opinion of McDermott Will & Emery LLP*
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5
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.2
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Opinion of Davis Wright Tremaine LLP*
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10
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.1
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Registration Rights Agreement, dated June 4, 2008, by and
between Registrant and Merrick RIS, LLC(L)
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10
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.2
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Securities Purchase Agreement, dated May 21, 2008, by and
among Registrant, the subsidiaries listed on the Schedule of
Subsidiaries attached thereto, and Merrick RIS, LLC(M)
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10
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.3
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Employment Letter Agreement between the Registrant and Justin C.
Dearborn entered into as of June 4, 2008(N)
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10
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.4
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Employment Letter Agreement between the Registrant and Steven M.
Oreskovich entered into as of June 4, 2008(N)
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10
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.5
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Amendment dated July 1, 2008 to that certain Securities
Purchase Agreement, dated May 21, 2008, by and among the
Registrant, certain of its subsidiaries and Merrick RIS, LLC(O)
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10
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.6
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Consulting Agreement, effective as of January 1, 2009, by
and between Registrant and Merrick RIS, LLC(G)
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10
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.7
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Amendment effective as of January 1, 2010 to that certain
Consulting Agreement, effective as of January 1, 2009, by
and among the Registrant and Merrick RIS, LLC(N)
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10
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.8
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1996 Stock Option Plan for Employees of Registrant dated
May 13, 1996(Q), as amended and restated in its entirety as
of September 1, 2003(R)
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10
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.9
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1998 Stock Option Plan for Directors(S)
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10
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.10
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2000 Employee Stock Purchase Plan of Registrant effective
July 1, 2000(T)
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10
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.11
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2005 Equity Incentive Plan adopted March 4, 2005, and
effective May 24, 2005 as amended(U)
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10
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.12
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Employment Agreement by and between the Registrant and Jeffery
A. Surges entered into as of November 5, 2010(D)
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12
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.1
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Computation of Ratio of Earnings to Fixed Charges**
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14
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.1
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Code of Ethics(G)
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14
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.2
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Whistleblower Policy(G)
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23
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.1
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Consent of BDO USA, LLP, Independent Registered Public
Accounting Firm, with respect to the financial statements of the
Registrant**
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23
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.2
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Consent of BDO USA, LLP, Independent Registered Public
Accounting Firm, with respect to the financial statements of
AMICAS, Inc. (now Merge Healthcare Solutions Inc.)**
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23
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.3
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Consent of Ernst & Young LLP Boca Raton,
Florida, Independent Registered Public Accounting Firm, with
respect to the financial statements of Emageon Inc.**
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23
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.4
|
|
Consent of Perry-Smith LLP, Independent Registered Public
Accounting Firm, with respect to the financial statements of
Ophthalmic Imaging Systems**
|
|
23
|
.5
|
|
Consent of McDermott Will & Emery LLP (included in the
opinion filed as Exhibit 5.1)
|
|
24
|
.1
|
|
Powers of Attorney**
|
|
25
|
.1
|
|
Form T-1,
Trustees Statement of Eligibility**
|
|
99
|
.1
|
|
Letter of Transmittal**
|
|
99
|
.2
|
|
Notice of Guaranteed Delivery**
|
|
99
|
.3
|
|
Letter to Registered Holders**
|
|
99
|
.4
|
|
Letter To Clients and Instructions To Registered Holder
from Beneficial Owner**
|
|
99
|
.5
|
|
Merge Healthcare Incorporated and AMICAS, Inc. (now Merge
Healthcare Solutions Inc.) Unaudited Pro Forma Condensed
Consolidated Financial Information for the Year Ended
December 31, 2010**
|
|
99
|
.6
|
|
Ophthalmic Imaging Systems Condensed Consolidated Financial
Statements and Notes for the Three and Six Months Ended
June 30, 2011 and 2010**
|
|
99
|
.7
|
|
Merge Healthcare Solutions Inc. Consolidated Financial
Statements and Notes as of December 31, 2010 and 2009, and
for the Periods Ended December 31, 2010 and April 27,
2010, and the Years Ended December 31, 2009 and 2008**
|
|
99
|
.8
|
|
Merge Healthcare Solutions Inc. Condensed Consolidated Financial
Statements and Notes for the Six Months Ended June 30,
2011 and 2010**
|
|
|
|
(A)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated June 2, 2009.
|
|
(B)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated August 10, 2009.
|
|
(C)
|
|
Incorporated by reference from the Registrants Current
Report on Form 8-K dated March 4, 2010.
|
|
(D)
|
|
Incorporated by reference from the Registrants Annual
Report on Form 10-K for the fiscal year ended
December 31, 2010.
|
|
(E)
|
|
Incorporated by reference from the Registrants Current
Report of
Form 8-K
dated July 30, 2010.
|
|
(F)
|
|
Incorporated by reference from the Registrants Current
Report on Form 8-K dated June 6, 2011.
|
|
(G)
|
|
Incorporated by reference from the Registrants Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2008.
|
|
(H)
|
|
Incorporated by reference from the Registrants Current
Report on Form 8-K dated March 30, 2010.
|
|
(I)
|
|
Incorporated by reference from the Registrants Current
Report on Form 8-K dated September 30, 2010.
|
|
(J)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated June 15, 2011.
|
|
(K)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated June 20, 2011.
|
|
(L)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated June 6, 2008.
|
|
(M)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated May 22, 2008.
|
|
(N)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated July 15, 2008.
|
|
(O)
|
|
Incorporated by reference from the Registrants Current
Report on
Form 8-K
dated July 7, 2008.
|
|
(P)
|
|
Incorporated by reference from the Registrants Current
Report on Form 8-K dated April 2, 2010.
|
|
(Q)
|
|
Incorporated by reference from Registration Statement on
Form SB-2
(No. 333-39111)
effective January 29, 1998.
|
|
|
|
(R)
|
|
Incorporated by reference from the Registrants Quarterly
Report on
Form 10-Q
for the period ended September 30, 2003.
|
|
(S)
|
|
Incorporated by reference from the Registrants Annual
Report on
Form 10-KSB
for the fiscal year ended December 31, 1997.
|
|
(T)
|
|
Incorporated by reference from the Registrants Proxy
Statement for the Annual Meeting of Shareholders on May 23,
2000.
|
|
(U)
|
|
Incorporated by reference from the Registrants Proxy
Statement for the Annual Meeting of Shareholders on June 2,
2011.
|
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