Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on June 19, 2015.

Registration No. 333-189588

Registration No. 333-175030

Registration No. 333-125386

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 1 TO

FORM S-8

Registration Statement Under

The Securities Act of 1933

MERGE HEALTHCARE INCORPORATED

(Exact name of Registrant as Specified in its Charter)

DELAWARE		39-1600938
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

350 North Orleans Street, 1st Floor Chicago, Illinois		60654
(Address of Registrant’s Principal Executive Offices)		(Zip Code)

MERGE HEALTHCARE INCORPORATED

2005 EQUITY INCENTIVE PLAN

(Full title of the plan)

Justin C. Dearborn

Chief Executive Officer

Merge Healthcare Incorporated

350 North Orleans Street, 1st Floor

Chicago, Illinois 60654

(Name and address of agent for service)

(312) 565-6868

(Telephone number, including area code of agent for service)

Copy to:

Mark A. Harris, Esq.

Jeffrey R. Shuman, Esq.

Jenner & Block LLP

353 North Clark Street

Chicago, Illinois 60654

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 ☐	Accelerated filer ☑
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

DEREGISTRATION OF SHARES

Effective as of June 17, 2015, the stockholders of Merge Healthcare Incorporated (the “Registrant”) approved the Merge Healthcare Incorporated 2015 Equity Incentive Plan (“2015 Plan”), which is intended to replace the Merge Healthcare Incorporated 2005 Equity Incentive Plan (the “Prior Plan”).

This Post-Effective Amendment No. 1 to the Registrant’s Registration Statements on Form S-8 listed below (collectively, the “Prior Registration Statements”) is filed to deregister 2,924,189 shares (the “Shares”) previously registered under the Prior Plan. The Shares deregistered by this Post-Effective Amendment No. 1 will be registered by means of a Registration Statement on Form S-8 for the 2015 Plan that will be filed contemporaneously with this Post Effective Amendment No. 1. The associated registration fees previously paid on the Shares under the Prior Registration Statements are carried forward to cover the registration fee necessary to register shares issuable under the Registrant’s 2015 Plan.

1.

Registration Statement No. 333-189588 filed June 25, 2013;

2.

Registration Statement No. 333-175030 filed June 20, 2011; and

3.

Registration Statement No. 333-125386 filed June 1, 2005.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

24

Power of Attorney.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Merge Healthcare Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 19, 2015.

	Merge Healthcare Incorporated

	By:	/s/ Justin C. Dearborn
		Justin C. Dearborn
		Chief Executive Officer
		(principal executive officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Justin C. Dearborn	Chief Executive Officer and Director
Justin C. Dearborn	(principal executive officer)	June 19, 2015

*	Chief Financial Officer
Steven M. Oreskovich	(principal financial officer and principal accounting officer)	June 19, 2015

*	Director	June 19, 2015
Michael P. Cole

*	Director	June 19, 2015
William J. Devers Jr.

*	Director	June 19, 2015
Michael W. Ferro, Jr.

*	Director	June 19, 2015
Matthew M. Maloney

*	Director	June 19, 2015
Richard A. Reck

*	Director	June 19, 2015
Neele E. Stearns, Jr.

*By:		/s/ Justin C. Dearborn
		Justin C. Dearborn
		Attorney-in-Fact**

**	By authority of the Power of Attorney filed as Exhibit 24 to this Registration Statement.

EXHIBIT INDEX

Exhibit No.		Description of Document
24		Power of Attorney.

Exhibit 24

MERGE HEALTHCARE INCORPORATED

POWER OF ATTORNEY

REGARDING CERTAIN FORM S-8 REGISTRATION STATEMENTS

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JUSTIN C. DEARBORN, JARED GREEN and JULIE ANN B. SCHUMITSCH, their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign (i) one or more Registration Statements on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, relating to shares of common stock of Merge Healthcare Incorporated (the “Company”) issuable under the Company’s 2015 Equity Incentive Plan, and (ii) one or more post-effective amendments to the registration statements on Form S-8 (file number 333-189588, 333-175030 and 333-125386) or any of them, and to file the same, with any exhibits thereto, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have signed their names hereto effective as of the 19th day of June, 2015.

Signature		Title

/s/ Justin C. Dearborn		Chief Executive Officer and Director
Justin C. Dearborn		(principal executive officer)

/s/ Steven M. Oreskovich		Chief Financial Officer
Steven M. Oreskovich		(principal financial officer and principal accounting officer)

/s/ Michael P. Cole		Director
Michael P. Cole

/s/ William J. Devers Jr.		Director
William J. Devers Jr.

/s/Michael W. Ferro, Jr.		Director
Michael W. Ferro, Jr.

/s/ Matthew M. Maloney		Director
Matthew M. Maloney

/s/ Richard A. Reck		Director
Richard A. Reck

/s/ Neele E. Stearns, Jr.		Director
Neele E. Stearns, Jr.