formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)
 
Merge Healthcare Incorporated
 
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
589499102
(CUSIP Number)
 
Merrick RIS, LLC
350 North Orleans Street
10th Floor
Chicago, Illinois 60654
(312) 994-9494

With a Copy to:
 
Sanford E. Perl, P.C.
Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
 
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 20, 2012
 
 (Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 2
 
   
NAME OF REPORTING PERSON
1
  
 
Merrick RIS, LLC
 
   
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2
  
(a) o
(b) þ
 
   
SEC USE ONLY
3
  
 
 
   
SOURCE OF FUNDS
4
  
 
WC
 
   
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
5
  
 
 
   
CITIZENSHIP OR PLACE OF ORGANIZATION
6
  
 
Delaware
 
   
SOLE VOTING POWER
 
7
 
0
 
NUMBER OF
  
SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
8
 
0
 
EACH
  
SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
9
 
0
 
   
SHARED DISPOSITIVE POWER
 
10
 
0
 
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
  
 
0
 
   
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
12
 
  
 
   
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
  
 
0
 
   
TYPE OF REPORTING PERSON
14
  
 
OO
 
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 3
 
   
NAME OF REPORTING PERSON
1
  
 
Merrick Venture Management, LLC
 
   
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2
  
(a) o
(b) þ
 
   
SEC USE ONLY
3
  
 
 
   
SOURCE OF FUNDS
4
  
 
OO
 
   
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
5
  
 
 
   
CITIZENSHIP OR PLACE OR ORGANIZATION
6
  
 
Illinois
 
   
SOLE VOTING POWER
 
7
 
189,566
 
NUMBER OF
  
SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
8
 
0
 
EACH
  
SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
9
 
189,566
 
   
SHARED DISPOSITIVE POWER
 
10
 
0
 
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
  
 
189,566
 
   
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
12
  
 
 
   
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
  
 
0.2%
 
   
TYPE OF REPORTING PERSON
14
  
 
OO
 
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 4
 
 
NAME OF REPORTING PERSON
1
 
Michael W. Ferro, Jr.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2
(a) o
(b) þ
 
 
SEC USE ONLY
3
 
 
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
 
PF
 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
5
 
 
 
CITIZENSHIP OR PLACE OR ORGANIZATION
6
 
USA
 
   
SOLE VOTING POWER
 
7
 
29,337,473
 
NUMBER OF
 
SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
8
 
0
 
EACH
  
SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
9
 
29,337,473
 
   
SHARED DISPOSITIVE POWER
 
10
 
0
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
 
29,337,473
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
12
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
 
31.5%
 
 
TYPE OF REPORTING PERSON
14
 
IN
 
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 5
 
 
NAME OF REPORTING PERSON
1
 
Merrick Venture Management Holdings, LLC
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2
(a) o
(b) þ
 
 
SEC USE ONLY
3
 
 
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
 
WC
 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
5
 
 
 
CITIZENSHIP OR PLACE OR ORGANIZATION
6
 
Delaware
 
   
SOLE VOTING POWER
 
7
 
0
 
NUMBER OF
  
SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
8
 
23,822,466
 
EACH
  
SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
9
 
0
 
   
SHARED DISPOSITIVE POWER
 
10
 
23,822,466
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11
 
23,822,466
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
12
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
 
25.6%
 
 
TYPE OF REPORTING PERSON
14
 
OO
 
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 6
 
TABLE OF CONTENTS
 
ITEM 1.
SECURITY AND ISSUER
 
ITEM 2.
IDENTITY AND BACKGROUND
 
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
 
ITEM 7.
MATERIAL TO BE FILED AS AN EXHIBIT
 
SIGNATURES
 
 
EXHIBIT INDEX
 
EX-99.6
 
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 7
 
SECURITY AND ISSUER
 
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D (the original Schedule 13D, as amended prior to the date hereof, is referred to herein as the “Schedule 13D”) filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on June 16, 2008.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Schedule 13D.
 
Amendment No. 8 is being filed to report changes in the beneficial ownership of the Reporting Persons as a result of the distribution of shares of Common Stock of Merge Healthcare Incorporated (“Merge” or the “Company”) by Merrick RIS, LLC (“RIS”) and Merrick Venture Management, LLC (“MVM”) to their direct and indirect owners and to add Merrick Venture Management Holdings, LLC (“MVMH”) as a Reporting Person.
 
IDENTITY AND BACKGROUND

Item 2 is hereby supplemented as follows: MVMH is a limited liability company formed under the laws of Delaware.  Its principal business is to function as a private investment holding company and its principal office is at 350 North Orleans Street, 10th Floor, Chicago, Illinois 60654.  Michael W. Ferro, Jr. (“Ferro”) is the Managing Member of MVMH.  Accordingly, Ferro may be deemed for purposes of Rule 13d-3 to be the beneficial owner of the shares held by MVMH.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
Item 3 of the Schedule 13D is hereby supplemented as follows:
 
On December 20, 2012, RIS distributed 10,860,522 shares for no consideration to its members, MVM and Merrick Ventures, LLC (“Ventures”), an affiliate controlled by Ferro.  MVM immediately thereafter distributed 23,822,466 shares for no consideration to its members, Ferro and a trust for the benefit of Ferro’s family (“Family Trust”).  Ferro and  Family Trust immediately thereafter distributed 14,293,481 shares and 9,528,985 shares, respectively, to MVMH. Following such distributions, MVM held 189,566 shares of Common Stock, RIS held 0 shares, Ventures held 4,925,441 shares and MVMH held 23,822,466 shares.  As of the opening of trading on the filing date of this Amendment No. 8, Ferro beneficially owned 29,337,473 shares of Common Stock (including options covering 400,000 shares of Common Stock that are currently exercisable or will become exercisable within sixty (60) days of December 20, 2012).
 
INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 (a), (b), and (c) of the Schedule 13D are hereby amended and restated as follows:
 
(a), (b) As of the opening of trading on the filing date of this Amendment No. 8, Ferro is deemed to have sole voting and dispositive power over the shares of Common Stock directly owned by the following entities which he controls:

Name of Holder
  
Number of Shares
    
Percent of Shares Outstanding
  
Merrick RIS, LLC
     0       0 %
Merrick Venture Management, LLC
     189,566       0.2 %
Merrick Ventures, LLC
     4,925,441       5.3 %
Merrick Venture Management Holdings, LLC
     23,822,466       25.6 %
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 8
 
In addition, Ferro holds options covering 400,000 shares of Common Stock that are currently exercisable or will become exercisable within sixty (60) days of December 20, 2012.  Ferro does not directly own any shares of Common Stock.   Ferro disclaims beneficial ownership of the shares of Common Stock deemed to be beneficially owned by him, except to the extent of his pecuniary interest in such shares.  The ownership percentages are calculated based on 93,110,500 shares of Common Stock as reported by the Company to be outstanding as of November 1, 2012 in its Form 10-Q filed with the SEC on November 1, 2012.
 
(c)  Except for the transactions described above and elsewhere in this Schedule 13D, during the last sixty (60) days, there were no transactions in shares of the Common Stock of the Company effected by the Reporting Persons.
 
MATERIAL TO BE FILED AS AN EXHIBIT
 
Exhibit 1
Joint Filing Agreement
 
 
 
 
 
CUSIP NO.
589499102
  
13D
Page 9
 
SIGNATURES
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: December 31, 2012
 MERRICK RIS, LLC  
       
 
By:
/s/ Michael W. Ferro, Jr.
  
 
Name:
Michael W. Ferro, Jr.
  
 
Title:
Chief Executive Officer
  
       
 
MERRICK VENTURE MANAGEMENT, LLC
  
       
 
By:
/s/ Michael W. Ferro, Jr.
  
 
Name:
Michael W. Ferro, Jr.
  
 
Title:
Chief Executive Officer
  
       
 
MERRICK VENTURE MANAGEMENT
  
   
HOLDINGS, LLC
 
  
 
By:
/s/ Michael W. Ferro, Jr.
  
 
Name:
Michael W. Ferro, Jr.
  
 
Title:
Managing Member
  
       
 
By:
/s/ Michael W. Ferro, Jr.
  
   
Michael W. Ferro, Jr.
  
 
 
 
 
 
       
Page 10
 
EXHIBIT INDEX
 
Exhibit
  
Description
 
Joint Filing Agreement