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): May 16, 2006
MERGE TECHNOLOGIES INCORPORATED
---------------------------------
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 0-29486 39-1600938
---------------- ------------------------ -------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
6737 West Washington Street, Suite 2250, Milwaukee, Wisconsin 53214
-----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (414) 977-4000
--------------------------------------------------------------
(Former name or former address, if changed since last report)
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:
-- Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
-- Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
-- Pre-commencement communications pursuant to Rule 14d-(b) under the
Exchange Act (17 CFR 240.14d-2(b))
-- Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
------------------------------------------------------------------------------
On May 16, 2006, Merge Technologies Incorporated (the "Registrant")
received a written notification from the staff of The NASDAQ Stock Market
stating that the Registrant's failure to timely file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006, as required by NASD Marketplace
Rule 4310(c)(14), would serve as an additional basis for delisting the
Registrant's common stock from The NASDAQ Stock Market. The written
notification further provides that the NASDAQ Listing Qualifications Panel will
consider this matter in rendering its determination regarding the Registrant's
continued listing on The NASDAQ National Market.
This notification is in addition to the previously disclosed written
notification from the staff received on March 20, 2006, stating that the
Registrant was not in compliance with NASD Marketplace Rule 4310(c)(14) because
the Registrant did not timely file its Annual Report on Form 10-K for the year
ended December 31, 2005, and that the Registrant's common stock was, therefore,
subject to delisting from The NASDAQ National Market. On April 20, 2006,
representatives of the Registrant appeared before the NASDAQ Listing
Qualifications Panel to, among other things, request that the panel grant the
Registrant an extension until June 30, 2006 to regain compliance. The NASDAQ
Listing Qualifications Panel has not yet informed the Registrant of its
decision with respect to such request.
The Registrant continues to cooperate with the NASDAQ Listing
Qualifications Panel and plans, in accordance with NASD Marketplace Rules, to
present its views with respect to this matter in a timely written response.
A copy of the Registrant's press release with respect to this matter
is attached hereto as Exhibit 99.1, and the information contained therein is
incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
--------------------------------------------------
(d) Exhibits
Exhibit
Number Description of Exhibits
----------- -------------------------
99.1 Press Release of the Registrant dated May 22, 2006.
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 hereunto duly authorized.
MERGE TECHNOLOGIES INCORPORATED
By: /s/ Scott T. Veech
---------------------------------------
Scott T. Veech
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
Dated: May 22, 2006
EXHIBIT INDEX
-----------------
Exhibit
Number Description of Exhibits
----------- -------------------------
99.1 Press Release of the Registrant dated May 22, 2006.
--------------
Exhibit 99.1
--------------
News Release
FOR IMMEDIATE RELEASE
Beth Frost-Johnson, Sr. VP of Marketing
Merge Healthcare
414.977.4254
bfrost@merge.com
William Mortimore, President and CEO
Merge Healthcare
414.977.4000
wmortimore@merge.com
MERGE TECHNOLOGIES RECEIVES SECOND NASDAQ NOTIFICATION
Milwaukee, WI, May 22, 2006 - Merge Technologies Incorporated, d.b.a.
Merge Healthcare (NASDAQ: MRGE; TSX: MRG), today announced that the Company
received a written notification from the staff of The NASDAQ Stock Market on
May 16, 2006, stating that the Company's failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 would serve as an
additional basis for delisting the Company's common stock from The NASDAQ Stock
Market. The written notification further provides that the NASDAQ Listing
Qualifications Panel will consider this matter in rendering its determination
regarding the Company's continued listing on The NASDAQ National Market. This
notification is in addition to the previously announced written notification
from the staff received on March 20, 2006, stating that the Company was not
in compliance with a NASDAQ listing requirement because the Company did not
timely file its Annual Report on Form 10-K for the year ended December 31,
2005, and that the Company's common stock was, therefore, subject to delisting
from The NASDAQ National Market. As previously announced, on April 20, 2006,
representatives of the Registrant appeared before the NASDAQ Listing
Qualifications Panel to, among other things, request that the panel grant the
Registrant an extension until June 30, 2006 to regain compliance. The NASDAQ
Listing Qualifications Panel has not yet informed the Registrant of its
decision with respect to such request. The Company continues to cooperate
with the NASDAQ Listing Qualifications Panel and plans to present its views
with respect to this matter in a timely written response.
# # #
Merge Healthcare is a market leader in the development and delivery of medical
imaging and information management software and services. Our innovative
software solutions use leading-edge imaging software technologies that
accelerate market delivery for our OEM customers, while our end-user solutions
improve our customers' productivity and enhance the quality of patient care
they provide. For additional information, visit our website at www.merge.com.
Merge eMed, a Merge Healthcare company, is focused on accelerating
productivity for radiology departments and specialty practices, imaging
centers and hospitals. By combining sophisticated RIS, PACS, advanced
visualization and clinical imaging applications, Merge eMed delivers
integrated end-to-end software solutions and professional services that are
transforming the way our customers interact with referring physicians, manage
their workflow, position their businesses in their markets and deliver
imaging and information services to their customers. For additional
information, visit our website at www.merge-emed.com.
Cedara Software is a Merge Healthcare company focused on the development of
custom engineered software applications and development tools for the medical
imaging OEM and International markets. Cedara software is deployed in hospitals
and clinics worldwide and is licensed by many of the world's leading medical
device and healthcare information technology companies. Cedara technologies
and expertise span all the major digital imaging modalities including computed
tomography (CT), magnetic resonance imaging (MRI), digital X-ray, mammography,
ultrasound, echo-cardiology, angiography, nuclear medicine, positron emission
tomography (PET) and fluoroscopy. Cedara medical imaging offerings are used
in all aspects of clinical imaging workflow including the capture of a
patient's digital image; the archiving, communication and manipulation of
digital images; sophisticated clinical applications to analyze digital
images; and the use of imaging in minimally-invasive surgery. For additional
information, visit our website at www.cedara.com.
Except for the historical information herein, the matters discussed in this
news release include forward-looking statements that may involve a number
of risks and uncertainties. When used in this press release, the words
"will," "believes," "intends," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Actual
results could differ materially from those expressed in, or implied by, the
forward-looking statements based on a number of factors, including, but not
limited to, costs, risks and effects of the on-going investigation by the
Audit Committee of the Board of Directors; the impact of any restatement of
financial statements of the Company or other actions that may be taken or
required as a result of such restatement; the Company's inability to timely
file reports with the Securities and Exchange Commission; risks associated
with the Company's inability to meet the requirements of The NASDAQ Stock
Market for continued listing, including possible delisting; costs, risks and
effects of legal proceedings and investigations, including the informal,
non-public inquiry being conducted by the Securities and Exchange Commission
and class action, derivative, and other lawsuits; risks in product and
technology development, market acceptance of new products and continuing
product demand, the impact of competitive products and pricing, ability to
integrate acquisitions, changing economic conditions, credit and payment
risks associated with end-user sales, dependence on major customers,
dependence on key personnel, and other risk factors detailed in the
Company's filings with the Securities and Exchange Commission. Except as
expressly required by the federal securities laws, the Company undertakes
no obligation to update such factors or to publicly announce the results of
any of the forward-looking statements contained herein to reflect future
events, developments, or changed circumstances, or for any other reason.