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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: September 3, 1999
(Date of earliest event reported)
MERGE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in the charter)
Wisconsin 0-29486 39-1600938
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1126 South 70th St.
Milwaukee, Wisconsin 53214-3151
(Address of Principal Executive Offices)
(414) 977-4000
(Registrant's telephone number including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 3, 1999 (the "Closing Date"), Merge Technologies Incorporated
(the "Company"), 3032854 Nova Scotia Company ("Holdings"), a Nova Scotia,
Canada, corporation and a wholly owned subsidiary of the Company, and Interpra
Medical Imaging Networks Ltd. ("Interpra"), an Ontario corporation, pursuant to
the terms of a Purchase Agreement (the "Purchase Agreement") among the Company,
Holdings and Interpra, completed certain transactions wherein, among other
things, Holdings acquired 100% of the issued and outstanding shares of common
stock (the "New Common Shares") of Interpra (the "Acquisition"). As part of the
transactions contemplated under the Purchase Agreement each share of common
stock previously outstanding of Interpra was exchanged for and converted into
317.333 shares of newly authorized non-voting shares of exchangeable stock (the
"Exchangeable Shares") of Interpra. Each Exchangeable Share is exchangeable and
convertible into one share of common stock of the Company. Pursuant to
registration rights granted by the Company to the holders of Exchangeable Shares
under the Purchase Agreement, the Company has agreed that, by no later than
December 31, 1999, it will prepare and file with the Securities and Exchange
Commission a registration statement on Form S-3 for the offer and sale of the
Exchangeable Shares.
In connection with the Acquisition, the Company agreed to Employment
Agreements for terms of one year with each of Stephen Herman, John Soloninka and
James Arbuthnot to serve in the capacities of Chief Medical Officer, Program
Manager and Manager of Information Systems Product Development, respectively, of
Interpra, now named Merge Technologies Canada Ltd.
Copies of the Purchase Agreement and the press release issued by the
Company in connection with the Acquisition are attached as exhibits hereto and
incorporated herein by reference.
All of the statements herein, other than historical facts, are
forward-looking statements made in reliance upon the Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995. As such, they involve
risks and uncertainties and are subject to change at any time. These statements
reflect the Company's current expectations regarding the future profitability of
the Company and its subsidiaries and the benefits to be derived from the
Company's execution of its industry consolidation strategy. There can be no
assurance that the Company's actual future performance or that of its
subsidiaries will meet the Company's expectations for growth and profitability.
The statements in this Form 8-K involve known and unknown risks, uncertainties,
and other factors which may cause actual results, performance, or achievements
to be materially different from any future results, performance, or achievements
expressed or implied by these forward-looking statements. Some of the factors
which could affect the Company are set forth in its Annual Report on Form 10-K
for the year ended December 31, 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial statements of the business acquired will be filed by
amendment not later than 60 days from the date of this filing.
(b) Exhibits
99.1 Press Release announcing the completion of the acquisition of the
ownership of Interpra Medical Imaging Ltd. by Merge Technologies Incorporated
through its wholly owned subsidiary, 3032854 Nova Scotia Company.
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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
Dated: September 20, 1999 By: /s/ William C. Mortimore
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William C. Mortimore,
President and Chief Executive Officer
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EXHIBIT 99.1
[MERGE LOGO]
NEWS RELEASE
For Immediate Release
Contact: Colleen Doan, Chief Financial Officer
(414) 977-4000
MERGE TECHNOLOGIES ANNOUNCES COMPLETION OF INTERPRA ACQUISITION
Expands product line to provide internet/intranet solutions integrating clinical
workflow management to back office and imaging infrastructure
Milwaukee, WI, September 2, 1999 -- Merge Technologies Incorporated
(NASDAQ: MRGE) today announced that it has completed the acquisition of Interpra
Medical Imaging Network Ltd. Merge adds Interpra's Java-based clinical workflow
and information management products to its line of image management and
networking solutions for healthcare enterprises.
"The long-term game plan of Merge is leadership in providing data and
workflow integration technologies for the healthcare enterprise. With this
acquisition, Merge expands beyond its leading position in DICOM data integration
technologies into advanced web-based medical workflow tools that can be globally
accessed from any location with an internet connection or across a healthcare
enterprise's intranet," said William Mortimore, President and CEO of Merge. "We
now offer products that facilitate all the steps of creating web-accessible
multimedia radiology reports. These include electronic collection and archiving
of diagnostic images, selection of reference images, direct speech to text
conversion, online access to medical reference and clinical guideline
information, improved billing administration, quality control, practice
management statistics, and secure web access to completed reports."
Dr. Stephen Herman, a practicing radiologist at Toronto's University Health
Network, former President of Interpra and now the Chief Medical Officer of Merge
said, "For several years, physicians have sought to take advantage of speech
recognition,
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internet technologies, online medical content and multimedia data repositories
to improve the quality of their workflow and service delivery. Merge can now
fill this market need with its worldwide sales and support organization, its
twelve years of success in imaging connectivity together with Interpra's medical
workflow integration technologies."
These technologies are also available to Merge's numerous OEM/VAR customers
to include within their image and workflow management products. "Our customers
can immediately take advantage of the HL-7 and DICOM medical standards together
with Java and web information distribution technologies, which can dramatically
improve their time to market," said Mr. Mortimore.
"Merge will continue Interpra's technology development effort in Toronto,"
according to Michael J. Franco, Merge's Vice President for Engineering and Chief
Technology Officer. "Toronto has an excellent reputation for web-based software
engineers, and our efforts there will augment the strong technical staff at
Merge's Milwaukee headquarters. Also, Interpra's experience in working with a
major Toronto-based academic hospital network that performs over 500,000
imaging procedures per year will translate into 'industrial strength' solutions
for our customers."
Merge Technologies Incorporated is a global leader in the drive towards an
integrated healthcare enterprise. The Company's products integrate the data
generated by medical devices into standard medical data communications formats
such as DICOM and HL-7, provide clinical workflow integration and produce
multimedia electronic reports for distribution in a healthcare enterprise
information network. The company's products have been installed at thousands of
healthcare facilities throughout the world.
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. Actual results may vary significantly based on a number
of factors, including, but not limited to, risks in product and technology
development, market acceptance of new products and continuing product demand,
the impact of competitive products and pricing, changing economic conditions and
other risk factors detailed in filings with the Securities and Exchange
Commission. In addition, the acquisition referred to herein is subject to the
execution of a definitive agreement, satisfactory completion of due diligence
review, obtaining required approvals and other customary closing conditions.
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