form8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1
to
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):
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September
1, 2009
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Merge
Healthcare Incorporated
(Exact
name of registrant as specified in its charter)
Delaware
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39-1600938
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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6737
West Washington Street, Suite 2250
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Milwaukee,
Wisconsin
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53214
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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(414)
977-4000
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
The
purpose of this Amendment No. 1 to Current Report on Form 8-K is to amend the
Current Report on Form 8-K filed by the Registrant on September 1, 2009 in which
the Registrant reported its acquisition of Confirma, Inc., by providing the
financial statements and pro forma financial statements required by Item 9.01(a)
and Item 9.01(b) of Form 8-K.
Item
9.01(a). Financial Statements of Businesses Acquired.
Pursuant
to Rule 3-05(b) of Regulation S-X (17 CFR 210.3-05(b)), the Confirma, Inc.
Unaudited Consolidated Financial Statements as of and for the periods ended June
30, 2009 and 2008, are attached hereto as Exhibit 99.2, and the Confirma, Inc.
Consolidated Financial Statements as of and for the years ended December 31,
2008 and 2007, and the related report of its independent auditor, are attached
hereto as Exhibit 99.3.
Item
9.01(b). Pro Forma Financial Information.
Pursuant
to Article 11 of Regulation S-X (17 CFR 210), the Merge Healthcare Incorporated
unaudited pro forma condensed combined balance sheet as of June 30, 2009 and
unaudited condensed combined statements of operations for the six months ended
June 30, 2009 and the year ended December 31, 2008, along with the notes to such
unaudited pro forma condensed combined financial information, are attached
hereto as Exhibit 99.1.
Item
9.01(d). Exhibits
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Consent
of Voldal Wartelle & Co., P.S.
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Unaudited
Pro Forma Condensed Consolidated Financial
Information
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Unaudited
Financial Statements of Confirma, Inc. as of and for the periods ended
June 30, 2009 and 2008
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Financial
Statements of Confirma, Inc. as of and for the years ended December 31,
2008 and 2007
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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 thereunto
duly authorized.
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MERGE
HEALTHCARE INCORPORATED
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September
24, 2009
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/s/
Steven M. Oreskovich
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Title: Chief
Financial Officer
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