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 and Exchange Act of 1934
Date of Report: July 9, 2003
(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 Street, 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)
ITEM 5. OTHER EVENTS
---------------------
On July 9, 2003, Merge Technologies Incorporated, dba Merge eFilm,
announced the signing of a definitive agreement to acquire RIS Logic,
Incorporated.
A copy of the press release announcing the details of the definitive
agreement to acquire RIS Logic, Inc., is filed as an exhibit to this
Form 8-K and is incorporated by reference herein.
(a) Exhibit
99.1 Press release announcing Merge eFilm signs definitive
agreement to acquire RIS Logic, Inc.
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: July 10, 2003 By: /s/ Richard A. Linden
-------------------------------------
Richard A. Linden,
President and Chief Executive Officer
MERGE TECHNOLOGIES INCORPORATED
Dated: July 10, 2003 By: /s/ Scott T. Veech
-------------------------------------
Scott T. Veech,
Chief Financial Officer, Treasurer
and Secretary
EXHIBIT 99.1
MERGE EFILM LOGO
NEWS RELEASE
For Immediate Release
Contact: Beth Frost-Johnson, VP Marketing
Richard Linden, President & CEO
(414) 977-4000
MERGE EFILM SIGNS DEFINITIVE AGREEMENT TO ACQUIRE RIS LOGIC - Acquisition
accelerates RIS/PACS strategy and expands product and service offerings to
imaging center and hospital markets
Milwaukee, WI, July 9, 2003 - Merge Technologies Incorporated (NASDAQ: MRGE),
d.b.a. Merge eFilm, today announced the signing of a definitive agreement to
acquire RIS Logic(r) Incorporated, a privately held Ohio-based company that
develops and supports Radiology Information Systems (RIS) software. The
acquisition price of all RIS Logic shares is $2.725 million in cash plus
772,000 shares of Merge Technologies common stock and the issuance of
replacement employee stock options. The transaction is subject to closing
conditions.
"The acquisition of RIS Logic is an important strategic milestone in our
evolution as a healthcare software and services company focused on delivering
comprehensive RIS/PACS solutions to our target market," said Rich Linden,
Merge eFilm President and CEO. "The imaging center and hospital markets have
clearly expressed a desire to partner with a financially strong, growing and
innovative software and services company that can deliver a total solution
with RIS and PACS functionality. Our combined companies can now deliver on
those expectations as we become a single-source provider and long-term partner
for our customers. Additionally, RIS Logic brings 64 imaging center customers
representing over 200 imaging centers to the new organization. Combined with
our growing number of FUSION Server PACS customers, we now have a sizable
presence in our target market along with new cross-selling opportunities."
"This acquisition makes a clear statement about our intent to provide a single
source solution for RIS/PACS," commented Dan Quigg, President and CEO of RIS
Logic. "The RIS Logic CS solution will continue to be central to the business
strategy delivered by our combined organization. We will continue to develop
new features and client-driven enhancements according to our product road map,
as well as continue to enhance the level of support to our existing clients.
We are committed to providing the healthcare industry with an integrated
business and clinical workflow solution. Together, with Merge eFilm's PACS
solutions, strong financial position and sixteen years of integration
expertise, our solutions will reduce complexity for our customers, accelerate
productivity, optimize reimbursements, enhance referring physician
relationships, and ultimately improve the care of the patients they serve."
Commenting further, Linden said, "We anticipate closing the acquisition of
RIS Logic in July and providing an update to our 2003 financial guidance
during the second quarter earnings conference call scheduled for July 30th.
Additionally, we plan to hold a special investors' conference call on
Thursday, July 10, 2003 at 9:00 a.m. Central Time to discuss the acquisition
and answer investor questions." Information about the call is available at
Merge eFilm's Web Site: http://www.merge.com/companyinformation/pressroom.asp.
##
About Merge eFilm
------------------
Merge eFilm provides integrated healthcare image and information workflow
solutions that create a filmless workflow environment, address the clinical
imaging needs across the healthcare enterprise, and enable cost-effective,
patient-centric care. For more than sixteen years, Merge eFilm has leveraged
its healthcare IT, clinical and engineering experience to create elegant and
affordable solutions that improve the clinicians' productivity and enhance
the quality of the care they provide. For additional information, visit our
website at www.merge-efilm.com.
About RIS Logic
----------------
RIS Logic(Registred), Inc., founded in 1997 by Dr. Frank E. Seidelmann, a
diagnostic neuroradiologist, provides intuitive, comprehensive radiology
information systems (RIS) to diagnostic outpatient imaging centers in the
United States. RIS Logic's strength lies in its ability to automate, integrate
and replicate optimal workflow of a radiology practice. RIS Logic CS allows
clients to realize substantial improvements in productivity and cash flow by
integrating information and automating workflow related to scheduling, report
turnaround, billing, claims processing, and other mission-critical operational
functions in a practice. Additionally, the practice can uncover ways to reduce
bottlenecks, maximize profits and increase revenue through practice analysis
tools. RIS Logic has a client base with over 200 sites. For more information
or a product tour visit www.rislogic.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, including the risk that the proposed transaction may
not close. When used in this press release, the words: believes, intends,
anticipates, expects, and similar expressions are intended to identify
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements 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, credit and
payment risks associated with end-user sales, dependence on major customers,
dependence on key personnel, and other risk factors detailed in filings with
the Securities and Exchange Commission. The Company undertakes no obligation
to publicly release the result of any revisions to these forward-looking
statements that may be made to reflect any future events or circumstances.