MERGE HEALTHCARE INC Files SEC form 8-K, Other Events, Financial Statements and Exhibits

Show all filings for MERGE HEALTHCARE INC | Request a Trial to NEW EDGAR Online Pro Form 8-K for MERGE HEALTHCARE INC 5-Nov-2009Other Events, Financial Statements and Exhibits Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational...
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Merge inks China distribution agreement

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Merge Healthcare Announces Offering

MILWAUKEE--(BUSINESS WIRE)--Merge Healthcare (NASDAQ: MRGE - News) (“Merge”) announced today that it is offering to sell up to 9,034,033 shares of common stock in a registered direct offering to select institutional investors at a purchase price of $3.00 per share. Merge expects to enter into definitive agreements with respect to this offering later today. A shelf registration statement, as amended, relating to these securities was previously filed on September 3, 2009 and declared effective by the Securities and Exchange Commission. A free writing prospectus was filed today with the Securities and Exchange Commission. A prospectus supplement related to the offering will be filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A copy of the prospectus supplement and accompanying base prospectus can be obtained at the Securities and Exchange Commission's website ...
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ESCO Technologies, Merge Healthcare: Biggest Price Decliners (ESE, MRGE)

By MARKET DATA STAFF ESCO Technologies Inc. topped the list of Biggest Percentage Price Decliners among common stocks on the New York Stock Exchange at midday on Friday. See the full list . Merge Healthcare Inc. topped the list of Biggest Percentage Price Decliners among common stocks on the Nasdaq Stock Market. See the full list . ...
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Merge Healthcare to sell 9 million shares

Merge Healthcare said it is offering to sell up to 9,034,033 shares of common stock at $3 per share with proceeds going to pay debt held by the company’s chairman and largest shareholder. West Allis-based Merge (NASDAQ: MRGE) said Friday the estimated net proceeds from the registered direct offering to select institutional investors will net proceeds of approximately $25.2 million. The company said it intends to use $18.1 million of the proceeds to prepay in full its senior secured note due in June 2010. The payment will include all amounts owed under the $15 million note and a $3.1 million prepayment penalty. The note is held by Merrick RIS LLC and bears a 13 percent interest rate. Merrick RIS owns 42.7 percent of the Merge’s outstanding common stock. Michael Ferro Jr., who is Merge Healthcare’s chairman, and trusts for the benefit of his family members own a majority of the equity interest in Merrick RIS. Ferro also serves as the chairman and CEO of Merrick RIS. Justin Dearborn, who is Merge’s CEO and a director, served as managing director and general counsel of Merrick Ventures LLC, which is an affiliate of Merrick RIS, from January 2007 until his appointment as Merge CEO in June 2008. Merge said Friday morning that it expects to enter into definitive agreements with respect to this offering later on Friday. Merge Healthcare develops software that automates health care data and diagnostic workflow. The company’s products, range from standards-based development toolkits to fully integrated clinical applications. Merge stock was trading Friday morning at...
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Merge Healthcare Announces $27.3 Million Registered Direct Offering

MILWAUKEE--(BUSINESS WIRE)--Merge Healthcare (NASDAQ: MRGE - News) (“Merge”) announced today that it has entered into definitive agreements to raise up to $27.3 million in gross proceeds, before deducting placement agent fees and other estimated offering expenses, in a registered direct offering with select institutional investors. The transaction is expected to close on November 18, 2009, subject to customary closing conditions. The offering consists of the sale and issuance of up to 9,084,032 shares of the Company’s common stock at a purchase price of $3.00 per share. Merge intends to use the net proceeds from this offering to prepay in full its senior secured note held by Merrick RIS, L.L.C. due June 2010 (the “Note”). The remaining net proceeds from this offering will be used for general corporate purposes, including working capital. William Blair & Company, L.L.C. acted as the lead placement agent for the offering. Craig-Hallum Capital Group LLC and Robert W. Baird & Co. Incorporated acted as co-placement agents for the offering.A shelf registration statement, as amended, relating to these securities was previously filed on September 3, 2009 and declared effective by the Securities and Exchange Commission (SEC No. 333-161691). A prospectus supplement related to the offering will be filed with the Securities and Exchange Commission. This press release does not ...
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Merge Healthcare to raise at least $27.3 million

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MERGE HEALTHCARE INC Files SEC form 8-K, Entry into a Material Definitive Agreement, Financial Statements and Exhibit

Item 1.01. Entry into a Material Definitive Agreement On November 13, 2009, Merge Healthcare Incorporated (the "Company") entered into a placement agency agreement (the "Agency Agreement") with William Blair & Company, L.L.C., Craig-Hallum Capital Group LLC and Robert W. Baird & Co. Incorporated (the "Placement Agents"), pursuant to which the Placement Agents agreed to use their reasonable best efforts to arrange for the sale of up to 9,084,032 shares of the Company's common stock in a registered direct public offering (the "Registered Direct Offering"). The Company has agreed to pay the Placement Agents an aggregate fee equal to 6% of the gross proceeds received in the offering. The Company has also agreed to reimburse the Placement Agents for expenses incurred by them in connection with the offering, with a maximum expense reimbursement in such amount that, when aggregated with the 6% fee, does not exceed the lesser of $150,000 and 8% of the gross proceeds received by the Company in the offering. The Agency Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Placement Agents for losses or damages arising out of or in connection with the sale of the securities being offered. The Company has agreed to indemnify the Placement Agents against liabilities under the Securities Act of 1933, as amended. The Company has also agreed to contribute to payments the Placement Agents may be required to make in respect of such liabilities. Also on November 13, 2009, the Company and certain institutional investors entered into subscription agreements (the "Subscription Agreements") in connection with the Registered Direct Offering, pursuant to which the Company agreed to sell an aggregate of up to 9,084,032 shares of its common stock to such investors for aggregate gross proceeds, before deducting fees to the Placement Agents and o...
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