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): March 20, 2006
MERGE TECHNOLOGIES INCORPORATED
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(Exact name of registrant as specified in its charter)
Wisconsin 0-29486 39-1600938
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
6737 West Washington Street, Suite 2250, Milwaukee, Wisconsin 53214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 977-4000
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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.
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On March 20, 2006, we received a Nasdaq Staff Determination indicating that we
have not satisfied a rule for continued listing on Nasdaq (Nasdaq Marketplace
Rule 4310(c)(14)) because, as previously disclosed, we did not file our Annual
Report on Form 10-K for the year ended December 31, 2005, on time, and our
common stock is, therefore, subject to delisting from the Nasdaq National
Market.
As provided for in the Nasdaq Marketplace Rules, we have requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff Determination.
No action will be taken to delist our common stock until the Panel has
completed its review, though there can be no assurance that the Panel will
grant our request for continued listing.
We are working diligently to complete our Annual Report on Form 10-K and
will file it as promptly as practicable. We have issued a press release
relating to the foregoing, which is attached as Exhibit 99.1 hereto.
Certain statements in this report may contain words such as "could",
"expects", "may", "anticipates", "believes", "intends", "estimates", "plans",
"envisions", "seeks" and other similar language and are considered
forward-looking statements. These statements are based on Merge's current
expectations, estimates, forecasts and projections about the operating
environment, economies and markets in which Merge operates. These statements
are subject to important assumptions, risks and uncertainties, which are
difficult to predict and the actual outcome may be materially different.
Unless otherwise required by applicable securities laws, Merge disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
ITEM 9.01. Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press Release issued by Merge Technologies Incorporated
on March 23, 2006.
SIGNATURES
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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 hereunto duly authorized.
MERGE TECHNOLOGIES INCORPORATED
Dated: March 23, 2006 By: /s/ Richard A. Linden
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Name: Richard A. Linden
Title: President and Chief Executive
Officer
MERGE TECHNOLOGIES INCORPORATED
Dated: March 23, 2006 By: /s/ Scott T. Veech
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Name: Scott T. Veech
Title: Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by Merge Technologies Incorporated on
March 23, 2006.
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EXHIBIT 99.1
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NEWS RELEASE
For Immediate Release
Contact:
Scott Veech, CFO
Richard Linden, President & CEO
414.977.4000
MERGE TECHNOLOGIES RECEIVES NASDAQ NOTIFICATION
MILWAUKEE, WI, March 23, 2006 - Merge Technologies Incorporated, d.b.a.
Merge Healthcare (NASDAQ: MRGE; TSX: MRG) (the "Company" or "Merge") today
announced that because the Company has not yet filed its Annual Report on Form
10-K for the year ended December 31, 2005, it received a Nasdaq Staff
Notification on March 20, 2006, stating that the Company is not in compliance
with Nasdaq's Marketplace Rule 4310(c)(14), and that its securities are,
therefore, subject to delisting from the Nasdaq National Market. The delisting
notification is customary when a Nasdaq listed company fails to complete a
required filing in a timely manner.
In accordance with Nasdaq rules, Merge has requested a hearing before
a Nasdaq Listing Qualifications Panel for continued listing on the Nasdaq
Stock Market. No action will be taken to delist Merge's common stock until
the Panel has completed its review, though there can be no assurance that
the Panel will grant Merge's request for continued listing.
Richard A. Linden, President and Chief Executive Officer, stated, "We
are cooperating fully with Nasdaq and are taking all actions necessary to
bring our company back into compliance with all the listing requirements."
Merge is working diligently to complete its Annual Report on Form
10-K and will file it as promptly as practicable.
# # #
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.
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: guidance,
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, ability to
integrate acquisitions, unexpected outcomes to any pending or future
litigation, 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.