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): April
16, 2009
Merge
Healthcare Incorporated
(Exact
name of registrant as specified in its charter)
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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))
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Item
8.01 Other Events.
On April
16, 2009, Merge Healthcare Incorporated (the "Registrant") issued a News Release
announcing that Merge Cedara ExchangeCo Limited, a subsidiary of Merge
Technologies Holdings Co., a wholly owned subsidiary of the Registrant
(“Holdings”), purchased all of the outstanding exchangeable shares of Merge
Cedara ExchangeCo Limited on April 15, 2009. Holdings exercised its
overriding Redemption Call Right acquiring all of the outstanding exchangeable
shares in order to reduce the administrative effort and cost associated with
multiple exchange listings. Accordingly, trading of the exchangeable
shares was halted at start of trading on April 16, 2009 and the exchangeable
shares were delisted from the Toronto Stock Exchange following the close of
trading on April 16, 2009. This legal transaction will not
impact the weighted average number of Common Shares outstanding used by the
Registrant in its computation of basic and diluted earnings per
share.
A copy of
the Registrant’s News Release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
99.1 News Release of the Registrant dated April 16, 2009.
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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 thereunto duly
authorized.
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April
16, 2009
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MERGE
HEALTHCARE INCORPORATED
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/s/
Steven M. Oreskovich
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By: Steven
M. Oreskovich
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Title: Chief
Financial Officer
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EXHBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Exhibit
99.1 News Release dated April 16,
2009
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