sv4za

0000950123-11-093052.txt : 20111028 0000950123-11-093052.hdr.sgml : 20111028 20111028171210 ACCESSION NUMBER: 0000950123-11-093052 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20111028 DATE AS OF CHANGE: 20111028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0617 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-01 FILM NUMBER: 111165994 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 MAIL ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 FORMER COMPANY: FORMER CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERGE HEALTHCARE INC CENTRAL INDEX KEY: 0000944765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 391600938 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640 FILM NUMBER: 111165992 BUSINESS ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: 24TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601-3436 BUSINESS PHONE: 312-565-6868 MAIL ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: 24TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601-3436 FORMER COMPANY: FORMER CONFORMED NAME: MERGE HEALTHCARE Inc DATE OF NAME CHANGE: 20081217 FORMER COMPANY: FORMER CONFORMED NAME: MERGE HEALTHCARE INC DATE OF NAME CHANGE: 20080221 FORMER COMPANY: FORMER CONFORMED NAME: MERGE TECHNOLOGIES INC DATE OF NAME CHANGE: 19971030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMICAS, Inc. CENTRAL INDEX KEY: 0001028584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 592248411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-03 FILM NUMBER: 111165998 BUSINESS ADDRESS: STREET 1: 20 GUEST STREET STREET 2: SUITE 400 CITY: BOSTON STATE: MA ZIP: 02135 BUSINESS PHONE: 617-779-7221 MAIL ADDRESS: STREET 1: 20 GUEST STREET STREET 2: SUITE 400 CITY: BOSTON STATE: MA ZIP: 02135 FORMER COMPANY: FORMER CONFORMED NAME: VITALWORKS INC DATE OF NAME CHANGE: 20010809 FORMER COMPANY: FORMER CONFORMED NAME: VITAL WORKS INC DATE OF NAME CHANGE: 20010806 FORMER COMPANY: FORMER CONFORMED NAME: INFOCURE CORP DATE OF NAME CHANGE: 19961209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Requisite Software Inc. CENTRAL INDEX KEY: 0001497506 IRS NUMBER: 271023435 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-05 FILM NUMBER: 111165993 BUSINESS ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 BUSINESS PHONE: 414-977-4000 MAIL ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Merge eClinical Inc. CENTRAL INDEX KEY: 0001497508 IRS NUMBER: 200308891 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-06 FILM NUMBER: 111165995 BUSINESS ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 BUSINESS PHONE: 414-977-4000 MAIL ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Merge Asset Management Corp. CENTRAL INDEX KEY: 0001497510 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-07 FILM NUMBER: 111165996 BUSINESS ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 BUSINESS PHONE: 414-977-4000 MAIL ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Confirma Europe LLC CENTRAL INDEX KEY: 0001497511 IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-08 FILM NUMBER: 111165997 BUSINESS ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 BUSINESS PHONE: 414-977-4000 MAIL ADDRESS: STREET 1: 6737 WEST WASHINGTON STREET STREET 2: SUITE 2250 CITY: MILWAUKEE STATE: WI ZIP: 53214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stryker Imaging Corp CENTRAL INDEX KEY: 0001501193 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-04 FILM NUMBER: 111166000 BUSINESS ADDRESS: STREET 1: 900 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029 BUSINESS PHONE: 262-367-0700 MAIL ADDRESS: STREET 1: 900 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Abraxas Medical Solutions, Inc. CENTRAL INDEX KEY: 0001528991 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176640-02 FILM NUMBER: 111165999 BUSINESS ADDRESS: STREET 1: 900 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029 BUSINESS PHONE: 262-367-0700 MAIL ADDRESS: STREET 1: 900 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029 S-4/A 1 n65551a2sv4za.htm FORM S-4/A sv4za

As filed with the Securities and Exchange Commission on October 28, 2011

Registration No. 333-176640

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MERGE HEALTHCARE INCORPORATED

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS


Delaware (State or other jurisdiction of incorporation or organization)		7373 (Primary Standard Industrial Classification Code Number)		39-1600938 (I.R.S. Employer Identification No.)

200 East Randolph Street, 24th Floor

Chicago, Illinois 60601-6436

(312) 565-6868

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jeffery A. Surges

Chief Executive Officer

Merge Healthcare Incorporated

200 East Randolph Street, 24th Floor

Chicago, Illinois 60601-6436

(312) 565-6868

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Ann Mayberry-French

Vice President, General Counsel and Secretary

Merge Healthcare Incorporated

900 Walnut Ridge Drive

Hartland, Wisconsin 53029

(262) 367-0700

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a small reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issues Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third — Party Tender Offer) o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The following subsidiaries of Merge Healthcare Incorporated are Registrant Guarantors:


	State or Other
	Jurisdiction of	Primary Standard		I.R.S. Employer
Exact Name of Registrant Guarantor as	Incorporation or	Industrial		Identification
Specified in its Charter	Organization	Classification Number		Number

Abraxas Medical Solutions, Inc.	Delaware		3841		26-1525385
AMICAS, Inc. (now Merge Healthcare Solutions Inc.)	Delaware		7372		59-2248411
Confirma Europe LLC	Washington		7373		N/A
Merge Asset Management Corp.	Delaware		7373		N/A
Merge eClinical Inc.	Delaware		7373		20-0308891
Ophthalmic Imaging Systems	California		3841		94-3035367
Requisite Software Inc.	Delaware		7373		27-1023435
Stryker Imaging Corporation	Delaware		7373		65-1017159

The address, including zip code, and telephone number, including area code, of the principal executive office of each Registrant Guarantor listed above are the same as those of Merge Healthcare Incorporated.

EXPLANATORY NOTE

This Amendment No. 2 is being filed solely to file additional exhibits to the Registration Statement. This Amendment does not modify any provision of the Prospectus constituting Part I of the Registration Statement or Items 20 or 22 of Part II of the Registration Statement. Accordingly, such Prospectus and Items 20 and 22 of Part II of the Registration Statement have not been included herein.

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 21.	*Exhibits and Financial Statement Schedules.*

(a) Exhibits

See the Exhibit Index, which follows the signature pages and which is incorporated herein by reference.

(b) Financial Statement Schedules.

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hartland, Wisconsin on this 28^th day of October, 2011.

Merge Healthcare Incorporated


	By:	/s/ Jeffery A. Surges

Name: Jeffery A. Surges


	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on this 28^th day of October, 2011.


Signature				Title


* Michael W. Ferro, Jr.				Chairman of the Board

/s/ Jeffery A. Surges Jeffery A. Surges				Director and Chief Executive Officer (Principal Executive Officer)

* Justin C. Dearborn				Director, President and Chief Financial Officer (Principal Financial Officer)

* Steven M. Oreskovich				Chief Accounting Officer (Principal Accounting Officer)

* Dennis Brown				Director

* Gregg G. Hartemayer				Director

* Richard A. Reck				Director

* Neele E. Stearns, Jr.				Director

* Pursuant to power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

SIGNATURES

Abraxas Medical Solutions, Inc.


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to Power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

SIGNATURES

AMICAS, Inc. (now Merge Healthcare Solutions Inc.)


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to Power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

SIGNATURES

Confirma Europe LLC


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer of the Sole Manager and Chief Executive Officer of the Registrant


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				President and Chief Executive Officer of the Sole Manager and Chief Executive Officer of the Registrant (Principal Executive Officer)

* Steven M. Oreskovich				Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

* Pursuant to Power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

SIGNATURES

Merge Asset Management Corp.


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

II-8

SIGNATURES

Merge eClinical Inc.


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

II-9

SIGNATURES

Ophthalmic Imaging Systems

By: /s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to Power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

II-10

SIGNATURES

Requisite Software Inc.


	By:	/s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President and Chief Executive Officer


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director, President and Chief Executive Officer (Principal Executive Officer)

* Steven M. Oreskovich				Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to Power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

II-11

SIGNATURES

Stryker Imaging Corporation

By: /s/ Justin C. Dearborn

Name: Justin C. Dearborn


	Title:	President


Signature				Title


/s/ Justin C. Dearborn Justin C. Dearborn				Director and President (Principal Executive Officer)

* Steven M. Oreskovich				Director and Treasurer (Principal Financial and Accounting Officer)

/s/ Ann G. Mayberry-French Ann G. Mayberry-French				Director

* Pursuant to power of Attorney

/s/ Ann G. Mayberry-French Attorney-in-Fact

II-12

EXHIBIT INDEX


2	.1	Agreement and Plan of Merger, dated as of May 30, 2009, by and among Registrant, Merge Acquisition Corp., a wholly owned subsidiary of Registrant, and etrials Worldwide, Inc.(A)
2	.2	Agreement and Plan of Merger, dated as of August 7, 2009, by and among Registrant, Merge Acquisition Corporation, a wholly owned subsidiary of Registrant, Confirma, Inc. and John L. Brooks(B)
2	.3	Agreement and Plan of Merger dated as of February 28, 2010 by and among Registrant, Project Ready Corp. and AMICAS, Inc.(C)
2	.4	Stock Purchase Agreement, dated as of July 2, 2010, by and among Stryker Corporation, Stryker Imaging Corporation and the Registrant(D)
2	.5	Asset Purchase Agreement, dated as of July 30, 2010, between Registrant and Merrick Healthcare Solutions, LLC d/b/a Olivia Greets(E)
2	.6	Agreement and Plan of Merger, dated as of June 5, 2011 by and among the Registrant, ES Acquisition Corp., a wholly owned subsidiary of Registrant and Ophthalmic Imaging Systems(F)
3	.1	Certificate of Incorporation as filed on October 14, 2008, and Certificate of Merger as filed on December 3, 2008 and effective on December 5, 2008(G)
3	.2	Series A Preferred Stock Certificate of Designations(H)
3	.3	Amendment to the Certificate of Incorporation as filed on September 27, 2010(I)
3	.4	Bylaws of Registrant(G)
4	.1	Indenture, dated as of April 28, 2010, by and among Registrant, the guarantors of the Notes and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 11.75% Senior Secured Notes due 2015(H)
4	.2	First Supplemental Indenture dated as of June 14, 2011(J)
4	.3	Second Supplemental Indenture dated as of June 20, 2011(K)
4	.4	Third Supplemental Indenture dated as of September 1, 2011**
4	.5	Registration Rights Agreement dated as of June 20, 2011 by and among the Company, the guarantors of the Notes and Morgan Stanley & Co. LLC(K)
5	.1	Opinion of McDermott Will & Emery LLP*
5	.2	Opinion of Davis Wright Tremaine LLP*
10	.1	Registration Rights Agreement, dated June 4, 2008, by and between Registrant and Merrick RIS, LLC(L)
10	.2	Securities Purchase Agreement, dated May 21, 2008, by and among Registrant, the subsidiaries listed on the Schedule of Subsidiaries attached thereto, and Merrick RIS, LLC(M)
10	.3	Employment Letter Agreement between the Registrant and Justin C. Dearborn entered into as of June 4, 2008(N)
10	.4	Employment Letter Agreement between the Registrant and Steven M. Oreskovich entered into as of June 4, 2008(N)
10	.5	Amendment dated July 1, 2008 to that certain Securities Purchase Agreement, dated May 21, 2008, by and among the Registrant, certain of its subsidiaries and Merrick RIS, LLC(O)
10	.6	Consulting Agreement, effective as of January 1, 2009, by and between Registrant and Merrick RIS, LLC(G)
10	.7	Amendment effective as of January 1, 2010 to that certain Consulting Agreement, effective as of January 1, 2009, by and among the Registrant and Merrick RIS, LLC(N)
10	.8	1996 Stock Option Plan for Employees of Registrant dated May 13, 1996(Q), as amended and restated in its entirety as of September 1, 2003(R)
10	.9	1998 Stock Option Plan for Directors(S)
10	.10	2000 Employee Stock Purchase Plan of Registrant effective July 1, 2000(T)
10	.11	2005 Equity Incentive Plan adopted March 4, 2005, and effective May 24, 2005 as amended(U)
10	.12	Employment Agreement by and between the Registrant and Jeffery A. Surges entered into as of November 5, 2010(D)
12	.1	Computation of Ratio of Earnings to Fixed Charges**
14	.1	Code of Ethics(G)


14	.2	Whistleblower Policy(G)
23	.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm, with respect to the financial statements of the Registrant**
23	.2	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm, with respect to the financial statements of AMICAS, Inc. (now Merge Healthcare Solutions Inc.)**
23	.3	Consent of Ernst & Young LLP — Boca Raton, Florida, Independent Registered Public Accounting Firm, with respect to the financial statements of Emageon Inc.**
23	.4	Consent of Perry-Smith LLP, Independent Registered Public Accounting Firm, with respect to the financial statements of Ophthalmic Imaging Systems**
23	.5	Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 5.1)
24	.1	Powers of Attorney**
25	.1	Form T-1, Trustee’s Statement of Eligibility**
99	.1	Letter of Transmittal**
99	.2	Notice of Guaranteed Delivery**
99	.3	Letter to Registered Holders**
99	.4	Letter To Clients and Instructions To Registered Holder from Beneficial Owner**
99	.5	Merge Healthcare Incorporated and AMICAS, Inc. (now Merge Healthcare Solutions Inc.) Unaudited Pro Forma Condensed Consolidated Financial Information for the Year Ended December 31, 2010**
99	.6	Ophthalmic Imaging Systems Condensed Consolidated Financial Statements and Notes for the Three and Six Months Ended June 30, 2011 and 2010**
99	.7	Merge Healthcare Solutions Inc. Consolidated Financial Statements and Notes as of December 31, 2010 and 2009, and for the Periods Ended December 31, 2010 and April 27, 2010, and the Years Ended December 31, 2009 and 2008**
99	.8	Merge Healthcare Solutions Inc. Condensed Consolidated Financial Statements and Notes for the Six Months Ended June 30, 2011 and 2010**


*		Filed herewith


**		Previously filed


(A)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated June 2, 2009.

(B)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 10, 2009.

(C)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated March 4, 2010.

(D)		Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

(E)		Incorporated by reference from the Registrant’s Current Report of Form 8-K dated July 30, 2010.

(F)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated June 6, 2011.

(G)		Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

(H)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated March 30, 2010.

(I)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated September 30, 2010.

(J)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated June 15, 2011.

(K)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated June 20, 2011.

(L)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated June 6, 2008.

(M)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated May 22, 2008.

(N)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated July 15, 2008.

(O)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated July 7, 2008.

(P)		Incorporated by reference from the Registrant’s Current Report on Form 8-K dated April 2, 2010.

(Q)		Incorporated by reference from Registration Statement on Form SB-2 (No. 333-39111) effective January 29, 1998.


(R)		Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2003.

(S)		Incorporated by reference from the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997.

(T)		Incorporated by reference from the Registrant’s Proxy Statement for the Annual Meeting of Shareholders on May 23, 2000.

(U)		Incorporated by reference from the Registrant’s Proxy Statement for the Annual Meeting of Shareholders on June 2, 2011.

EX-5.1 2 n65551a2exv5w1.htm EX-5.1 exv5w1

Exhibit 5.1

Boston Brussels Chicago Düsseldorf London Los Angeles Miami Milan Munich

New York Orange County Paris Rome San Diego Silicon Valley Washington, D.C.

Strategic alliance with MWE China Law Offices (Shanghai)

October 28, 2011

Merge Healthcare Incorporated
200 E. Randolph Street
24th Floor
Chicago, Illinois 60601-6436


Re:		Registration Statement on Form S-4 Relating to $52,000,000 Aggregate Principal Amount of 11.75% Senior Secured Notes due 2015

Ladies and Gentlemen:

We have acted as special counsel to Merge Healthcare Incorporated, a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries that are signatories to the Indenture (together, the “Guarantors”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-4 (the “Registration Statement”) which includes a form of prospectus (the “Prospectus”) relating to the proposed exchange by the Company of $52,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due 2015, which are to be registered under the Act (the “Exchange Notes”), for a like amount of its outstanding, unregistered 11.75% Senior Secured Notes due 2015 issued on June 20, 2011 (the “Outstanding Notes”). The Exchange Notes will be guaranteed as to the payment of principal and interest thereon (such guarantees, the “Guarantees” and, collectively, with the Exchange Notes, the “Securities”) by the Guarantors. The Securities will be issued pursuant to an indenture, dated as of April 28, 2010 as supplemented by the First Supplemental Indenture dated June 14, 2011 and the Second Supplemental Indenture dated June 20, 2011 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “Trustee”).

In rendering the opinions set forth herein, we have examined and relied upon originals or copies of the following: (i) the Registration Statement; (ii) the Indenture; (iii) the form of the Exchange Note; (iv) resolutions relating to the authorization and issuance of the Securities and the registration of the Securities with the Commission on the Registration Statement adopted by the Board of Directors of the Company and by the Board of Directors (or other governing body) of each of the Guarantors on June 20, 2011 and (v) the opinion of Davis Wright Tremaine LLP with respect to the valid existence, power and authority of Confirma Europe LLC, a limited liability company organized in the State of Washington.

We have also examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates of officers or representatives of the Company and others, and such other documents, certificates and corporate and other records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity

of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Guarantors and public officials.

Members of our firm are admitted to the Bars of the State of New York and the State of California. We express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the laws of the State of California, (iii) the laws of the State of Washington, (iv) the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution, and (v) the federal laws of the United States of America.

In rendering our opinions below, we have assumed that: (i) the Trustee is and has been duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture; (ii) the Indenture has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, the Trustee, enforceable against the Trustee in accordance with its terms; (iii) the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; (iv) the Trustee had and has the requisite organizational and legal power and authority to perform its obligations under the Indenture; and (v) the Exchange Notes will be duly authenticated by the Trustee in the manner provided in the Indenture.

The opinions set forth herein are subject in each case to the following qualifications, limitations and exceptions: (i) enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law; and (ii) we express no opinion as to the effect of any federal or state laws regarding fraudulent conveyances or transfers. The opinions set forth herein are also subject to the qualifications, limitations and exceptions set forth in the opinion of Davis Wright Tremaine LLP.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

(i) When duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes pursuant to the exchange offer described in the Registration Statement, the Exchange Notes will be duly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and;

(ii) Upon the due execution, authentication and issuance of the Exchange Notes in accordance with the Indenture and the delivery of the Exchange Notes in exchange for the Outstanding Notes pursuant to the exchange offer described in the Registration Statement, the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our Firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion letter is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion letter is given as of the date hereof and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof which might alter the opinions contained herein.

Very truly yours,

/s/ McDermott Will & Emery LLP

EX-5.2 3 n65551a2exv5w2.htm EX-5.2 exv5w2

Exhibit 5.2

October 26, 2011

Merge Healthcare Incorporated
200 E. Randolph Street
24th Floor
Chicago, Illinois 60601-6336

Re: Registration Statement on Form S-4 relating to $52,000,000 in aggregate Principal Amount of 11.75% Senior Secured Notes Due 2015

Ladies and Gentlemen:

We have acted as special counsel to Confirma Europe LLC, a Washington limited liability company (“Confirma Europe”), a wholly-owned subsidiary of Merge Healthcare Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-4 (the “Registration Statement”) which includes a form of prospectus (the “Prospectus”) relating to the proposed exchange by the Company of $52,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due 2015, which are to be registered under the Act (the “Exchange Notes”), for a like amount of its outstanding, unregistered 11.75% Senior Secured Notes due 2015 issued on June 20, 2011 (the “Outstanding Notes”). The Exchange Notes will be guaranteed as to the payment of principal and interest thereon (such guarantees, the “Guarantees” and, collectively with the Exchange Notes, the “Securities”) by subsidiaries of the Company, including Confirma Europe. The Securities will be issued pursuant to an indenture, dated as of April 28, 2010 as supplemented by the First Supplemental Indenture dated June 14, 2011 and the Second Supplemental Indenture dated June 20, 2011 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustees and collateral agent (the “Trustee”).

The law covered by the opinions expressed herein is limited to the laws of the federal laws of the United States of America and the laws of the State of Washington.

A. Documents and Matters Examined

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and statements of

government officials, officers and other representatives of the persons referred to therein, and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following:

	1.		the Indenture;

	2.		the Exchange Note;

	3.		the Limited Liability Company Agreement of Confirma Europe LLC dated as of May 3, 2006;

	4.		the resolutions of the sole Manager of Confirma Europe relating to the authorization and execution of the Indenture dated as of June 17, 2011; and

	5.		Certificate of Existence of Confirma Europe LLC issued by the Secretary of State of the State of Washington dated October 26, 2011.

B. Opinions

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

B-1 Confirma Europe is a limited liability company duly organized and validly existing under the laws of the State of Washington.

B-2 The execution and performance of the Indenture and the Guarantee have been duly authorized by Confirma Europe. Confirma Europe has the power and authority to enter into the Indenture and the Guarantee.

We are acting as counsel to Confirma Europe solely in connection with the delivery of this opinion. We have not acted as general counsel to Confirma Europe have not been in a position to become aware of matters not specifically brought to our attention by the Manager or other employees of, or other counsel to, Confirma Europe.

This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

This opinion is given solely for your benefit and for the benefit of holders from time to time of the Exchange Notes, and may not be relied upon by any other person for any purpose without our prior written consent. We agree that McDermott Will & Emery LLP may rely on this opinion in connection with the Registration Statement and the execution and delivery of the Indenture and the Exchange Notes. We hereby consent to the filing of this letter as an exhibit to the Registration Statement.

Very truly yours,

DAVIS WRIGHT TREMAINE LLP

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