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ACQUISITIONS
9 Months Ended
Oct. 02, 2011
ACQUISITIONS
NOTE 4 – ACQUISITIONS
 
On July 6, 2011, we acquired 100% of the ownership interest in iMedConsent, LLC (dba Dialog Medical).  Dialog Medical provides solutions for managing the patient informed consent process and will be operated as a wholly-owned subsidiary reporting through our Healthcare segment.  We believe this acquisition strengthens and broadens our leadership in the healthcare market and will enable us to help our customers advance their reputations by improving patient safety, compliance, critical patient communications and operational performance.
 
The total purchase price was $6,217 which includes $4,941 paid in cash, a $650 note payable to be paid over two years, and $626 of contingent consideration expected to be paid that is based upon achievement of certain revenue targets by Dialog Medical through July 6, 2013.   The maximum payout under the contingent arrangement is $2,000.
 
The acquisition was accounted for as a business combination; therefore, the identifiable assets acquired and liabilities assumed were recorded at their estimated fair values at the date of acquisition.  Except for the working capital adjustment required by the agreement, all values recorded for the acquisition are final.  The purchase price allocation consisted of: $5,389 for identifiable intangibles; $899 for goodwill; and ($71) in net working capital accounts.
 
Identifiable intangibles included: acquired software technology of $2,650, customer relationships of $2,610, and a trademark of $129.  The acquired software technology and trademark are being amortized on a straight-line basis over an estimated useful life of 7 years.  Customer relationships are being amortized on an accelerated basis over 8 years.  Goodwill, which was allocated to our Healthcare segment, primarily represents the value of the assembled workforce and expected synergies and other benefits that we believe will result from the acquisition.
 
Pro forma financial information and other disclosures have not been presented because the acquisition is not considered material to our consolidated financial position or results of operations.