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):
January
7, 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
1.01. Material Definitive
Agreement
The
Registrant has entered into a Consulting Agreement effective as of January 1,
2009 with Merrick RIS LLC ("Merrick"), which will allow the Registrant to take
advantage of certain consulting services offered by Merrick to the
Registrant. These services include, but are not limited to, investor
relations, financial analysis and strategic planning. The Audit
Committee of the Registrant, pursuant to the Audit Committee Charter provisions
governing related party
transactions, has considered this Consulting Agreement prior to its execution
and approved its terms.
All
agreements referenced in Item 1.01 of this Periodic Report on Form 8-K
will be attached as exhibits to the Annual Report on Form 10-K to be filed by
the Registrant as required by the United States Securities and Exchange
Commission.
Item
8.01. Other
Events
The
Board of Directors of the Registrant has approved a Termination Agreement which
terminated the sale of the Registrant’s Shanghai business to Inqgen Technologies
Ltd. ("Inqgen") effective as of December 31, 2008. Prior Registrant
management had entered into a sale agreement with Inqgen in March of 2008, which
was subject to and pending the authorization of the Chinese
government.
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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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Date: January
7, 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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