UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ....... to .......
Commission file number 0-29486
MERGE TECHNOLOGIES INCORPORATED
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1600938
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1126 South 70th Street, Milwaukee, Wisconsin 53214-3151
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (414) 977-4000
Securities registered under Section 12(b) of the Exchange Act:
Title of class Name of exchange on which registered
Common Stock Nasdaq National Market
Securities registered under Section 12(g) of the Exchange Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers in pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X No
----- -----
The aggregate value for the registrant's voting and non-voting common
equity held by non-affiliates of the registrant as of June 30, 2003, based upon
the closing sale price of the Common Stock on June 30, 2003, as reported on the
Nasdaq National Market, was approximately $92,441,646. Shares of Common Stock
held by each officer and director and by each person who owns five percent or
more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
The number of shares outstanding of each of the issuer's classes of
common equity, as of March 12, 2004: 12,603,645
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated by reference from
the Registrant's Proxy statement for the 2004 Annual Meeting of Stockholders.
The Registrant is filing this Amendment No. 1 to Form 10-K for the following
purposes:
1. Revision of the information on the cover page relating to the number of
shares outstanding of each of the issuer's classes of common equity, as
of March 12, 2004, filed incorrectly stating 12,632,898 versus the
appropriate number of shares outstanding of each of the issuer's
classes of common equity, as of March 12, 2004 of 12,603,645.
2. Revision of Note (6) Income Taxes of the Notes to Consolidated
Financial Statements to omit the duplicate verbiage inadvertently
included in the second line of the seventh paragraph to such note as
follows: "because management believes that 35%".
3. Revision of Exhibit 31.1, Certification Pursuant to Section 302 of
the Sarbanes - Oxley Act of 2002, in accordance with SEC Rule 13a-14(a)
/ 15d-14(a) Certifications regarding the certifications required by
Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(a)). Exhibit 31.1, as amended and restated in its entirety,
is included herewith to this Amendment No. 1 to Form 10-K for the
Registrant.
4. Revision of Exhibit 31.2, Certification Pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002, in accordance with SEC Rule 13a-14(a) /
15d-14(a) Certifications regarding the certifications required by Rule
13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(a)). Exhibit 31.2, as amended and restated in its entirety,
is included herewith to this Amendment No. 1 to Form 10-K for the
Registrant.
SIGNATURES
------------
In accordance with Section 13 or 15(d) of the Securities Exchange of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REGISTRANT:
MERGE TECHNOLOGIES INCORPORATED
Date: April 16, 2004 By: /s/ Richard A. Linden
-------------------------------------
Richard A. Linden
President and Chief Executive Officer
Date: April 16, 2004 By: /s/ Scott T. Veech
-------------------------------------
Scott T. Veech
Chief Financial Officer, Treasurer
and Secretary
-------------
EXHIBIT 31.1
-------------
CERTIFICATION
---------------
Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Richard A. Linden, certify that:
1. I have reviewed this annual report on Form 10-K of Merge Technologies
Incorporated (the "Registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this annual report;
4. The Registrant's other certifying officer and I (herein, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries
(collectively, the "Company"), is made known to the
Certifying Officers by others within the Company, particularly
during the period in which this annual report is being
prepared; and
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles; and
(c) Evaluated the effectiveness of the Registrant's disclosure
controls and procedures and presented in this annual report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this annual report based on such evaluation; and
(d) Disclosed in this annual report any change in the Registrant's
internal control over financial reporting that occurred during
the Registrant's most recent fiscal quarter (the Registrant's
fourth fiscal quarter in the case of this annual report) that
has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over
financial reporting; and
5. The Registrant's Certifying Officers have disclosed, based on the
Certifying Officers' most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the Audit
Committee of the Registrant's Board of Directors:
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the Registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal control over financial reporting.
Date: March 15, 2004
/s/ Richard A. Linden
-------------------------------------------
Richard A. Linden, Chief Executive Officer
See also the certification pursuant to Section 906 of the Sarbanes - Oxley Act
of 2002, which is included as an exhibit to this report.
-------------
EXHIBIT 31.2
-------------
CERTIFICATION
---------------
Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Scott T. Veech, certify that:
1. I have reviewed this annual report on Form 10-K of Merge Technologies
Incorporated (the "Registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this annual report;
4. The Registrant's other certifying officer and I (herein, the
"Certifying Officers") are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries
(collectively, the "Company"), is made known to the
Certifying Officers by others within the Company,
particularly during the period in which this annual report
is being prepared; and
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles; and
(c) Evaluated the effectiveness of the Registrant's disclosure
controls and procedures and presented in this annual report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this annual report based on such evaluation; and
(d) Disclosed in this annual report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the
Registrant's fourth fiscal quarter in the case of this annual
report) that has materially affected, or is reasonably likely
to materially affect, the Registrant's internal control
over financial reporting; and
5. The Registrant's Certifying Officers have disclosed, based on the
Certifying Officers' most recent evaluation of internal control
over financial reporting, to the Registrant's auditors and the Audit
Committee of the Registrant's Board of Directors:
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the Registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal control over financial reporting.
Date: March 15, 2004
/s/ Scott T. Veech
----------------------------------------
Scott T. Veech, Chief Financial Officer
See also the certification pursuant to Section 906 of the Sarbanes - Oxley Act
of 2002, which is included as an exhibit to this report.