etrials_8k-061609.htm
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) June 16, 2009
ETRIALS WORLDWIDE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-50531
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20-0308891
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(Commission
File Number)
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(IRS
Employer ID Number)
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4000 Aerial Center Parkway,
Morrisville, North Carolina 27560
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code (919)
653-3400
__________________
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:
x 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))
Item
8.01. Other Events.
On June 16, 2009, etrials Worldwide,
Inc. and Merge Healthcare Incorporated issued a joint press release announcing
that on June 16, 2009, Merge Healthcare, through its wholly owned subsidiary,
Merge Acquisition Corp., had commenced an exchange offer for all of the
outstanding shares of common stock, par value $0.0001, of etrials. Subject to
the terms and conditions of the exchange offer, Merge Healthcare will exchange
each validly tendered etrials share for the following consideration: (i) $0.80
in cash, without interest, and (ii) 0.3448 shares of newly issued Merge
Healthcare common stock, par value $0.01. etrials stockholders who otherwise
would be entitled to receive a fraction of a share of Merge Healthcare common
stock pursuant to the exchange offer will instead receive an amount in cash
equal to such fraction multiplied by $2.610, rounded to the nearest cent. The
exchange offer is subject to certain conditions as set forth in the exchange
offer documents described below. Unless otherwise extended, the exchange offer
is expected to expire at 12:00 midnight, New York City time, on July 14, 2009.
The full text of the press release is attached to this current report on Form
8-K as Exhibit 99.1.
Important
Information
In connection with the exchange offer,
Merge Healthcare filed a registration statement on Form S-4 and a tender offer
statement on Schedule TO with the Securities and Exchange Commission, or SEC, on
June 16, 2009 and etrials filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC on June 16, 2009. These documents contain important
information about the exchange offer that you should read carefully before you
make any decision with respect to the exchange offer. These documents will be
made available to the stockholders of etrials at no expense to them. Investors
and security holders may obtain the documents free of charge at the SEC website,
www.sec.gov. In addition, such documents (and all other documents filed with the
SEC) will be available free of charge at www.merge.com or www.etrials.com. You
may also read and copy any reports, statements and other information filed by
etrials or Merge Healthcare with the SEC at the SEC public reference room at 100
F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800)
732-0330 or visit the SEC’s website for further information on its public
reference room. Copies of the exchange offer documents may also be obtained at
no charge from Morrow & Co., LLC, the information agent for the exchange
offer, toll-free at (800) 607-0088.
Safe
Harbor Statement
This report contains forward-looking
statements, including statements regarding the exchange offer and proposed
acquisition of etrials by Merge Healthcare. All of these
forward-looking statements involve risks and uncertainties. Actual results could
differ materially from those discussed. Factors that could cause or contribute
to such differences include, but are not limited to, the ability of etrials and
Merge Healthcare to complete the proposed transaction. In addition,
other important factors that could cause results to differ materially include
those related to the expected timing and financial or other benefits of the
proposed transaction, the timing of filings and approvals related to the
proposed transaction and the expected timing of the closing of the proposed
transaction, the ability of etrials and Merge Healthcare to execute their
business strategy if the proposed transaction is consummated, strategic
decisions regarding etrials’ and Merge Healthcare’s businesses,
and general financial, economic, regulatory and political conditions
affecting the economy and the pharmaceutical industries generally. More
information about potential factors that could cause actual results to differ
from the forward-looking statements included in this report is included in
etrials’ filings with the SEC, including the “Risk Factors” section of etrials’
Annual Report on Form 10-K for the year ended December 31, 2008, and in Merge
Healthcare’s filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2008. All forward-looking statements are based on
information available to etrials on the date hereof, and etrials assumes no
obligation to update such statements, except as required by law.
Item
9.01. Financial Statements and Exhibits.
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99.1
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Joint
press release, dated June 16, 2009, of etrials Worldwide, Inc. and Merge
Healthcare Incorporated.
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SIGNATURE
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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ETRIALS
WORLDWIDE, INC. |
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Date:
June 16, 2009
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By:
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/s/ Joseph
F. Trepanier, III |
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Joseph
F. Trepanier, III |
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President
and Chief Financial Officer |
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