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): August 15, 2012
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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200 E. Randolph Street, 24th Floor
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Chicago, Illinois
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60601-6436
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(Address of Principal Executive Offices)
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(ZIP Code)
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(312) 565-6868
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mr. Matthew Maloney was appointed to the Board of Directors (the “Board”) of Merge Healthcare Incorporated (the “Company”) effective August 15, 2012. Mr. Maloney is the co-founder and CEO of GrubHub, an online and mobile food ordering platform.
Mr. Maloney fills the Board position vacated by Mr. Gregg Hartemayer. Mr. Hartemayer retired from the Board on August 15, 2012.
In connection with his appointment to the Board, Mr. Maloney will receive a grant of 225,000 options that vest in equal annual installments over a period of 4 years pursuant to the Company’s 2005 Equity Incentive Plan.
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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MERGE HEALTHCARE INCORPORATED
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August 20, 2012
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/s/ Ann G. Mayberry-French
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By: Ann G. Mayberry-French
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Title: General Counsel and Corporate Secretary
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