| IPO Company Profile |
| Current Quote | News | SEC Filings | Peer IPO Companies |
| Merge Technologies Incorporated |
| 1126 South 70th Street, Suite S107B, Milwaukee, WI 53214 * (414) 475-4300 |
| The company provides software, hardware and systems integrated products and services that enable health care organizations to network otherwise incompatible medical image-producing and image-using devices. |
| Manager | Tier | Phone |
| H.C. Wainwright & Co. Inc. | Lead Manager | (617) 589-9482 |
| NASSCM: | MRGE | Manufacturing: | SIC 3669 | |
| Type of Shares: | Common Shares | Filing Date: | 10/30/97 | |
| U.S. Shares: | 1,900,000 | Offer Date: | 1/28/98 | |
| Non-U.S. Shares: | 0 | Filing Range: | $7.00 - $8.00 | |
| Primary Shares: | 1,900,000 | Offer Price: | $6.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.42 | |
| Offering Amount: | $14,250,000 | Selling: | $0.25 | |
| Expenses: | $0 | Reallowance: | $0.10 | |
| Post-IPO Shares: | 5,487,169 | |||
| Employees: | 55 |
| Issuer's Law Firm: | Shefsky & Froelich |
| Bank's Law Firm: | Venable, Baetjer and Howard, LLP |
| Registrar/Transfer Agent: | Continental Stock Transfer & Trust Co |
| Auditor: | KPMG Peat Marwick |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Audited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $6.29 | $3.81 | $2.54 | Assets: | $6.39 |
| Net Income: | -$0.11 | $0.12 | $0.02 | Curr Assets: | $2.87 |
| EPS: | -$0.07 | $0.03 | -$0.04 | Liabilities: | $3.86 |
| Prior EPS: | -$0.17 | Curr Liab: | $1.48 | ||
| Cash Flow/Oper: | $0.17 | $0.26 | $0.05 | Equity: | $2.53 |
| Cash Flow/Fin: | $1.34 | $1.16 | $0.78 | Cash: | $1.06 |
| Cash Flow/Inv: | -$1.37 | -$0.64 | -$0.59 | Working Cap: | $1.39 |
| Competition |
| The markets for the Company's products are highly competitive. Many of the Company's customers purchase products from both the Company and its competitors. The Company currently competes primarily with DeJarnette Research Systems, Inc. ("DeJarnette") in the retrofitting of legacy medical systems to enable DICOM standard connectivity. The MergeCOM-3 software tool kit primarily competes directly with DeJarnette and Mitra Imaging Inc. ("Mitra"), and indirectly with the Radiological Society of North America, which offers a version of DICOM (originally developed by Mallinckrodt Institute of Radiology) as "freeware" available to be downloaded without charge from the Internet, but which offers more limited features and no user support. In the application of MergeWorks products specifically for hardcopy film networks, which includes MergeAPS and MergeXPI products, the Company competes with film vendors, including Kodak, Agfa, Sterling and Imation. However, since the MergeAPS works with any of the laser film printers available from these vendors, these companies have also purchased the Company's products when they have needed networked filming solutions involving their competitors' products. The Company expects competition to increase in the future from existing competitors and from other companies that may enter the Company's existing or future markets. The Company could also face competition from networking equipment and telecommunications manufacturers if these companies were either to develop DICOM capability for their products or purchase products which provide DICOM capability from one of the Company's competitors. Many of the Company's current and potential competitors have greater resources than those of the Company in areas including finance, research and development, intellectual property and marketing. Many of these competitors also have broader product lines and longer standing relationships with medical imaging customers than those of the Company. The Company believes that its ability to compete successfully depends on a number of factors both within and outside of its control, including applications innovation; product quality and performance; price; experienced sales, marketing and service organizations; rapid development of new products and features; continued active involvement in the development of DICOM and other medical communication standards; and product and policy decisions announced by its competitors. There can be no assurance that the Company will be able to compete successfully with its existing or any new competitors. |
| Business Plan |
| The company's goal is to become a leading provider of connectivity and data management solutions that facilitate the networking of incompatible, proprietary devices in medical imaging systems. The company intends to achieve this objective through the implementation of the following strategy: (I) Sell MergeWorks Connectivity Products for retrofitting legacy radiology image-producing and image-using devices, (ii) Sell OEM Interface Products for new radiology image-producing and image-using devices, (iii) Sell Network Integration Products and Services, (iv) Sell Networked Image Management Products to users of DICOM networks and (v) Expand the Company's product and service offerings to other image-intensive departments in medical institutions. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for repayment of the Sirrom Note, redemption and retirement of Common Stock held by Alpha, the hiring of new personnel, payment of the Sirrom Termination Fee and working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Robert T. Geras | 0.17 | 0.12 |
| William C. Mortimore | 0.13 | 0.09 |
| Alpha Capital Venture Partners, Limited | 0.13 | 0.02 |
| Michael J. Franco | 0.05 | 0.04 |
| Officer Name | Title | Age |
| Michael J. Franco | Chief Financial Officer, Treasurer and Secretary | 50 |
| Robert T. Geras | Director and Chairman of the Board of Directors | 60 |
| William C. Mortimore | President and Chief Executive Officer, Director | 52 |
| Dwight A. Simon | Vice President -- Engineering | 52 |
| David M. Noshay | Vice President -- Marketing | 37 |
| William L. Stafford | Vice President -- Sales, Assistant Secretary | 50 |
| Additional Underwriter Compensation |
| Warrant to purchase 190,000 shares/units at a nominal price. |