UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
Amendment
No. 2 to
SCHEDULE
TO
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AMICAS,
Inc.
(Name
of Subject Company (Issuer))
Project
Ready Corp.
Merge
Healthcare Incorporated
(Names
of Filing Persons (Offerors))
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
001712108
(CUSIP
Number of Class of Securities)
Justin
C. Dearborn
Chief
Executive Officer
Merge
Healthcare Incorporated
6737
West Washington Street
Milwaukee,
WI 53214-5650
Telephone: (414)
977-4000
(Name,
address and telephone number of person authorized
to
receive notices and communications on behalf of filing persons)
With
Copies to:
Mark
A. Harris
McDermott
Will & Emery LLP
227
West Monroe Street
Chicago,
IL 60606-5096
(312)
984-2121
and
Ann
Mayberry-French
Vice
President, General Counsel and Secretary
Merge
Healthcare Incorporated
6737
West Washington Street
Milwaukee,
WI 53214-5650
(414)
977-4000
CALCULATION
OF FILING FEE
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Transaction
Valuation (1)
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Amount
Of Filing Fee (2)
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$267,122,921.45
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$19,045.86
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(1)
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Estimated
for purposes of calculating the filing fee only. The transaction valuation
was calculated by multiplying (a) 44,152,549 shares of common stock, par
value $0.001 per share, of AMICAS, Inc., consisting of (i) 37,020,131
shares issued and outstanding as of March 16, 2010 and (ii) 7,132,418
shares issuable, or otherwise deliverable, prior to the expiration of this
tender offer in connection with stock options to acquire AMICAS, Inc.
common stock, by (b) the tender offer price of $6.05 per
share.
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(2)
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The
amount of filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for
Fiscal Year 2010, issued by the Securities and Exchange Commission, equals
$71.30 per million of the transaction
valuation.
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þ
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Amount
Previously
Paid: $19,045.86. Filing
party: Merge Healthcare
Incorporated.
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Form
or Registration No.: Schedule
TO. Date Filed: March 19,
2010.
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£
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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þ
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third-party
tender offer subject to Rule 14d-1.
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£
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issuer
tender offer subject to Rule 13e-4.
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£
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going-private
transaction subject to Rule 13e-3.
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£
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amendment
to Schedule 13D under Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
þ
This
Amendment No. 2 amends and/or supplements the Tender Offer Statement on
Schedule TO (the “Schedule TO”) initially filed on March 19, 2010 by (a) Merge
Healthcare Incorporated, a Delaware corporation (“Parent”), and (b) Project
Ready Corp., a Delaware corporation and wholly owned direct subsidiary of Parent
(“Merger Sub”), as amended. The Schedule TO relates to the offer by Merger Sub
to purchase all of the issued and outstanding shares of common stock, par value
$0.001 per share (the “Shares”), of AMICAS, Inc., a Delaware corporation (the
“Company”), including associated rights to purchase Series B Junior Preferred
Stock of the Company under the Rights Agreement, dated as of December 5, 2002,
by and between the Company (f/k/a VitalWorks, Inc.) and StockTrans, Inc., as
rights agent, at a purchase price of $6.05 per Share, net to the seller in cash,
without interest thereon, upon the terms, and subject to the conditions, set
forth in the Offer to Purchase dated March 19, 2010 (the “Offer to Purchase”)
and the related Letter of Transmittal (the “Letter of Transmittal”), copies of
which are attached to the Schedule TO as Exhibit (a)(1)(i) and (a)(1)(ii),
respectively (and which, together with any amendments and supplements thereto,
collectively constitute the “Offer”).
Capitalized
terms used and not otherwise defined in this Amendment No. 2 shall have the same
meanings assigned to such terms in the Schedule TO or the Offer to Purchase. The
information in the Offer to Purchase and the Letter of Transmittal is
incorporated in this Amendment No. 2 to the Schedule TO by reference in response
to all of the applicable items in the Schedule TO, except that such information
is hereby amended and supplemented to the extent specifically provided
herein.
ITEMS
1 THROUGH 9, AND ITEM 11.
Items 1
through 9, and Item 11 of the Schedule TO is hereby amended and supplemented by
adding the following text in the appropriate place:
On April
26, 2010, Parent announced that the tender offer (the "Offer") by Merger Sub,
for all oustanding Shares of the Company's common stock expired at 5:00 p.m.,
New York Cty, New York time, on Friday, April 23, 2010. 33,995,414
shares of the Company's common stock representing approximately 91.6% of
the outstanding shares had been validly tendered in accordance with the
terms of the Offer.
Merger
Sub intends to acquire all of the remaining outstanding shares of the
Company's common stock as soon as practicable by means of a short-form
merger and without the need for a Company stockholder meeting. Upon
completion of the merger, the remaining outstanding shares of the Company's
common stock will be converted into the right to receive the offer price of
$6.05 in cash, without interest (other than those shares for which
appraisal rights are properly exercised). Upon completion of the merger, the
Company will be a wholly-owned subsidiary of Parent and will no longer be traded
on the NASDAQ Global Market.
Parent expects to complete the transaction on or around April 28,
2010.
ITEM
12. EXHIBITS
Item 12
of the Schedule TO is hereby amended and supplemented as follows:
A new
exhibit (a)(5)(v) is added to Item 12 by adding the following text in the
appropriate place:
“(a)(5)(iv) Press
release issued by Merge Healthcare Incorporated on April 26, 2010, announcing
the expiration of the Offer.”
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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MERGE
HEALTHCARE INCORPORATED
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Date:
April 26, 2010
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By:
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/S/ JUSTIN
DEARBORN
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Name:
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Justin
Dearborn
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Title:
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CEO
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PROJECT
READY CORP.
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Date:
April 26, 2010
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By:
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/S/ JUSTIN
DEARBORN
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Name:
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Justin
Dearborn
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Title:
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CEO
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