SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D*
Under the Securities Exchange Act of 1934
Merge Technologies Incorporated
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
589981109
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(CUSIP Number of Class of Securities)
Larry N. Feinberg
c/o Oracle Partners, L.P.
200 Greenwich Avenue, 3rd Floor
Greenwich, CT 06830
(203) 862-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 5, 2006
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 589981109 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry Feinberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
13,100
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,226,329
PERSON WITH --------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
13,100
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10 SHARED DISPOSITIVE POWER
1,226,329
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,239,429
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14 TYPE OF REPORTING PERSON*
IN
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This statement on Schedule 13D (this "Schedule 13D") is being filed to
report the beneficial ownership of shares of common stock, $0.01 par value
("Common Stock"), of Merge Technologies Incorporated, a Wisconsin corporation
(the "Company").
Item 1. Security and Issuer.
The Company's principal executive office is located at 6737 West Washington
Street, Suite 2250, Milwaukee, Wisconsin 53214.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by Mr. Larry N. Feinberg ("Mr.
Feinberg"), who serves as the senior managing member of Oracle Associates, LLC,
a Delaware limited liability company ("Oracle Associates"), and is the sole
shareholder and president of Oracle Investment Management, Inc., a Delaware
corporation (the "Investment Manager"). Oracle Associates serves as the general
partner of various domestic funds ("Domestic Funds"). The Investment Manager
serves as the investment manager of various foreign and other investment funds
(together with the Domestic Funds, the "Funds"). Mr. Feinberg also serves as
trustee of the Feinberg Family Foundation (the "Foundation"). Mr. Feinberg may
be deemed to indirectly beneficially own certain shares of Common Stock (as
defined in Item 2(d) below), by virtue of the foregoing relationships, directly
owned by the Funds. Mr. Feinberg may be deemed to have sole beneficial ownership
of the shares of Common Stock held by the Foundation by virtue of his position
as trustee. Mr. Feinberg may be referred to herein as the "Reporting Person."
(b) The business address of the Reporting Person is 200 Greenwich Avenue,
Greenwich, Connecticut 06830.
(c) The principal business of the Reporting Person is to invest in
securities through Oracle Associates, the Investment Manager and certain other
entities.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Feinberg is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Mr. Feinberg may be deemed to beneficially own
1,239,429 shares of the Company's Common Stock (the "Shares"). The Shares are
held by the Funds and the Foundation. Mr. Feinberg has investment discretion
over the activities of the Funds through Oracle Associates and the Investment
Manager, respectively, and over the activities of the Foundation as trustee. The
Shares were purchased for an aggregate purchase price of $15,837,434. The funds
for the purchase of the Shares held by the Funds came from capital contributions
to the Funds by the investors in such Funds. The funds for the purchase of those
Shares held by the Foundation came from the Foundation's capital. The Shares
were purchased through margin accounts maintained with UBS which may extend
margin credit to the Reporting Person and other persons under his investment
discretion as and when required to open or carry positions in these margin
accounts, subject to applicable Federal margin regulations, stock exchange rules
and the firm's credit policies. In such instances, the positions held in the
margin accounts are pledged as collateral security for the repayment of debit
balances in the accounts.
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Item 4. Purpose of Transaction.
The primary interest of the Reporting Person is to maximize the value of
the investment in the Company by the Funds and the Foundation.
The Reporting Person is engaged in the investment business. In pursuing
this business, the Reporting Person analyzes the operations, capital structure
and markets of companies, including the Company, on a continuous basis. This may
involve analysis of documentation and possibly discussions with knowledgeable
industry and market observers, or representatives of such companies (often at
the invitation of management). From time to time, the Reporting Person may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Securities Exchange Act of 1934, including, without
limitation, such matters as disposing of or selling all or a portion of the
company or acquiring another company or business, changing operating or
marketing strategies, or restructuring the company's capitalization or dividend
policy.
Except as set forth above, the Reporting Person does not have any present
plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Schedule 13D. The Reporting Person may, at any
time, review or reconsider his position with respect to the Company and
formulate plans or proposals with respect to any of such matters. Such plans or
proposals may involve the purchase of additional shares of Common Stock and,
alternatively, may involve the sale of all or a portion of the Shares in the
open market or in privately negotiated transactions to one or more financial or
strategic purchasers. There can be no assurance, however, that the Reporting
Person will take any of the foregoing actions.
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Item 5. Interest in Securities of the Issuer.
(a) & (b) Ownership and power over disposition:
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A. Mr. Feinberg
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(a) Amount beneficially owned: 1,239,429
(b) Percent of class: 5.7% The percentages used herein and in the rest of
this Schedule 13D are calculated based upon a total of 21,798,842 shares of
Common Stock issued and outstanding as of September 30, 2005 as reported in the
Company's Report on Form 10-Q for the quarterly period ended September 30, 2005.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 13,100
(ii) Shared power to vote or direct the vote: 1,226,329
(iii) Sole power to dispose or direct the disposition: 13,100
(iv) Shared power to dispose or direct the disposition: 1,226,329
(c) The transactions in the shares of the Common Stock that may be deemed
to be beneficially owned by the Reporting Person during the past 60 days are set
forth on Exhibit 1 attached hereto. All such transactions were effected in open
market purchases.
(d) The Reporting Person expressly disclaims beneficial ownership of such
shares of Common Stock except to the extent otherwise reported herein. Other
than as set forth herein, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, and proceeds from the sale
of, securities reported in this Schedule 13D which constitute more than five
percent of the total outstanding Common Stock.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Except as otherwise set forth herein, the Reporting Person does not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit 1 is a description of the transactions in the
shares of Common Stock that may be deemed to be beneficially owned by Mr.
Feinberg which were effected during the past 60 days.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 2006
/s/ Larry N. Feinberg
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Larry N. Feinberg
[SIGNATURE PAGE TO SCHEDULE 13D WITH RESPECT TO
MERGE TECHNOLOGIES INCORPORATED]