UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: June 28, 2002
(Date of earliest event reported)
MERGE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in the charter)
Wisconsin 0-29486 39-1600938
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1126 South 70th Street, Milwaukee, Wisconsin 53214-3151
(Address of Principal Executive Offices)
(414) 977-4000
(Registrant's telephone number including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
We previously filed Form 8-K-A Amendment No. 1 (reporting an event dated June
28, 2002) in which was included audited financial statements of e-Film Medical
Inc. for the periods ended March 31, 2002 and 2001. The Auditors' Report issued
in connection with those financial statements did not indicate the manual
signature of the auditors. The following exhibit is the Auditors' Report, with
a manual signature indicated, for such financials.
a. Financial Statements of Businesses Acquired.
(i) Auditors' Report (indicating manual signature) issued in connection
with the financial statements of e-Film Medical Inc. for the periods
ended March 31, 2002 and 2001.
AUDITOR'S REPORT
-----------------
To the Shareholders of
eFilm Medical Inc.
We have audited the balance sheets of eFilm Medical Inc. as at March 31, 2002
and 2001 and the statements of operations and deficit and of cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States of
America. These standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2002 and 2001
and the results of its operations and deficit and its cash flows for each of
the years in the two year period ended March 31, 2002 in accordance with
Canadian generally accepted accounting principles.
Our previously issued Auditors' Report dated May 10, 2002 has been withdrawn,
and as discussed in Note 11, the accompanying financial statements have been
restated.
/s/ Deloitte & Touche LLP
--------------------------
Chartered Accountants
Toronto, Ontario
May 10, 2002, except as to Note 10 (iv) and Note 11
which are as of August 8, 2002
COMMENTS BY AUDITORS ON CANADA -
UNITED STATES OF AMERICA REPORTING DIFFERENCES
In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph when the financial statements are affected
by conditions and events that cast substantial doubt on the Company's ability
to continue as a going-concern, such as those described in Note 1 to the
financial statements. Although we conducted our audits in accordance with both
Canadian generally accepted auditing standards and auditing standards generally
accepted in the United States of America, our report to the Shareholders dated
May 10, 2002, except as to Note 10 (iv) and Note 11 which are as of August 8,
2002, is expressed in accordance with Canadian reporting standards which do not
permit a reference to such conditions and events in the auditors' report when
these are adequately disclosed in the financial statements.
/s/ Deloitte & Touche LLP
--------------------------
Chartered Accountants
Toronto, Ontario
May 10, 2002, except as to Note 10 (iv) and Note 11
which are as of August 8, 2002
SIGNATURES
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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 hereunto duly authorized.
MERGE TECHNOLOGIES INCORPORATED
Dated: March 11, 2003 By: /s/ Richard A. Linden
-------------------------------------
Richard A. Linden,
President and Chief Executive Officer
MERGE TECHNOLOGIES INCORPORATED
Dated: March 11, 2003 By: /s/ Scott T. Veech
-------------------------------------
Scott T. Veech,
Chief Financial Officer, Treasurer
and Secretary