FORM-10-KSB-A Amendment No. 1 United States Securities and Exchange Commission Washington, D. C. 20549 [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ....... to ....... Commission file number 0-29486 MERGE TECHNOLOGIES INCORPORATED Name of small business issuer in its charter Wisconsin 39-1600938 (State or other jurisdiction (IRS Employer Identification Number) of incorporation or organization) 1126 South 70th Street, Milwaukee, Wisconsin 53214-3151 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (414) 977-4000 Securities registered under Section 12(b) of the Exchange Act: Title of each class: Common Name of each exchange on which registered: Nasdaq SmallCap Securities registered under Section 12(g) of the Exchange Act: (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Issuer's revenues for its most recent fiscal year. $20,786,369 The aggregate market value for the Registrant's stock held by non-affiliates of the Registrant based upon the closing sale price of the common stock on March 28, 2003, as reported on the Nasdaq SmallCap Market, was approximately $46,960,843. Shares of common stock held by each officer and director and by each person who owns five percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of each of the issuer's classes of common equity, as of March 28, 2003: 9,634,466 DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III is incorporated by reference from the Registrant's Proxy statement for the 2003 Annual Meeting of Stockholders. Transitional Small Business Disclosure Format (check one): Yes No X ----- ----- The Registrant is filing this Amendment No. 1 to Form 10-KSB for the purpose of revising the information on the cover page relating to the dollar amount of shares of the Registrant held by non-affiliates based upon the closing sale price of the Common Stock on March 28, 2003, as reported on the Nasdaq SmallCap Market, filed incorrectly stating $6.70 versus the appropriate aggregate market value of $46,960,843. SIGNATURES ------------ In accordance with Section 13 or 15(d) of the Securities Exchange of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGISTRANT: MERGE TECHNOLOGIES INCORPORATED Date: April 11, 2003 By: /s/ Richard A. Linden -------------------------------------- Richard A. Linden President and Chief Executive Officer Date: April 11, 2003 By: /s/ Scott T. Veech -------------------------------------- Scott T. Veech Chief Financial Officer, Treasurer and Secretary