Thursday, September 07, 2006

Merge Technologies creates a poison pill - the board should be ashamed of itself

Here's a little snapshot of the year for Merge:

1. Company delayed filings with the SEC
2. Company announces "revenue recognition and tax accounting issues" with an acquisition it did in 2005 although it has to restate back to 2002.
3. Company announces it has to investigate anonymous complaints, not saying what they might be.
4. Every law firm in the country specializing in suing publicly traded companies files class action lawsuits against the firm.
5. CEO Richard Linden quits. (looking sort of forced out quits)
6. Interim CEO appointed after CEO walks also quits on the same day the CFO and SVP of business development all quit, all looking somewhat forced out. (William Mortimore, Scott Veech, and David Noshay)
7. Interim co-President and co-CEO Brian Pedlar quits. Not forced out. Quits. The company recieved a letter from Mr Pedlar's lawyer telling them he quits. Not from Mr Pedlar - from his lawyer. When was the last time you had your lawyer sending in your resignation letter? If this doesn't scream RED FLAG, I don't know what does. Third CEO this year to leave. There's a beautiful image.

Now, the board wants a poison pill? That sounds embarassing - that sounds like they know they should all be fired for letting whatever happened in front of them for four years.

So, who's on this board now?

Chief Executive Officer, Kenneth D. Rardin
former Chairman and CEO of Park City Solutions, a leading eHealth company that specialized in Electronic Health Records, systems integration and consulting.


Ambassador Kevin E. Moley
Ambassador Moley most recently served as the permanent representative of the United States of America to the United Nations and other international organizations in Geneva, Switzerland.


Kevin G. Quinn
Mr. Quinn is the founder of WYE River Group, a private investment advisory company specializing in corporate and public finance.


Robert A. Barish, MD
Vice Dean for Clinical Affairs and Professor
Department of Surgery and Medicine
University of Maryland, Baltimore, MD


Dennis Brown
Former Chief Financial Officer, Retired
Apogent Technologies Inc.
Lake Forest, IL


Michael D. Dunham
Senior Vice President, Business Development
Industrial and Financial Systems (IFS North America, Inc.)
Milwaukee, WI


Robert T. Geras
President
LaSalle Investments
Chicago, IL


Anna M. Hajek
Managing Partner
CLARITY GROUP, LLC
Chicago, IL


R. Ian Lennox
RIL Investments, Inc.
Group President & CEO, Pharmaceutical & Biotech Markets, MDS (a health and life sciences company); prior thereto, President and Chief Executive Officer, MDS Drug Discovery & Development, MDS; prior thereto, President & Chief Executive Officer, Phoenix Life Sciences Inc. (a clinical research organization); prior thereto, President and Chief Executive Officer, Drug Royalty Corporation Inc. (a pharmaceutical royalty interest acquisition company)


Ram Ramkumar (appointed 2005)
Chairman & Principal shareholder of Process Research Ortech
Previously served as Chief Executive Officer of Inscape Corporation, a TSE listed company
Mr. Ramkumar is also Director of Cedara Software Corp., a TSE listed medical imaging company


Richard Reck
President
Business Strategy Advisors, LLC
Hinsdale, IL

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