FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2004
CEDARA SOFTWARE CORP.
(Registrant's name)
6509 Airport Road
Mississauga, Ontario, Canada L4V 1S7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F:
Form 20-F ___X___ Form 40-F ___
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes ____ No ___X___
Documents Included as Part of this Report
No. Document
1. Press Release- Cedara Signs Agreement to Acquire eMed
Technologies Corporation
2. Press Release- Cedara Announces that eMed Technologies
Corporation Shareholders Consent to Acquisition
Document No. 1
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE:
Contact: News Release
Brian Pedlar
Chief Financial Officer
Cedara Software Corp.
(905) 672-2100 ext. 2015
info@cedara.com
Cedara Software Corp. Signs Agreement to Acquire
eMed Technologies Corporation, a Leading Provider of Radiology
Picture Archiving and Communications Systems
TORONTO, September 14, 2004 -- Cedara Software Corp. (TSX:CDE/NASDAQ:CDSW) a
leading independent developer of medical software technologies for the global
healthcare market, today announced that it has signed a definitive agreement
pursuant to which it will acquire all of the issued and outstanding shares of
eMed Technologies Corporation of Burlington, Massachusetts, a privately-held
provider of Picture Archiving and Communications Systems (PACS) and web-based
medical imaging radiology solutions.
eMed recorded sales of approximately US$24 million (approximately Cdn$31
million) in its last fiscal year, has a clean balance sheet, a strong working
capital position and has been consistently profitable over the last 24 months.
Cedara will pay a cash consideration of US$48 million (approximately Cdn$62
million) for the acquisition. eMed will become a wholly owned subsidiary of
Cedara. The acquisition is expected to close within approximately thirty days,
upon obtaining the consent of eMed's shareholders and the satisfaction of
other customary closing conditions. Cedara intends to pay for eMed through a
combination of its own cash reserves and through bank financing.
eMed has consistently been rated highly by KLAS, which ranks all major
healthcare and PACS vendors. According to leading industry analyst Frost and
Sullivan*, more than 80% of hospitals and more than 90% of imaging centers in
the United States have yet to implement their first PACS for managing,
sharing, and distributing patient images and information. The pace of adoption
of PACS by radiologists, imaging centers and hospitals is accelerating
dramatically.
Abe Schwartz, Cedara CEO, stated, "This transaction is tremendous news for the
customers, staff and investors of Cedara and eMed. Together, the companies
going forward will be a much better, stronger combined company. There will be
opportunities to capture greater market share, increase job opportunities, and
develop better product capabilities for our customers".
Mark Smith, eMed CEO, stated, "The combination of Cedara and eMed provides a
unique opportunity to offer superior solutions to the radiology marketplace.
After years of working together, each organization has a genuine respect for
the products and skills we collectively bring to the market. This transaction
will enhance our ability to introduce powerful new products and allow us to
expand internationally, creating further opportunities to expand our combined
business."
According to Mr. Schwartz and Mr. Smith, "Cedara and eMed complement each
other very well:
o Cedara specializes in providing radiology software to medical device
manufacturers and healthcare information technology providers such
as GE, Siemens, Philips, Toshiba, Hitachi, Cerner and eMed;
o eMed specializes in selling radiology solutions directly to imaging
centers and hospitals;
o eMed's sizeable installed base in the United States will provide a
good opportunity for its sales force to promote Cedara's clinical
applications and other image management technologies;
o Cedara intends to utilize its strong global channel to promote eMed
solutions worldwide;
o The combined company will have approximately 350 employees in the
United States and Canada, leveraging the strengths of two leading
solution providers in the medical information management market."
Mr. Smith has agreed to stay on as CEO of eMed. No material change to the
structure of the organization is envisioned.
For more information about Cedara, visit the Cedara website at www.cedara.com.
For investor-related inquiries contact:
Brian Pedlar
Chief Financial Officer
Cedara Software Corp.
(905) 672-2100 ext. 2015
Email: brian.pedlar@cedara.com
* Source: Frost and Sullivan, North American Turnkey Radiology Picture
Archiving and Communications Systems (PACS) Markets, June 2004.
About Cedara Software:
Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and healthcare
information technology companies. Cedara software is deployed in hospitals and
clinics worldwide - approximately 20,000 medical imaging systems and 4,600
Picture Archiving and Communications System (PACS) workstations have been
licensed to date. Cedara is enabling the future of the healthcare industry
with new innovative approaches to workflow, data and image management,
integration, the web, software components and professional services. The
Company's medical imaging solutions are used in all aspects of clinical
workflow including the capture of patient digital images; the sharing and
archiving of images; sophisticated tools to analyze and manipulate images; and
even the use of imaging in surgery. Cedara is unique in that it has expertise
and technologies that span all the major digital imaging modalities including
angiography, computed tomography (CT), echo-cardiology, digital X-ray,
fluoroscopy, mammography, magnetic resonance imaging (MRI), nuclear medicine,
positron emission tomography (PET) and ultrasound.
About eMed Technologies:
eMed offers a complete technology solution for improving the business of
radiology. eMed combines sophisticated image management technology, integrated
front office workflow, and powerful eMed.net web applications - A practical
and affordable solution that is transforming the way private radiology groups,
imaging centers and community hospitals interact with referring physicians,
manage their workflow, position their businesses in the market, and deliver
their services. eMed's product suite includes PACS components to capture,
distribute, display and store medical images, RIS integration, scheduling and
office workflow, web-enabled image and report distribution, and marketing
services to drive referring physician adoption of web services.
Certain statements contained in this news release are forward-looking within
the meaning of securities laws and are based on current expectations that are
subject to a number of assumptions, uncertainties and risks, and the actual
results may differ materially from what is currently expected. These
assumptions, uncertainties and risks include, but are not limited to: the
management of the growth of the Company, dependence on key personnel of the
Company, competitive pressures (including price competition), changes in
market activity, risks associated with international operations, the
development of new products and services, the enhancement of existing products
and services, the introduction of competing products having technological
and/or other advantages, the dependence on key customers, regulatory changes
to the health care industry, seasonality, economic and political conditions
and adequate protection of the proprietary interests of the Company. Further
information about these risks and uncertainties can be found in the continuous
disclosure documents filed from time to time by Cedara with the securities
regulatory authorities, which documents are available at
http://www.sedar.com/.
All trademarks appearing in this release are the property of Cedara Software
Corp.
- 30 -
Document No. 2
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE:
Contact: News Release
Brian Pedlar
Chief Financial Officer
Cedara Software Corp.
(905) 672-2100 ext. 2015
info@cedara.com
Cedara Software Corp. Announces that eMed Technologies
Corporation Shareholders Consent to Acquisition
TORONTO, September 16, 2004 -- Cedara Software Corp. (TSX:CDE/NASDAQ:CDSW) a
leading independent developer of medical software technologies for the global
healthcare market, today announced that eMed Technologies Corporation has
obtained the necessary shareholders' consent for Cedara to acquire all of the
issued and outstanding shares of eMed, pursuant to an agreement signed on
September 14, 2004.
eMed is a premier developer of radiology Picture Archiving and Communication
Systems (PACS) with principal offices located in Burlington, Massachusetts.
The completion of the acquisition is subject to other customary closing
conditions and it is anticipated that the acquisition will close within
approximately thirty days.
For more information about Cedara, visit the Cedara website at www.cedara.com.
For investor-related inquiries contact:
Brian Pedlar, Chief Financial Officer
(905) 672-2100 ext. 2015
Email: brian.pedlar@cedara.com
About eMed Technologies:
eMed offers a complete technology solution for improving the business of
radiology. eMed combines sophisticated image management technology, integrated
front office workflow, and powerful eMed.net web applications - A practical
and affordable solution that is transforming the way private radiology groups,
imaging centers and community hospitals interact with referring physicians,
manage their workflow, position their businesses in the market, and deliver
their services. eMed's product suite includes PACS components to capture,
distribute, display and store medical images, RIS integration, scheduling and
office workflow, web-enabled image and report distribution, and marketing
services to drive referring physician adoption of web services.
About Cedara Software:
Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and healthcare
information technology companies. Cedara software is deployed in hospitals and
clinics worldwide - approximately 20,000 medical imaging systems and 4,600
Picture Archiving and Communications System (PACS) workstations have been
licensed to date. Cedara is enabling the future of the healthcare industry
with new innovative approaches to workflow, data and image management,
integration, the web, software components and professional services. The
Company's medical imaging solutions are used in all aspects of clinical
workflow including the capture of patient digital images; the sharing and
archiving of images; sophisticated tools to analyze and manipulate images; and
even the use of imaging in surgery. Cedara is unique in that it has expertise
and technologies that span all the major digital imaging modalities including
angiography, computed tomography (CT), echo-cardiology, digital X-ray,
fluoroscopy, mammography, magnetic resonance imaging (MRI), nuclear medicine,
positron emission tomography (PET) and ultrasound.
Certain statements contained in this news release are forward-looking within
the meaning of securities laws and are based on current expectations that are
subject to a number of assumptions, uncertainties and risks, and there are
actual results may differ materially from what is currently expected. These
assumptions, uncertainties and risks include, but are not limited to: the
management of the growth of the Company, dependence on key personnel of the
Company, competitive pressures (including price competition), changes in
market activity, risks associated with international operations, the
development of new products and services, the enhancement of existing products
and services, the introduction of competing products having technological
and/or other advantages, the dependence on key customers, regulatory changes
to the health care industry, seasonality, economic and political conditions
and adequate protection of the proprietary interests of the Company. Further
information about these risks and uncertainties can be found in the continuous
disclosure documents filed from time to time by Cedara with the securities
regulatory authorities, which documents are available at
http://www.sedar.com/.
All trademarks appearing in this release are the property of Cedara Software
Corp.
- 30 -
SIGNATURES
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, thereunto duly authorized.
Date: September 16, 2004
CEDARA SOFTWARE CORP.
By: /s/ Brian Pedlar
-----------------------
Brian Pedlar
Chief Financial Officer