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
April 27, 2005
Commission File No. 000-19865
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 40F.
Form 20-F _______ Form 40-F ___X___
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant 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___
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b) : 82-_______________
Documents Included as Part of this Report:
No. Document
1. April 21, 2005 - Cedara Software Announces Third Quarter Earnings
Conference Call
2. April 26, 2005 - Merge eFilm and Cedara Software Corp. announce that
their security holders will vote on merger at May 24, 2005 meetings
3. April 27, 2005 - Cedara Software Announces Third Quarter Results
Document 1
[Logo Graphic Omitted]
CEDARA
FOR IMMEDIATE RELEASE:
Contact: News Release
Bharti Patel, Manager, Investor Relations
Cedara Software Corp.
(905) 672-2100 ext. 2279
bpatel@cedara.com
- -----------------
Attention: Business/Financial Editors:
CEDARA SOFTWARE CORP. ANNOUNCES
THIRD QUARTER EARNINGS CONFERENCE CALL
TORONTO, April 21, 2005 - CEDARA SOFTWARE CORP. (TSX:CDE/NASDAQ:CDSW), a
leading independent provider of medical imaging technologies for the global
healthcare market, announced that it will release its financial results for the
fiscal year 2005 3rd Quarter ended March 31, 2005 on Wednesday, April 27th,
2005 after the market close.
Conference Call Information
Cedara will conduct a conference call and web cast to discuss results and
corporate strategy on Thursday, April 28th, 2005 at 11:00 am EST. The
conference call can be accessed via audio web cast by visiting:
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=1092080
Participants in the conference call are asked to dial 416-405-9328 or
1-800-387-6216, five to ten minutes prior to the April 28th, 2005 11:00 am
start of the teleconference to participate in the call. This conference call
will be recorded and will be available on instant replay at the end of the
call, until midnight May 31, 2005. To listen to the replay, please dial
416-695-5800 or 1-800-408-3053, and enter pass code 3150235#.
About Cedara Software Corp
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara's software is deployed in hospitals and clinics worldwide
and is licensed by many of the world's leading medical device and healthcare
information technology companies. Approximately 28,000 medical imaging systems
and 6,400 Picture Archiving and Communications System (PACS) workstations have
been licensed to date. Cedara recently acquired eMed Technologies Corporation,
widely known as a provider of innovative PACS and teleradiology solutions that
have been installed in over 2,000 hospitals and imaging centres. Cedara is
unique in that it has technologies and expertise that span all the major
digital imaging modalities including computed tomography (CT), magnetic
resonance imaging (MRI), digital X-ray, mammography, ultrasound,
echo-cardiology, angiography, nuclear medicine, positron emission tomography
(PET) and fluoroscopy. Furthermore, the Company's medical imaging offerings are
used in all aspects of clinical workflow including the capture of a patient's
digital image; the archiving, communication and manipulation of digital images;
sophisticated clinical applications to analyze digital images; and even the use
of imaging in minimally-invasive surgery. On January 18, 2005, Cedara announced
that it had signed a definitive agreement to merge with Merge Technologies
Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm, in an all-stock transaction.
The merger is subject to shareholder and regulatory approval.
Document 2
[Logo Graphic Omitted] [Logo Graphic Omitted]
MERGE CEDARA
eFILM
NEWS RELEASE
For Immediate Release
Contacts:
Merge eFilm
Scott Veech, Chief Financial Officer, 414-977-4264
Cedara Software Corp.
Brian Pedlar, Chief Financial Officer, (905) 672-2101 x2015
MERGE EFILM AND CEDARA SOFTWARE CORP ANNOUNCE THAT THEIR
SECURITYHOLDERS WILL VOTE ON MERGER AT MAY 24, 2005 MEETINGS
Milwaukee, WI, USA, and Toronto, ON, Canada, April 26, 2005 - Merge
Technologies Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm, and Cedara
Software Corp. (NASDAQ: CDSW/TSX:CDE), today announced that the mailing to both
companies' securityholders of the definitive joint proxy statement and
management information circular in connection with their proposed merger
transaction will commence on or about April 26, 2005. In addition, Cedara has
confirmed that the Ontario Superior Court of Justice has granted an interim
order approving the holding of a special meeting for Cedara securityholders.
Cedara will hold a special meeting of its securityholders on May
24, 2005 to vote on the companies' proposed merger. As part of its annual
meeting to be held on May 24, 2005, Merge eFilm's shareholders will vote on the
companies' proposed merger. Merge eFilm and Cedara shareholders of record at
the close of business on April 22, 2005 will be entitled to vote on the
proposed merger.
Assuming Cedara securityholders and Merge eFilm shareholders
approve the merger transaction, final court approval will be required and
sought from the Ontario Superior Court of Justice on May 26, 2005. The
transaction is expected to close during the week of May 30, 2005.
About Merge eFilm
Merge eFilm is a global healthcare software and services company focused on
accelerating the productivity of imaging centers, small- to medium-sized
hospitals and clinics with a suite of RIS/PACS products that more efficiently
streamline, integrate and distribute image and information workflow across the
healthcare enterprise. Since 1987, Merge eFilm has leveraged its healthcare
integration and connectivity experience to create workflow solutions that
improve our customers' productivity and enhance the quality of care they
provide. For more information about Merge eFilm's products and services, visit
our website at www. merge-efilm.com, or call Beth Frost-Johnson, Senior Vice
President-Marketing and Strategic Planning, at 414-977-4254, email
bfrost@merge-efilm.com.
About Cedara Software Corp
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara's software is deployed in hospitals and clinics worldwide
and is licensed by many of the world's leading medical device and healthcare
information technology companies. Approximately 28,000 medical imaging systems
and 6,400 Picture Archiving and Communications System (PACS) workstations have
been licensed to date. Cedara recently acquired eMed Technologies Corporation,
widely known as a provider of innovative PACS and teleradiology solutions that
have been installed in over 2,000 hospitals and imaging centers. Cedara is
quite unique in that it has technologies and expertise that span all the major
digital imaging modalities including computed tomography (CT), magnetic
resonance imaging (MRI), digital X-ray, mammography, ultrasound,
echo-cardiology, angiography, nuclear medicine, positron emission tomography
(PET) and fluoroscopy. Furthermore, the Company's medical imaging offerings are
used in all aspects of clinical workflow including the capture of a patient's
digital image; the archiving, communication and manipulation of digital images;
sophisticated clinical applications to analyze digital images; and even the use
of imaging in minimally-invasive surgery. For more information about Cedara's
products and services, visit our website at www.cedara.com, or call Jacques
Cornet, Vice President of Marketing & Operations, at (905) 672-2100 ext. 2564,
email: info@cedara.com.
# # #
Notice to Investors, Prospective Investors and the Investment Community
Cautionary Information Regarding Forward-Looking Statements
Statements in this press release regarding the proposed merger of
Merge Technologies, (d.b.a. Merge eFilm) and Cedara Software Corp. which are
not historical facts, including expectations of financial results for the
combined companies (e.g., projections regarding revenue, earnings, cash flow,
cost savings and future growth), are "forward-looking statements." All
forward-looking statements are inherently uncertain as they are based on
various expectations and assumptions concerning future events and they are
subject to numerous known and unknown risks and uncertainties which could cause
actual events or results to differ materially from those projected. Investors
are cautioned not to place undue reliance on these forward-looking statements
and any such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements.
Certain factors that could cause Merge eFilm's and Cedara's results to
differ materially from those described in the forward-looking statements can be
found in the definitive proxy statement/management information circular filed
with the Securities and Exchange Commission. Merge eFilm and Cedara undertake
no obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
Additional Information
Shareholders are urged to read the definitive joint proxy
statement/management information circular regarding the proposed transaction,
because it contains important information. Shareholders will be able to obtain
a free copy of the joint proxy statement/management information circular, as
well as other filings containing information about Merge eFilm and Cedara,
without charge, at the Securities and Exchange Commission's internet site
(http://www.sec.gov). Copies of the joint proxy statement/management
information circular and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the joint proxy
statement/management information circular can also be obtained, without charge,
by directing a request to Merge eFilm's Investor Relations Department at Merge
eFilm's principal executive offices located at 1126 South 70th Street, Suite
S107B, Milwaukee, Wisconsin 53214-3151; telephone number (414) 977-4000. The
respective directors and executive officers of Merge eFilm and Cedara may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Merge eFilm's directors and
executive officers is available in the definitive joint proxy
statement/management information circular filed with the Securities and
Exchange Commission, and information regarding Cedara's directors and executive
officers is available in the definitive joint proxy statement/management
information circular filed with the Securities and Exchange Commission.
Document 3
[Logo Graphic Omitted]
CEDARA
FOR IMMEDIATE RELEASE:
Contact: News Release
Brian Pedlar, Chief Financial Officer
Cedara Software Corp.
(905) 672-2100 ext. 2015
brian.pedlar@cedara.com
- -----------------------
Attention: Business/Financial Editors:
CEDARA SOFTWARE ANNOUNCES
RECORD QUARTERLY REVENUE AND EARNINGS
o Record quarterly revenue of $24.4 million - up over 80% from same
quarter of previous year
o Solid performances in both core businesses - OEM and Direct-to-Hospital
o Record quarterly profits of $6.2 million - after deducting merger expenses
and purchase accounting adjustments of $2.1 million
TORONTO, April 27, 2005 - CEDARA SOFTWARE CORP. (TSX:CDE/NASDAQ:CDSW), named
Fastest Growing Healthcare Company for 2004 by America's foremost market
research firm Frost and Sullivan, today announced record financial results for
the 2005 fiscal year third quarter ended March 31, 2005.
Cedara's revenues for the quarter were $24.4 million, up 81% from $13.5 million
in the same quarter of the previous year. This is the second quarter to include
the impact of Cedara's acquisition of eMed Technologies which closed on October
8, 2004. Cedara's revenue from sales to OEM customers grew over 21% for the
quarter, compared to the same quarter last year, and represented 67% of total
third quarter revenue. Revenue from sales directly to hospitals, imaging
centres and medical clinics accounted for the other 33%.
Net income for the quarter was $6.2 million, up 21% compared to net income of
$5.1 million in the same quarter last year. Reported net income for the quarter
incorporates $1.2 million of expenses associated with the proposed merger with
Merge Technologies Inc. and $0.9 million of purchase accounting adjustments
associated with the acquisition of eMed. Despite these non-operating expenses,
diluted earnings per share were $0.18, similar to that achieved last year.
For the nine months ended March 31, 2005, revenues were $59.7 million, up 67%
from $35.7 million in the previous year. Net income for the nine months ended
March 31, 2005 was $14.3 million, up 34% from $10.7 million. Diluted earnings
per share of $0.43 were up from $0.38 in the previous year.
Strong growth in revenue for the quarter included a 36% increase in software
license revenue to $13.2 million. Sales of solutions and workstations
(including bundled software and hardware) increased to $5.3 million. Support
services revenue increased to $3.8 million, while engineering services revenue
declined slightly to $2.1 million.
The gross margin of $18.3 million for the quarter, or 75% of revenue, includes
margin from sales directly to hospitals and imaging clinics at an average of
56% of revenue and a number of new software license arrangements entered into
in the quarter that traditionally have higher margins.
Operating expenses in the third quarter increased to $12.0 million. The
increase reflects: inclusion of eMed's operating expenses which were not
included in prior comparative periods, the impact of acquisition-related
charges, and increased spending on sales and marketing activities. For the nine
months ended March 31, 2005, operating expenses increased $13.7 to $30.2
million.
"We are delighted with Cedara's continued success in the medical imaging global
marketplace and our seventh consecutive quarter of strong revenue and profits,"
said Abe Schwartz, Cedara's President and Chief Executive Officer. "With the
completion of our pending merger with Merge eFilm, we will become an even
stronger company."
"Cedara continues to be successful because of our excellent engineers, leading
technologies and long-term customer relationships," said Brian Pedlar, Cedara's
Chief Financial Officer. "The market is very excited about Cedara's
industry-leading clinical applications and suite of new technologies. We are
building a very special company with a unique ability to execute on Cedara's
dual strategy of selling world-class medical technologies to OEMs and directly
to hospitals and imaging centres."
On January 18, 2005, Cedara announced it had signed a definitive agreement to
merge with Merge Technologies Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm,
in an all-stock transaction. The merger is subject to shareholder and
regulatory approval. A special meeting of Cedara shareholders is set for May
24, 2005 at 10:00 am at the Toronto Stock Exchange auditorium.
For further information, please contact:
Brian Pedlar, Chief Financial Officer
Cedara Software Corp.,
(905) 672-2100, Extension 2015
brian.pedlar@cedara.com
Conference Call Information
The Cedara Software Corp. third quarter fiscal 2005 conference call and web
cast to discuss results and corporate strategy is scheduled for 11:00 am EST on
Thursday, April 28, 2005. The conference call can be accessed via audio web
cast by visiting:
http://www.cedara.com/investors/teleconference_webcast.htm
----------------------------------------------------------
Participants in the conference call are asked to dial 416-405-9328 or
1-800-387-6216, five to ten minutes prior to the April 28th, 2005, 11:00 am
start of the teleconference to participate in the call. This conference call
will be recorded and will be available on instant replay at the end of the
call, until midnight May 31st, 2005. To listen to the replay, please dial
416-695-5800 or 1-800-408-3053, and enter pass code 3150235#.
About Cedara Software Corp
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara's software is deployed in hospitals and clinics worldwide
and is licensed by many of the world's leading medical device and healthcare
information technology companies. Approximately 28,000 medical imaging systems
and 6,400 Picture Archiving and Communications System (PACS) workstations have
been licensed to date. Cedara recently acquired eMed Technologies Corporation,
widely known as a provider of innovative PACS and teleradiology solutions that
have been installed in over 2,000 hospitals and imaging centres. Cedara is
unique in that it has technologies and expertise that span all the major
digital imaging modalities including computed tomography (CT), magnetic
resonance imaging (MRI), digital X-ray, mammography, ultrasound,
echo-cardiology, angiography, nuclear medicine, positron emission tomography
(PET) and fluoroscopy. Furthermore, the Company's medical imaging offerings are
used in all aspects of clinical workflow including the capture of a patient's
digital image; the archiving, communication and manipulation of digital images;
sophisticated clinical applications to analyze digital images; and even the use
of imaging in minimally-invasive surgery. On January 18, 2005, Cedara announced
that it had signed a definitive agreement to merge with Merge Technologies
Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm, in an all-stock transaction.
The merger is subject to shareholder and regulatory approval.
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. In particular,
statements relating to the healthcare imaging software market and market share,
relating to the Company's expectations concerning its licensed software
products, relating to the Company's expectations as to revenues, costs and cash
flows, relating to the acquisition of eMed and relating to the proposed merger
with Merge eFilm are forward looking statements. The assumptions, uncertainties
and risks upon which these forward looking statements are based include, but
are not limited to: dependence on key personnel of the Company, dependence on
major customers and individual contracts, fluctuations in quarterly financial
results, competitive pressures (including price competition), rapid
technological change, exchange rate fluctuations, risks associated with
international operations, dependence on intellectual property rights,
regulatory clearances and approvals for new products, risks relating to product
defects and product liability, adverse consequences of financial leverage,
ability to service debt, continued acceptance of the Company's products,
regulatory changes to the health care industry, seasonality, economic and
political conditions, risks relating to the acquisition of eMed and risks
relating to the proposed merger with Merge eFilm including risks associated
with obtaining regulatory and shareholder approvals without unexpected delays
or conditions, timely implementation and execution of merger integration plans,
retention of customers and the Company's original employees, successfully
leveraging Merge eFilm's and the Company's comprehensive product offering to
the combined customer base and sustaining continued growth at rates
approximating recent levels. 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/.
Three pages of consolidated financial statements follow:
CEDARA SOFTWARE CORP.
Consolidated Balance Sheets
(In thousands of Canadian dollars)
- -----------------------------------------------------------------------------------------------------------
March 31, 2005 June 30, 2004
- -----------------------------------------------------------------------------------------------------------
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 36,640 $ 40,510
Short-term investments - 10,902
Accounts receivable 16,907 7,449
Inventory 1,792 268
Prepaid expenses and other assets 2,377 881
--------------------------------------------------------------------------------------------------------
57,716 60,010
Capital assets 2,189 2,201
Long-term investments 2,839 510
Intangible assets 11,623 373
Goodwill 33,682 9,053
- -----------------------------------------------------------------------------------------------------------
$ 108,049 $ 72,147
===========================================================================================================
Liabilities and Shareholders' Equity
Current liabilities
Bank indebtedness $ 12,700 $ -
Accounts payable and accrued liabilities 8,820 4,207
Deferred revenue 5,360 861
Current liabilities of discontinued operations - 986
--------------------------------------------------------------------------------------------------------
26,880 6,054
Long-term liability 201 -
Non-current portion of provision for loss on sublease 8 44
Shareholders' equity
Capital stock 163,587 161,536
Contributed surplus 962 388
Deficit (81,545) (95,875)
Cumulative translation adjustment (2,044) -
---------------------------------------------------------------------------------------------------------
80,960 66,049
- -----------------------------------------------------------------------------------------------------------
$ 108,049 $ 72,147
===========================================================================================================
CEDARA SOFTWARE CORP.
Unaudited Consolidated Statements of Operations
(In thousands of Canadian dollars, except per share amounts)
=====================================================================================================================
Three Months Ended Nine Months Ended
March 31 March 31
--------------------------------------------------------
2005 2004 2005 2004
- ---------------------------------------------------------------------------------------------------------------------
Revenue $ 24,395 $ 13,450 $ 59,709 $ 35,701
Direct costs 6,062 2,737 15,148 7,708
- ---------------------------------------------------------------------------------------------------------------------
Gross margin 18,333 10,713 44,561 27,993
Expenses:
Research and development 3,044 1,971 7,869 6,385
Sales and marketing 3,400 1,068 8,675 3,480
General and administration 3,093 1,848 7,992 5,133
Severance costs (recovery) 171 64 586 (120)
Other charges 1,320 22 2,882 240
Amortization of intangible assets 647 47 1,248 149
Depreciation and amortization 330 409 987 1,262
----------------------------------------------------------------------------------------------------------------
12,005 5,429 30,239 16,529
- ---------------------------------------------------------------------------------------------------------------------
Income before interest expense 6,328 5,284 14,322 11,464
Interest expense, net 115 156 27 758
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing operations 6,213 5,128 14,295 10,706
Income from discontinued operations - - 35 -
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 6,213 $ 5,128 $ 14,330 $ 10,706
=====================================================================================================================
Earnings per share from continuing operations
Basic $ 0.20 $ 0.20 $ 0.45 $ 0.43
Diluted $ 0.18 $ 0.18 $ 0.43 $ 0.38
Earnings per share
Basic $ 0.20 $ 0.20 $ 0.45 $ 0.43
Diluted $ 0.18 $ 0.18 $ 0.43 $ 0.38
=====================================================================================================================
Weighted average number of shares outstanding:
Basic 31,680,694 26,007,932 31,519,494 24,723,842
Diluted 33,801,761 28,749,093 33,477,310 28,047,148
CEDARA SOFTWARE CORP.
Unaudited Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)
===========================================================================================================================
Three Months Ended Nine Months Ended
March 31 March 31
2005 2004 2005 2004
- ---------------------------------------------------------------------------------------------------------------------------
Cash provided by (used in):
Operating activities:
Net income from continuing operations $ 6,213 $ 5,128 $ 14,295 $ 10,706
Items not involving cash:
Depreciation and amortization 1,131 456 2,528 1,411
Stock based compensation expense 330 - 574 -
Accretion of interest on convertible subordinated debentures - - - 36
Other 85 (99) 910 241
- ---------------------------------------------------------------------------------------------------------------------------
7,759 5,485 18,307 12,394
- ---------------------------------------------------------------------------------------------------------------------------
Change in non-cash operating working capital:
Accounts receivable 684 496 (10,135) (3,372)
Inventory (172) 20 (254) 108
Prepaid expenses and other assets (413) 154 (673) (206)
Accounts payable and accrued liabilities (459) (42) 156 (2,380)
Deferred revenue (170) 1,116 1,294 1,253
- ---------------------------------------------------------------------------------------------------------------------------
(530) 1,744 (9,612) (4,597)
- ---------------------------------------------------------------------------------------------------------------------------
7,229 7,229 8,695 7,797
Investing activities:
Decrease in short term investments - - 10,902 -
Acquisition of eMed, net of cash acquired (249) - (36,751) -
Proceeds from sale of investments in shares - - 273 -
Additions to intangible assets (41) (12) (61) (66)
Additions to capital assets (142) (225) (646) (656)
----------------------------------------------------------------------------------------------------------------------
(432) (237) (26,283) (722)
Financing activities:
Increase (decrease) in bank indebtedness (5,124) (8,944) 13,297 (9,493)
Decrease in long-term liability (36) - (40) -
Issue of shares on exercise of options 675 775 2,051 1,624
Issue of shares on equity financing - 47,100 - 47,100
Issue of shares on exercise of warrants - 105 - 105
----------------------------------------------------------------------------------------------------------------------
(4,485) 39,036 15,308 39,336
Effect on exchange rate changes on cash and cash
equivalents 115 - (1,555) -
- ---------------------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents from continuing
operations 2,427 46,028 (3,835) 46,411
Change in cash and cash equivalents from discontinued
operations - 9 (35) (374)
Cash and cash equivalents, beginning of period 34,213 - 40,510 -
- ---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 36,640 $ 46,037 $ 36,640 $ 46,037
===========================================================================================================================
-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.
April 27, 2005
CEDARA SOFTWARE CORP.
By: /s/ BRIAN PEDLAR
-----------------------------
Brian Pedlar
Chief Financial Officer