SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
1
CUSIP No. |
589981109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Capital Management, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,589,050 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,589,050 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,589,050 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.2%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IA |
2
CUSIP No. |
589981109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,589,050 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,589,050 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,589,050 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.2%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
3
CUSIP No. |
589981109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,589,050 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,589,050 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,589,050 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.2%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
4
CUSIP No. |
589981109 |
13G |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phil Frohlich |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
U.S. Citizen | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,589,050 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,589,050 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,589,050 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.2%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
5
Item 1(a) | Name of Issuer. |
|
Merge Technologies Incorporated |
||
Item 1(b) | Address of Issuers Principal Executive Offices. |
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6737 West Washington Street |
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Suite 2250 |
||
Milwaukee, WI |
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Item 2(a) | Name of Person Filing. |
|
Prescott Group Capital Management, L.L.C. (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group Aggressive Small
Cap II, L.P. (Prescott Small Cap II and together with Prescott Small Cap, the
Small Cap Funds), and Mr. Phil Frohlich. |
||
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
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1924 South Utica, Suite 1120 |
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Tulsa, Oklahoma 74104-6529 |
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Item 2(c) | Citizenship or Place of Organization. |
|
Prescott Capital is an Oklahoma limited liability company. Prescott Small Cap is an
Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott
Capital and is a U.S. citizen. |
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Item 2(d) | Title of Class of Securities. |
|
Common Stock, par value $0.01 per share (the Common Stock). |
||
Item 2(e) | CUSIP Number. |
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589981109 |
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Item 3 | Reporting Person. |
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Inapplicable. |
||
Item 4 | Ownership. |
(a) | Prescott Capital is the beneficial owner of 4,589,050 shares of Common Stock and Mr. Phil Frohlich is the beneficial owner of 4,589,050 shares of Common Stock. | ||
(b) | Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 14.2% of the outstanding shares of Common Stock. This percentage is determined by dividing 4,589,050 by 32,204,035, the number of shares of Common Stock issued and outstanding as of May 22, 2007, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on June 12, 2007. | ||
(c) | Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct them to direct the vote and disposition of the 4,589,050 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 4,589,050 shares of Common Stock held by Prescott Master Fund. |
Item 5 | Ownership of Five Percent or Less of a Class. |
|
Inapplicable. |
||
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
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Inapplicable. |
||
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
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Inapplicable. |
||
Item 8 | Identification and Classification of Members of the Group. |
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Inapplicable. |
7
Item 9 | Notice of Dissolution of Group. |
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Inapplicable. |
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Item 10 | Certification. |
|
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
||
Exhibits | Exhibit 1 |
|
Joint Filing Agreement dated November 5, 2007, between Prescott Capital, Prescott
Small Cap and Mr. Phil Frohlich. |
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Prescott Group Capital Management, L.L.C. |
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By: | /s/ Phil Frohlich | |||
PHIL FROHLICH, Managing Member | ||||
Prescott Group Aggressive Small Cap, L.P. By: Prescott Group Capital Management, L.L.C., its general partner |
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By: | /s/ Phil Frohlich | |||
PHIL FROHLICH, Managing Member | ||||
Prescott Group Aggressive Small Cap II, L.P. By: Prescott Group Capital Management, L.L.C., its general partner |
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By: | /s/ Phil Frohlich | |||
PHIL FROHLICH, Managing Member | ||||
/s/ Phil Frohlich | ||||
Phil Frohlich | ||||
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