UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ REPORT

~~Date~~PURSUANT TO ofSECTION ~~Report~~13 ~~(Date~~OR ~~of earliest event reported~~15(d): ~~March 5, 2010~~OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2010

AMICAS, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-25311	59-2248411

(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)


20 Guest Street, Boston, MA		02135

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 617-779-7878 ~~Not Applicable (Former name or former address, if changed since last report)~~

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~On March 5, 2010, AMICAS, Inc. (“AMICAS” or the “Company”) entered into a~~ITEM ~~definitive merger agreement (the “Acquisition Agreement”) by and among Merge Healthcare Incorporated, a Delaware corporation (“Merge”), Project Ready Corp~~2.,01 COMPLETION aOF ~~Delaware~~ACQUISITION ~~corporation~~OR ~~and wholly-owned~~DISPOSITION ~~direct~~OF ~~subsidiary of Merge, and the Company, pursuant to which Merge will acquire all of the outstanding shares of AMICAS for $6~~ASSETS.~~05 per share in cash, or an aggregate of approximately~~ $248 million (the “Acquisition”). As discussed below, the Board of Directors of AMICAS unanimously voted to terminate AMICAS’ previously announced merger agreement with an affiliate of Thoma Bravo, LLC and to enter into the Acquisition Agreement.

~~Under~~On ~~the terms of the Acquisition Agreement~~April 28, 2010, Merge ~~will~~Healthcare ~~commence~~Incorporated a(“Merge”) ~~cash~~completed ~~tender offer for all~~its acquisition of AMICAS’, ~~outstanding common stock~~Inc. ~~Merge~~(“AMICAS” ~~will~~or ~~then~~the ~~consummate~~“Company”) ~~a merger~~ pursuant to ~~which any~~the ~~untendered~~Agreement ~~shares~~and Plan of ~~AMICAS~~Merger ~~common~~(the ~~stock~~“Merger ~~(other~~Agreement”) ~~than~~dated ~~those~~as ~~shares~~of ~~held~~February 28, 2010 by ~~AMICAS’~~and ~~stockholders~~among ~~who have~~Merge, ~~properly~~Project ~~exercised~~Ready ~~their~~Corp., ~~dissenters’~~a ~~rights~~wholly-owned ~~under~~direct ~~Section 262~~ subsidiary of Merge, and the ~~Delaware~~Company. Pursuant ~~General Corporation~~to ~~Law)~~the ~~will~~Merger beAgreement, ~~converted~~Merge acquired ~~into~~all of the ~~right~~outstanding toshares ~~receive~~of ~~the~~AMICAS ~~same~~for $6.05 per share in cash ~~price~~. The ~~tender~~Merger ~~offer~~was ~~and~~completed ~~merger~~after ~~are~~Merge’s ~~subject~~purchase toof ~~certain closing conditions~~33, ~~including~~995,414 shares ~~but~~pursuant ~~not limited~~ to, a ~~successful~~ tender ofoffer awhich ~~minimum~~was ~~number~~completed ofon ~~shares~~April ~~of AMICAS common stock~~28, ~~antitrust clearance~~ ~~and other regulatory approvals~~2010. ~~There is no financing condition to the consummation of the Acquisition.~~

~~The foregoing summary of the Acquisition Agreement and the transactions contemplated thereby~~ITEM ~~does~~3.01 NOTICE ~~not~~OF ~~purport~~DELISTING toOR beFAILURE ~~complete~~TO ~~and~~SATISFY isA ~~qualified~~CONTINUED ~~in its entirety by the full text of the~~LISTING ~~Acquisition~~RULE ~~Agreement,~~OR ~~which~~STANDARD; isTRANSFER ~~attached~~OF ~~as Exhibit 2~~LISTING.~~1 and incorporated herein by reference.~~

~~The~~In connection ~~Acquisition Agreement has been included to provide investors and security holders~~ with ~~information~~ ~~regarding~~the ~~its~~acquisition ~~terms.~~described Itin isItem ~~not intended to provide any other factual information about the Company~~1.01 ~~The representations~~above, ~~warranties and covenants contained in~~ the ~~Acquisition~~trading ~~Agreement are made only for purposes~~ of the shares ~~Acquisition Agreement and as~~ of ~~specified~~common ~~dates,~~stock ~~will be solely for the benefit~~ of the ~~parties~~Company toceased ~~the~~trading ~~Acquisition~~on ~~Agreement,~~The ~~and~~Nasdaq ~~will~~Stock ~~be subject to limitations~~Market ~~agreed~~(“Nasdaq”). On ~~upon~~April by28, ~~the contracting parties~~2010, ~~including~~Nasdaq ~~being~~filed ~~qualified by confidential disclosures exchanged between the parties in connection~~ with the ~~execution~~United ~~of the Acquisition Agreement. The~~States ~~representations~~Securities and ~~warranties~~Exchange ~~may~~Commission bea ~~made~~Form ~~for~~25, ~~the~~Notification ~~purposes~~Of ofRemoval ~~allocating contractual risk between~~From ~~the~~Listing ~~parties~~And/Or Registration. Pursuant to the ~~Acquisition~~Form ~~Agreement instead of establishing these matters as facts~~25, ~~and~~the ~~may~~shares beof ~~subject~~common tostock ~~standards~~ of ~~materiality applicable to~~ the ~~contracting~~Company ~~parties~~should ~~that~~be ~~differ~~removed from ~~those applicable~~listing ~~to investors. Investors are not third-party beneficiaries under the Acquisition Agreement and should not rely~~ on ~~the~~The ~~representations,~~Nasdaq ~~warranties and covenants or any descriptions~~Stock ~~thereof~~Market asten ~~characterizations~~(10) ofdays the actual state of facts or condition of AMICAS or Merge or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after ~~the~~April ~~date of the Acquisition Agreement~~28, ~~which subsequent information may or may not be fully reflected in the Company’s public disclosures~~2010.

ITEM 15.0201 CHANGES ~~TERMINATION~~IN CONTROL OFIN ~~A MATERIAL DEFINITIVE AGREEMENT~~REGISTRANT.

~~On March 5, 2010, prior to entering into the Acquisition Agreement, the Company terminated the~~The ~~previously~~information ~~announced~~set ~~Agreement~~forth ~~and~~in ~~Plan~~Item ~~of Merger (the “Merger Agreement”), dated as of December 24, 2009, by and among AMICAS, Project Alta Holdings Corp~~1.,01 ~~(“Parent”)~~is ~~and~~incorporated ~~Project~~herein ~~Alta Merger Corp. Pursuant to the Merger Agreement, AMICAS paid Parent, an affiliate of Thoma Bravo, LLC, a termination fee of $8.6 million, half of which was reimbursed~~ by ~~Merge.~~ reference.

ITEM 35.0302 DEPARTURE ~~MATERIAL~~OF DIRECTORS ~~MODIFICATION~~OR TOCERTAIN ~~RIGHTS~~OFFICERS; ELECTION OF ~~SECURITY~~DIRECTORS; ~~HOLDERS.~~APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~On March 5, 2010, the Company entered into an Amendment~~ Pursuant to the ~~Rights~~Merger Agreement, ~~dated~~all as of ~~December 5,~~ ~~2002,~~the asexecutive ~~amended,~~officers by and ~~between~~directors ~~the Company and StockTrans, Inc., as Rights Agent (the “Rights Agreement”), to provide that neither the approval, execution nor delivery~~ of the ~~Acquisition~~Company ~~Agreement,~~ceased ~~nor the consummation of the transactions contemplated thereby will cause (a) the Rights (as such term is defined in the Rights Agreement)~~ to ~~become~~be ~~exercisable,~~executive ~~(b) a Distribution~~officers ~~Date~~and ~~(as such term is defined in the Rights Agreement) to occur, or (c) a Stock Acquisition Date (as such term is defined in the Rights Agreement) to occur~~directors. The ~~Amendment also~~ ~~revises~~current ~~the~~executive ~~definition~~officers of ~~“Acquiring~~the ~~Person”.~~ Company are:

~~The~~Justin ~~foregoing description of the amendment to the Rights Agreement does not purport to be~~C. ~~complete and is qualified in its entirety by reference to the full text of the amendment, a copy of~~Dearborn President ~~which is attached hereto as Exhibit 4.1~~ and ~~incorporated~~Chief byExecutive ~~reference herein.~~ Officer

~~ITEM~~Steven 9M.01 Oreskovich Chief Financial ~~FINANCIAL~~Officer ~~STATEMENTS~~and ~~AND EXHIBITS.~~ Treasurer

~~(d) Exhibits~~Ann G. Mayberry–French Corporate Secretary

Exhibit No.		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of February 28, 2010, by and among Merge Healthcare Incorporated, Project Ready Corp., and the Company.
Exhibit 4.1		Amendment to Rights Agreement, dated as of March 5, 2010, by and between the Company and StockTrans, Inc.

Julie Ann B. Schumitsch Assistant Corporate Secretary

The directors of the Company are Justin C. Dearborn, Steven M. Oreskovich and Ann G. Mayberry–French.

SIGNATURE

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 hereunto duly authorized.

	~~AMICAS, INC.~~	AMICAS, INC.
Date: March 9, 2010	By:	/s/ Craig Newfield
Date: May 4, 2010		By:	/s/ Ann G. Mayberry-French
		Craig Newfield
			Ann G. Mayberry-French
		General Counsel & Secretary
			Secretary

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of February 28, 2010, by and among Merge Healthcare Incorporated, Project Ready Corp. and the Company.
Exhibit 4.1		Amendment to Rights Agreement, dated as of March 5, 2010, by and between the Company and StockTrans, Inc.

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