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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
Amendment No. 2
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File No. 0-20260
Commission File No. 1-11440
INTEGRAMED AMERICA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
One Manhattanville Road, Purchase, New York 10577
(Address of principal executive offices)
06-1150326
(I.R.S. employer identification no.)
(914) 253-8000
(Registrant's telephone number, including area code)
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on October 7, 1996 was 9,226,807.
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<PAGE>
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.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: October 7, 1996 By: /s/ Dwight P. Ryan
------------------
Dwight P. Ryan
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
3.1(a) --Amended and Restated Certificate of Incorporation of Registrant
effecting, inter alia, reverse stock split (ii)
3.1(b) --Amendment to Certificate of Incorporation of Registrant increasing
authorized capital stock by authorizing Preferred Stock (ii)
3.1(c) --Certificate of Designations of Series A Cumulative Convertible
Preferred Stock (ii)
3.2 --Copy of By-laws of Registrant (i)
3.2(a) --Copy of By-laws of Registrant (As Amended and Restated on December 12,
1995) (xi)
4.1 --Warrant Agreement of Robert Todd Financial Corporation. (i)
4.2 --Copy of Warrant, as amended, issued to IG Labs. (i)
4.3 --RAS Securities Corp. and ABD Securities Corporation's Warrant
Agreement. (ii)
4.4 --Form of Warrants issuable to Raymond James & Associates, Inc. (vii)
10.1 --Copy of Registrant's 1988 Stock Option Plan, including form of option
(i)
10.2 --Copy of Registrant's 1992 Stock Option Plan, including form of option
(i)
10.4 --Severance arrangement between Registrant and Vicki L. Baldwin (i)
10.4(a)--Copy of Change in Control Severance Agreement between Registrant and
Vicki L. Baldwin (vii)
10.5(a)--Copy of Severance Agreement with Release between Registrant and David
J. Beames (iv)
10.6 --Severance arrangement between Registrant and Donald S. Wood (i)
10.6(a)--Copy of Executive Retention Agreement between Registrant and Donald S.
Wood, Ph.D. (viii)
10.7(a)--Copy of lease for Registrant's executive offices relocated to
Purchase, New York (viii)
10.8 --Copy of Lease Agreement for medical office in Mineola, New York (i)
10.8(a)--Copy of new 1994 Lease Agreement for medical office in Mineola, New
York (v)
10.8(b)--Copy of Letter of Credit in favor of Mineola Pavilion Associates, Inc.
(viii)
10.9 --Copy of Service Agreement for ambulatory surgery center in Mineola,
New York (i)
10.10 --Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York (i)
22
<PAGE>
INDEX TO EXHIBITS (continued)
Exhibit No. Exhibit
10.10 --Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York dated September 1, 1994 (vii)
10.10(a)--Copy of Agreement with MPD Medical Associates, P.C. for Center in
Mineola, New York dated September 1, 1994 (vii)
10.11 --Copy of Service Agreement with United Hospital (i)
10.12 --Copy of Service Agreement with Waltham Weston Hospital and Medical
Center (i)
10.15(a)--Copy of post-Dissolution Consulting Agreement between Registrant and
Allegheny General Hospital (vi)
10.18(a)--Copy of post-Dissolution Consulting, Training and License Agreement
between Registrant and Henry Ford Health Care Systems (iii)
10.19 --Copy of Guarantee Agreement with Henry Ford Health System (i)
10.20 --Copy of Service Agreement with Saint Barnabas Outpatient Centers for
center in Livingston, New Jersey (i)
10.21 --Copy of Agreement with MPD Medical Associates, P.C. for center in
Livingston, New Jersey (i)
10.22 --Copy of Lease Agreement for medical offices in Livingston, New Jersey
(i)
10.23 --Form of Development Agreement between Registrant and IG Laboratories,
Inc. (i)
10.24 --Copy of Research Agreement between Registrant and Monash University
(i)
10.24(a)--Copy of Research Agreement between Registrant and Monash University
(ix)
10.28 --Copy of Agreement with Massachusetts General Hospital to establish the
Vincent Center for Reproductive Biology and a Technical Training
Center (ii)
10.29 --Copy of Agreement with General Electric Company relating to
Registrant's training program (ii)
10.30 --Copy of Indemnification Agreement between Registrant and Philippe L.
Sommer (vii)
10.31 --Copy of Employment Agreement between Registrant and Gerardo Canet
(vii)
10.31(a)--Copy of Change in Control Severance Agreement between Registrant and
Gerardo Canet (vii)
10.31(b)--Copy of the Amendment of Change in Control Severance Agreement between
Registrant and Gerardo Canet (viii)
10.33 --Copy of Change in Control Severance Agreement between Registrant and
Dwight P. Ryan (vii)
23
<PAGE>
INDEX TO EXHIBITS (continued)
Exhibit No. Exhibit
10.35 --Revised Form of Dealer Manager Agreement between Registrant and
Raymond James & Associates, Inc. (vii)
10.36 --Copy of Agreement between MPD Medical Associates, P.C. and Patricia
Hughes, M.D. (vii)
10.37 --Copy of Agreement between IVF America (NJ) and Patricia Hughes, M.D.
(vii)
10.38 --Copy of Management Agreement between Patricia M. McShane, M.D. and IVF
America (MA), Inc. (vii)
10.39 --Copy of Sublease Agreement for medical office in North Tarrytown, New
York (viii)
10.40 --Copy of Executive Retention Agreement between Registrant and Patricia
M. McShane, MD (viii)
10.41 --Copy of Executive Retention Agreement between Registrant and Lois
Dugan (viii)
10.42 --Copy of Executive Retention Agreement between Registrant and Jay
Higham (viii)
10.43 --Copy of Service Agreement between Registrant and Saint Barnabas
Medical Center (ix)
10.44 --Asset Purchase Agreement among Registrant, Assisted Reproductive
Technologies, P.C. d/b/a Main Line Reproductive Science Center,
Reproductive Diagnostics, Inc. and Abraham K. Munabi, M.D. (ix)
10.44(a)--Management Agreement among Registrant and Assisted Reproductive
Technologies, P.C. d/b/a Main Line Reproductive Science Center and
Reproductive Diagnostics, Inc. (ix)
10.44(b)--Physician Service Agreement between Assisted Reproductive Technologies
P.C. d/b/a Main Line Reproductive Science Center and Abraham K.
Munabi, M.D. (ix)
10.45 --Copy of Executive Retention Agreement between Registrant and Stephen
Comess (x)
10.46 --Copy of Executive Retention Agreement between Registrant and Peter
Callan (x)
10.47 --Management Agreement between Registrant and Robert Howe, M.D., P.C.
(x)
10.47(a)--P.C. Funding Agreement between Registrant and Robert Howe, M.D. (x)
10.48 --Management Agreement among Registrant and Reproductive Endocrine &
Fertility Consultants, P.A. and Midwest Fertility Foundations &
Laboratory, Inc. (x)
10.48(a)--Asset Purchase Agreement among Registrant and Reproductive Endocrine &
Fertility Consultants, Inc. and Midwest Fertility Foundations &
Laboratory, Inc. (x)
10.49 --Copy of Sublease Agreement for office space in Kansas City, Missouri
(x)
10.50 --Copy of Lease Agreement for office space in Charlotte, North Carolina
(x)
24
<PAGE>
INDEX TO EXHIBITS (continued)
Exhibit No. Exhibit
10.51 --Copy of Contract Number DADA15-96-C-0009 as awarded to IVF America by
the Department of the Army, Walter Reed Army Medical Center for In
Vitro Fertilization Laboratory Services (xi)
10.52 --Agreement and Plan of Merger By and Among IVF America, Inc., INMD
Acquisition Corp., The Climacteric Clinic, Inc., Midlife Centers of
America, Inc., Women's Research Centers, Inc., America, National
Menopause Foundation, Inc. and Morris Notelovitz (xii)
10.53 --Employment Agreement between Morris Notelovitz, M.D., Ph.D. and IVF
America, Inc., d/b/a IntegraMed America (xii)
10.54 --Physician Employment Agreement Between Morris Notelovitz, M.D., Ph.D.
and INMD Acquisition Corp. ("IAC"), a Florida corporation and wholly
owned subsidiary of IVF America, Inc. ("INMD") (xii)
10.55 --Management Agreement between IVF America, Inc., d/b/a IntegraMed
America, and W.F. Howard, M.D., P.A. (xii)
10.56 --Asset Purchase Agreement between IVF America, Inc., d/b/a IntegraMed
America and W.F. Howard, M.D., P.A. (xii)
11 --Computation of Per Share Earnings
27 --Financial Data Schedule
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(i) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-1 (Registration No. 33-47046) and incorporated
herein by reference thereto.
(ii) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-1 (Registration No. 33-60038) and incorporated
herein by reference thereto.
(iii) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended March 31, 1994 and
incorporated herein by reference thereto.
(iv) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1994 and
incorporated herein by reference thereto.
(v) Filed as Exhibit with identical exhibit number to Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 1994
and incorporated herein by reference thereto.
(vi) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form 10-K for the period ended December 31, 1993.
(vii) Filed as Exhibit with identical exhibit number to Registrant's
Statement on Form S-4 (Registration No. 33- 82038) and incorporated
herein by reference thereto.
(viii) Filed as Exhibit with identical exhibit number to Registrant's Annual
Report on Form 10-K for the period ended December 31, 1994.
(ix) Filed as Exhibit with identical number to Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1995.
(x) Filed as Exhibit with identical number to Registrant's Quarterly
Report on Form 10-Q for the period ended September 30, 1995.
(xi) Filed as Exhibit with identical exhibit number to Registrant's Annual
Report on Form 10-K for the period ended December 31, 1995.
(xii) Filed as Exhibit with identical exhibit number to Registrant's Report
on Form 8-K dated June 20, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Jun-30-1996
<CASH> 5,954 <F1>
<SECURITIES> 2,000
<RECEIVABLES> 4,737
<ALLOWANCES> 127
<INVENTORY> 0
<CURRENT-ASSETS> 13,440
<PP&E> 2,670 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,941
<CURRENT-LIABILITIES> 4,920
<BONDS> 1,978 <F1>
0
774
<COMMON> 67 <F1>
<OTHER-SE> 14,202
<TOTAL-LIABILITY-AND-EQUITY> 21,941
<SALES> 8,998
<TOTAL-REVENUES> 8,998
<CGS> 7,064
<TOTAL-COSTS> 7,064
<OTHER-EXPENSES> 128
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14
<INCOME-PRETAX> 108
<INCOME-TAX> 97
<INCOME-CONTINUING> 11
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> 0
<FN>
<F1>
On June 7, 1996, the Company acquired four women's healthcare companies which
will form the basis for the Company's new Women's Medical and Diagnostic Center;
and on May 15, 1996, the Company entered into an asset and a long term
management agreement with W. F. Howard, M.D., P.A. located near Dallas, Texas a
provider of conventional infertility and assisted reproductive technology
services. Refer to Note 6 - Acquisitions - to the Notes to Consolidated
Financial Statements (unaudited) in the Company's June 30, 1996 Form 10-Q/A,
Amendment No. 1.
<F2>
PP&E is net of accumulated depreciation.
</FN>
</TABLE>
