UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act 1934
Date of Report: March 24, 1998
INTEGRAMED AMERICA, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
0-20260 and 1-11440 06-1150326
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(Commission File Numbers) (IRS Employer Identification No.)
One Manhattanville Road, Purchase, NY 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (914) 253-8000
Registrant's former name: IVF America, Inc.
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ITEM 2. Acquisition of Significant Business
On March 12, 1998, the Company acquired the majority of the capital stock
of Shady Grove Fertility Centers, Inc. ("Shady Grove"), currently a Maryland
business corporation which provides management services, and formerly a Maryland
professional corporation engaged in providing infertility services. Prior to the
closing of the transaction, Shady Grove had entered into a twenty-year
management agreement with Levy, Sagoskin and Stillman, M.D., P.C. (the "Shady
Grove P.C."), an infertility physician group practice comprised of six
physicians (the "Physicians") and four locations surrounding the greater
Washington, D.C. area. The Company will acquire the balance of the Shady Grove
capital stock on or about November 1, 1998.
The aggregate purchase price for all of the Shady Grove capital stock was
approximately $5.7 million, consisting of approximately $2.8 million in cash,
$1.4 million in Common Stock, and $1.5 million in promissory notes. The
promissory notes are payable in two aggregate annual installments of $750,000,
due on April 1, 1999 and 2000, respectively, and bear interest at an annual rate
of 8.5%. On March 12, 1998, the closing date, the following consideration was
paid to two of the three shareholder physicians: (i) approximately $1.8 million
in cash, (ii) approximately $1.2 million in stock or 639,551 shares of Common
Stock, and (iii) approximately $1.1 million in promissory notes. The Company
will pay the balance of the aggregate purchase price on or about November 1,
1998 (the "Second Closing Date"), when the balance of the Shady Grove stock is
transferred to the Company. The number of shares of Company Common Stock to be
issued on the Second Closing Date, which will have a fair market value of
approximately $200,000, will be determined based upon the average closing price
of the Company's Common Stock for the ten-day trading period prior to the third
business day before the Second Closing Date; provided, however, that in no event
will the price per share exceed $2.00 or be less than $1.70 for purposes of this
calculation.
Under long term employment agreements with the Shady Grove P.C., the
Physicians will provide medical services, as defined.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Information of Business Acquired
To be filed by amendment. The Company believes it is impractical to
provide such information as of the date hereof. Such information shall be filed
with the Commission no later than May 26, 1998.
(b) Pro Forma Financial Information (unaudited)
To be filed by amendment. The Company believes it is impractical to
provide such information as of the date hereof. Such information shall be filed
with the Commission no later than May 26, 1998.
(c) Exhibits
Description of Exhibit
(1) Management Agreement between Shady Grove Fertility Centers,
P.C. and Levy, Sagoskin and Stillman, M.D., P.C. dated March
11, 1998 (filed as Exhibit 10.105 to Registrant's Statement on
Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference thereto).
(2) Submanagement Agreement between Shady Grove Fertility Centers,
Inc. and IntegraMed America, Inc. dated March 12, 1998 (filed
as Exhibit 10.106 to Registrant's Statement on Form 10-K for
the year ended December 31, 1997 and incorporated herein by
reference thereto).
(3) Stock Purchase and Sale Agreement among Integramed America,
Inc. and Michael J. Levy, M.D., Robert J. Stillman, M.D. and
Arthur W. Sagoskin, M.D. dated March 12, 1998 (filed as
Exhibit 10.107 to Registrant's Statement on Form 10-K for the
year ended December 31, 1997 and incorporated herein by
reference thereto).
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(4) Personal Responsibility Agreement by and among IntegraMed
America, Inc. and Arthur W. Sagoskin, M.D. dated March 12,
1998 (filed as Exhibit 10.108 to Registrant's Statement on
Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference thereto).
(5) Personal Responsibility Agreement by and among IntegraMed
America, Inc. and Michael J. Levy, M.D. dated March 12, 1998
(filed as Exhibit 10.109 to Registrant's Statement on Form
10-K for the year ended December 31, 1997 and incorporated
herein by reference thereto).
(6) Physician-Stockholder Employment Agreement between Levy,
Sagoskin and Stillman, M.D., P.C. and Michael J. Levy, M.D.
dated March 11, 1998 (filed as Exhibit 10.110 to Registrant's
Statement on Form 10- K for the year ended December 31, 1997
and incorporated herein by reference thereto).
(7) Physician-Stockholder Employment Agreement between Levy,
Sagoskin and Stillman, M.D., P.C. and Arthur W. Sagoskin, M.D.
dated March 11, 1998. (filed as Exhibit 10.111 to Registrant's
Statement on Form 10-K for the year ended December 31, 1997
and incorporated herein by reference thereto).
(8) Physician-Stockholder Employment Agreement between Levy,
Sagoskin and Stillman, M.D., P.C. and Robert J. Stillman, M.D.
dated March 11, 1998. (filed as Exhibit 10.112 to Registrant's
Statement on Form 10-K for the year ended December 31, 1997
and incorporated herein by reference thereto).
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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: March 24, 1998 By:/s/Gerardo Canet
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Gerardo Canet
President, Chief Executive Officer,
Director and Acting Chief Financial Officer
(Principal Financial and
Accounting Officer)
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