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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
INTEGRAMED AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45810N104
- --------------------------------------------------------------------------------
(CUSIP Number)
Claude White, One Manhattanville Road, Purchase, New York 10577 (914) 253-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 19, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page -1- of -7- Pages
<PAGE>
CUSIP No. 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerardo Canet
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,696,919
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 357,687
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8.11%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Page 3 of 7 Pages
Item 1. Security and Issuer.
(a) Title and Class of Securities
Common Stock, par value $.01
(b) Name of Issuer
IntegraMed America, Inc.
(c) Address of Issuer's Principal Executive Offices
One Manhattanville Road
Purchase, New York 10577
Item 2. Identity and Background.
(a) This statement is filed by Gerardo Canet.
(b) Mr. Canet's business address is One Manhattanville
Road, Purchase, New
York 10577.
(c) Mr. Canet is Chairman of the Board, President and
Chief Executive Officer of the Issuer.
(d) Mr. Canet has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Canet has not been, during the last five years, a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of any such proceeding was or is subject to
a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or
finding any violation with respect to such laws.
(f) U.S.A.
<PAGE>
Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
Pursuant to a proxy granted in connection with the Management
Agreement dated February 28, 1997 between the Issuer and the
Fertility Centers of Illinois, SC ("FCI") (see Exhibit 1),
effective August 19, 1997, the holders of 1,009,464 shares of
Common Stock of the Issuer granted a proxy to Mr. Canet to
vote such Common Stock held by them for a two year period with
respect to (i) the election of Directors or any amendment to
Issuer's Certificate of Incorporation affecting Directors and
(ii) any change in stock options for management and Directors.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Canet beneficially owns 1,696,919 shares of the Issuer's
securities, consisting of 125,000 shares of Issuer's Common
Stock owned by Mr. Canet, options exercisable within 60 days
to purchase 232,687 shares of Issuer's Common Stock and
1,339,232 shares of Issuer's Common Stock held by certain
individuals with respect to which Mr. Canet holds a proxy to
vote on the matters described in Item 4.
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,696,919
shares, consisting of 125,000 shares of Issuer's
Common Stock owned by Mr. Canet, options exercisable
within 60 days to purchase 232,687 shares of Issuer's
Common Stock and 1,339,232 shares of Issuer's Common
Stock held by certain individuals with respect to
which Mr. Canet holds a proxy to vote on the matters
described in Item 4.
(ii) shared power to vote or to direct the vote:
____________________________________________________
<PAGE>
Page 5 of 7 Pages
(iii) sole power to dispose or to direct the disposition
of: 357,687 shares, consisting of 125,000 shares of
Issuer's Common Stock and options exercisable within
60 days to purchase 232,687 shares of Issuer's Common
Stock.
(iv) shared power to dispose of or to direct the
disposition of:
_____________________________________________________
(c) On January 8, 1998, Mr. Canet exercised options to purchase
50,000 shares of Common Stock, at an exercise price of $.625
per share.
On January 9, 1998, Mr. Canet was granted a proxy to vote
184,314 shares of Common Stock of the Issuer held by certain
individuals.
On January 22, 1998, Mr. Canet exercised options to purchase
25,000 shares of Common Stock at an exercise price of $.625
per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In addition to the agreement described in Item 4 above, in connection
with a Management Agreement dated June 6, 1997 between the Issuer and
the Reproductive Sciences Medical Center, Inc., Mr. Canet was granted
a proxy to vote 145,454 shares of Common Stock for a two year period
with respect to (i) the election of Directors or any amendment to
Issuer's Certificate of Incorporation affecting Directors and (ii)
any change in stock options for management and Directors. In
connection with the purchase by the Company of certain assets of
Advocate Medical Group, S.C. and Advocate MSO, Inc. on January 9,
1998 and the related amendment to the Management Agreement between
the Issuer and FCI, the holders of 184,314 shares of Common Stock of
the Issuer granted a proxy to Mr. Canet to vote such Common Stock
held by them for a two-year period with respect to (i) the election
of Directors or any amendment to Issuer's Certificate of
Incorporation affecting Directors and (ii) any change in stock
options for management and Directors. Except as disclosed herein,
there are no other contracts, arrangements, understandings or
relationships which are required to be disclosed in response to this
Item 6.
Item 7. Materials to be Filed as Exhibits.
(1) Management Agreement between the Issuer and the Fertility
Centers of Illinois, S.C. dated February 28, 1997 (filed as
Exhibit 10.70 to Issuer's Registration Statement on Form S-1
(Registration No. 333-26551) and incorporated herein by
reference thereto).
(2) Management Agreement between the Issuer and the Reproductive
Sciences Medical Center, Inc. (filed as Exhibit 10.81 to
Issuer's Registration Statement on Form S-1 (Registration No.
333-26551) and incorporated herein by reference thereto).
(3) Amendment No. 4 to Management Agreement between Issuer and the
Fertility Centers of Illinois, S.C. dated January 9, 1998.
<PAGE>
Page 6 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 11, 1998
Purchase, New York
By: /s/ Gerardo Canet
-----------------
Gerardo Canet, Chief Executive Officer
<PAGE>
Page 7 of 7 Pages
EXHIBIT INDEX
Exhibit No.
- ----------
10.70 Management Agreement between Issuer and the Fertility Centers
of Illinois S.C. dated February 28, 1997 (filed as Exhibit
10.70 to Issuer's Registration Statement on Form
S-1(Registration No. 333-26551) and incorporated by reference
thereto).
10.81 Management Agreement between the Issuer and the Reproductive
Sciences Medical Center, Inc. (filed as Exhibit 10.81 to
Issuer's Registration Statement on Form S-1 (Registration No.
333-26551) and incorporated herein by reference thereto).
10.93 Amendment No. 4 to Management Agreement between the Issuer and
the Fertility Centers of Illinois S.C. dated January 9, 1998.
(120496DTI)
AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT, dated January 9, 1998 by
and between IntegraMed America, Inc., a Delaware corporation, with its principal
place of business at One Manhattanville Road, Purchase, New York 10577 ("INMD")
and Fertility Centers of Illinois, S.C., an Illinois medical corporation, with
its principal place of business at 3000 North Halsted Street, Suite 509,
Chicago, Illinois 69657 ("FCI").
RECITALS:
INMD and FCI entered into a Management Agreement dated February 28,
1997 (the "Management Agreement"), as amended; and
INMD and FCI wish to further amend the Management Agreement, in
pertinent part to provide for a new Article governing joint duties and
responsibilities of INMD and FCI under the Management Agreement, as amended and
to provide for FCI's expansion to include the Infertility practice of Laurence
A. Jacobs, M.D. and John J. Rapisarda, M.D.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, INMD and FCI
agree as follows:
1. The term "FCI" shall include Infertility Services, as defined in the
Management Agreement, rendered by Laurence A. Jacobs, M.D. and John J.
Rapisarda, M.D. who entered into Employment Agreements with FCI on January 9,
1998.
2. All representations of and covenants by FCI in the Management
Agreement are hereby amended to include the medical practice of Laurence A.
Jacobs, M.D. and John J. Rapisarda, M.D. for which INMD has paid a Right to
Manage Fee, as defined in the Management Agreement, in the amount of $1.5
million.
<PAGE>
3. The Management Agreement is hereby amended to add the following
Article:
"Article 12
JOINT DUTIES AND RESPONSIBILITIES
12.1 FORMATION AND OPERATION OF JOINT PRACTICE MANAGEMENT BOARD. INMD
and FCI will establish a Joint Practice Management Board which will be
responsible for developing management and administrative policies for the
overall operation of FCI. The Joint Practice Management Board will consist of
designated management representative(s) from INMD, one or more FCI owners, as
determined by FCI, such other practice physicians, as appropriate and the
Executive Directors. In the case of any matter requiring a formal vote, FCI
shall have one (1) vote and INMD shall likewise have one (1) vote..
12.2 DUTIES AND RESPONSIBILITIES OF THE JOINT PRACTICE MANAGEMENT
BOARD. The Joint Practice Management Board shall have the following duties and
responsibilities:
12.2.1 ANNUAL BUDGETS. All annual capital and operation
budgets prepared by INMD shall be subject to the review, amendment,
approval and disapproval of the Joint Practice Management Board.
12.2.2 CAPITAL IMPROVEMENTS AND EXPANSION. Except as otherwise
provided herein, any renovation and expansion plans, and capital
equipment expenditures with respect to FCI shall be reviewed and
approved by the Joint Practice Management Board and shall be based upon
the best interests of FCI, and shall take into account capital
priorities, economic feasibility, physician support, productivity and
then current market and regulatory conditions.
12.2.3 ADVERTISING BUDGET. All annual advertising and other
marketing budgets prepared by INMD shall be subject to the review,
amendment, approval and disapproval of the Joint Practice Management
Board.
12.2.4 PATIENT FEES. The Joint Practice Management Board shall
review and approve the fee schedule for all physician and ancillary
services rendered by FCI.
12.2.5 ANCILLARY SERVICES. The Joint Practice Management Board
shall approve ancillary services rendered by FCI.
12.2.6 PROVIDER AND PAYER RELATIONSHIPS. Decisions regarding
the establishment or maintenance of relationship with institutional
health care providers and payers shall be made by the Joint Practice
Management Board in consultation with FCI; provided, however, that
unanimous consent of FCI designated members of the Joint Practice
Management Board shall be necessary to discontinue any existing FCI
institutional relationship.
<PAGE>
12.2.7 STRATEGIC PLANNING. The Joint Practice Management Board
shall develop long-term strategic plans, from time to time.
12.2.8 PHYSICIAN HIRING. The Joint Practice Management Board
shall determine, except as otherwise provided for herein, the number
and type of physicians required for the efficient operation of FCI. The
approval of the Joint Practice Management Board shall be required for
any modifications to the restrictive covenants contained in any
physician agreement.
12.2.9 PROVIDER CONTRACTS. The Joint Practice Management Board
shall approve, disapprove, or amend all managed care, PPO, HMO,
Medicare risk and other provider contracts negotiated by INMD.
12.2.10 EXECUTIVE DIRECTOR. The selection and retention of the
Executive Director pursuant to Section 3.3.1 by INMD shall be subject
to the reasonable approval of the Joint Practice Management Board. If
FCI is dissatisfied with the services provided by the Executive
Director, FCI shall consult with INMD who shall, in good faith,
determine whether the performance of the Executive Director could be
brought to acceptable levels through counsel and assistance, or whether
the Executive Director should be terminated. FCI acknowledges that the
removal of an Executive Director is likely to involve financial and
other commitments on the part of INMD that were undertaken after that
individual's approval by FCI. Therefore, the decision to remove an
Executive Director shall rest with INMD."
2. All other provisions of the Management Agreement, as amended, not in
conflict with this Amendment No. 4 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 4 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/ Dwight P. Ryan
--------------------
Dwight P. Ryan, Vice President & Chief Financial Oficer
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/ Aaron S. Lifchez
--------------------------------
Aaron S. Lifchez, M.D., President
