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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._____1_______)*
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)
March 12, 1998
- --------------------------------------------------------------------------------
(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 -6- Pages
<PAGE>
CUSIP No. 13D Page 2 of 6 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
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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 2,343,970
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 365,187
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10.86%
- --------------------------------------------------------------------------------
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 6 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 6 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 Stock
Purchase and Sale Agreement dated March 12, 1998 between the
Issuer and Michael J. Levy, M.D., Robert J. Stillman, M.D. and
Arthur W. Sagoskin, M.D. (see Exhibit 10.107), the holders of
639,551 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 2,343,970 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 240,187 shares of Issuer's Common Stock and
1,978,783 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: 2,343,970
shares, consisting of 125,000 shares of Issuer's
Common Stock owned by Mr. Canet, options exercisable
within 60 days to purchase 240,187 shares of Issuer's
Common Stock and 1,978,783 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 6 Pages
(iii) sole power to dispose or to direct the disposition
of: 365,187 shares, consisting of 125,000 shares of
Issuer's Common Stock and options exercisable within
60 days to purchase 240,187 shares of Issuer's Common
Stock.
(iv) shared power to dispose of or to direct the
disposition of:
_____________________________________________________
(c) None.
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., and a Management
Agreement dated February 28, 1997 (effective August 19, 1997) between
the Issuer and the Fertility Centers of Illinois, S.C., Mr. Canet was
granted a proxy to vote 145,454 and 1,009,464 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
(filed as Exhibit 10.93 with identical exhibit number to
Schedule 13D dated February 11, 1998 and incorporated herein
by reference thereto).
(4) 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 with identical exhibit number to Registrant's
Statement on Form 10-K for the year ended December 31, 1997
and incorporated herein by reference thereto).
<PAGE>
Page 6 of 6 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: April 14, 1998
Purchase, New York
By: /s/ Gerardo Canet
-----------------
Gerardo Canet, Chief Executive Officer
