As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-_______
-----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
IntegraMed America, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1150326
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Manhattanville Road 10577-2100
Purchase, New York (Zip Code)
(Address of Principal Executive offices)
INTEGRAMED AMERICA, INC. PROFIT SHARING AND 401(K) PLAN, AS AMENDED
(Full title of plan)
John W. Hlywak, Jr., Sr. Vice President and Chief Financial Officer
INTEGRAMED AMERICA, INC.
One Manhattanville Road
Purchase, New York 10577-2100
(Name and address of agent for service)
914-253-8000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<CAPTION>
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 200,000 shares $3.50 $700,000 $184.80
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the IntegraMed America,
Inc. Profit Sharing and 401(k) Plan, as amended.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low prices of the Registrant's Common Stock on May 17, 2000 as
reported on Nasdaq.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Registrant or by the IntegraMed America, Inc. Profit Sharing and 401(k) Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the respective dates of filing such documents:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2000.
(c) The description of the Registrant's Common Stock, $.01 par value
("Common Stock"), contained in the Registration Statement on Form
8-A (No. 1-11440), declared effective October 8, 1992, under "Item
1. Description of Registrant's Securities to be Registered."
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against certain expenses, judgments, fines and settlements in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative.
2
<PAGE>
Article VII of the Amended and Restated Certificate of Incorporation of
IntegraMed America, Inc. (the "Company") provides that the Company shall to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law
indemnify any and all persons whom it shall have power to indemnify under said
Section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Section. Article VII also provides
that no director shall be personally liable to the Company or its stockholders
for any monetary damages for breach of fiduciary duty as a director. A director
shall be liable to the extent provided by applicable law (i) for any breach of
such director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which such director derived an
improper personal benefit.
Article VII of the Company's Bylaws, as amended, and the Company's
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Incorporation of Registrant
effecting, inter alia, a reverse stock split, filed as an Exhibit
to Registrant's Registration Statement on Form S-1 (Registration
No. 33-60038).
4.2 Certificate of Amendment of the Certificate of Incorporation of
Registrant increasing authorized capital stock by authorizing
Preferred Stock, filed as an Exhibit to Registrant's Registration
Statement on Form S-1 (Registration No. 33-60038)
4.3 Certificate of Designations of Series A Cumulative Convertible
Preferred Stock, filed as an Exhibit to Registrant's Registration
Statement on Form S-1 (Registration No. 33-60038)
4.4 Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of Registrant effecting a reverse stock split,
filed as Exhibit to Registrant's Definitive Proxy Statement, dated
October 19, 1998 as filed with the Securities and Exchange
Commission in connection with the Registrant's Special Meeting of
Stockholders held on November 17, 1998.
5.1 Opinion of Dorsey & Whitney LLP, with respect to the legality of
the Common Stock to be registered hereunder.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the IntegraMed America, Inc. Profit
Sharing and 401(k) Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
3
<PAGE>
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
The Registrant hereby undertakes to submit any amendments to the Plan
to the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
4
<PAGE>
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or other
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Purchase, State of New York, on the 22nd day of May,
2000.
INTEGRAMED AMERICA, INC.
By:/s/Gerardo Canet
------------------------
Gerardo Canet,
Chairman of the Board, President and
Chief Executive Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/Gerardo Canet May 22, 2000
- --------------------------------------------
Gerardo Canet - Chairman of the Board
President & Chief Executive Officer
(Principal Executive Officer)
/s/John W. Hlywak, Jr. May 22, 2000
- --------------------------------------------
John W. Hlywak, Jr. - Sr. Vice President &
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/M. Fazle Husain May 22, 2000
- --------------------------------------------
M. Fazle Husain - Director
/s/Michael Levy May 22, 2000
- --------------------------------------------
Michael Levy, M.D. - Director
/s/Sarason D. Liebler May 22, 2000
- --------------------------------------------
Sarason D. Liebler - Director
/s/Aaron S. Lifchez May 22, 2000
- --------------------------------------------
Aaron S. Lifchez, M.D. - Director
/s/Patricia M. McShane May 22, 2000
- --------------------------------------------
Patricia M. McShane, M.D. - Director
/s/Lawrence J. Stuesser May 22, 2000
- --------------------------------------------
Lawrence J. Stuesser- Director
/s/Elizabeth E. Tallett May 22, 2000
- --------------------------------------------
Elizabeth E. Tallett - Director
*By:/s/Gerardo Canet
---------------------
Gerardo Canet
Attorney-in-Fact
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustee
( or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Purchase, State of New York, on May
22, 2000.
INTEGRAMED AMERICA INC. PROFIT SHARING AND 401(K) PLAN
By: IntegraMed America, Inc., the Plan Administrator
By: /s/John W. Hlywak, Jr.
--------------------------------------------
John W. Hlywak, Jr.
Sr. Vice President & Chief Financial Officer
7
<PAGE>
INDEX TO EXHIBITS
INTEGRAMED AMERICA, INC.
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of
Registrant effecting, inter alia, a reverse stock split, filed
as an Exhibit to Registrant's Registration Statement on Form
S-1 (Registration No. 33-60038).
4.2 Certificate of Amendment of the Certificate of Incorporation
of Registrant increasing authorized capital stock by
authorizing Preferred Stock, filed as an Exhibit to
Registrant's Registration Statement on Form S-1 (Registration
No. 33-60038)
4.3 Certificate of Designations of Series A Cumulative Convertible
Preferred Stock, filed as an Exhibit to Registrant's
Registration Statement on Form S-1 (Registration No. 33-60038)
4.4 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of Registrant effecting a reverse
stock split, filed as Exhibit to Registrant's Definitive Proxy
Statement, dated October 19, 1998 as filed with the Securities
and Exchange Commission in connection with the Registrant's
Special Meeting of Stockholders held on November 17, 1998.
5.1 Opinion of Dorsey & Whitney LLP, with respect to the legality
of the Common Stock to be registered hereunder.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the IntegraMed America, Inc.
Profit Sharing and 401(k) Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney.
8
Exhibit 5.1
May 19, 2000
IntegraMed America, Inc.
One Manhattanville Road
Purchase, New York 10577
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as your counsel in connection with the
preparation of your Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, representing the offering and issuance to
certain persons under the IntegraMed America, Inc. Profit Sharing and 401(k)
Plan, as amended (the "Plan"), of an aggregate of 200,000 shares of your Common
Stock, $.01 par value (the "Common Stock").
We have examined such corporate records, documents and matters
of law as we have considered appropriate for the purposes of this opinion.
Based upon such examination, it is our opinion that the Common
Stock, when issued in the manner described in the Plan, will be validly issued,
fully paid and non-assessable.
Our opinion expressed above is limited to the laws of the
State of Delaware.
We consent to the reference made to our firm in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
-------------------------
DORSEY & WHITNEY LLP
Exhibit 5.2
Internal Revenue Service Department of the Treasury
Plan Description: Prototype
Standardized Profit Sharing Plan with COOA
FFN: 50248693105-001 Case: 9401667 Ein:04-1223767 Washington, DC 20224
PD: 05 Plan: 001 Letter Serial No: 02607556
Person To Contact: Ms. Arrington
PUTNAM MUTUAL FUNDS CORP
ONE POST OFFICE SQUARE Telephone Number: (202) 622-8173
BOSTON, MA 02109 Refer Reply to: CP:E:EP:T1
Date: 04/26/95
Dear Applicant:
In our opinion, the amendment to the form of the plan identified above does not
in an of itself adversely affect the plan's acceptability under section 401 of
the Internal Revenue Code. This opinion relates only to the amendment to the
form of the plan. It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code section
401(a) (16) if: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B. 780; or (2)
after December 31, 1985, the employer maintains a welfare benefit fund defined
in Code section 419(e), which provides postretirement medical benefits allocated
to separate accounts for key employees as defined in Code section 419A (d) (3).
An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to (1) whether any amendment or series of amendments to the
plan satisfies the nondiscrimination requirements of section 1.401 (a) (4)-5(a)
of the regulations, except with respect to plan amendments granting past service
that meet the safe harbor described in section 1.401 (a) (4)-5(a) (5) and are
not part of a pattern of amendments that significantly discriminates in favor of
highly compensated employees; or (2) whether the plan satisfies the effective
availability requirement of section 1.401 (a) (4)-4(c) of the regulations with
respect to any benefit, right or feature.
An employer that has adopted a standardized plan as an amendment to a plan other
than a standardized plan may not rely on this opinion letter with respect to
whether a benefit, right or other feature that is prospectively eliminated
satisfies the current availability requirements of section 1.401 (a)-4 of the
regulations.
The employer may request a determination (1) as to whether the plan, considered
with all related qualified plans and, if appropriate, welfare benefit funds,
satisfies the requirements of Code section 401 (a) (16) as to limitations on
benefits and contributions in Code section 415; (2) regarding the
nondiscriminatory effect of grants of past service; and (3) with respect to
whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.
<PAGE>
Our opinion does not apply to the form of the plan for purposes of section 401
(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a) (4), 401 (a) (5), 401 (a) (17),
401 (1), 401 (5) and 414 (s) of the Code, as amended by the Tax Reform Act of
1986 or subsequent legislation, (a) are made effective retroactively to the
first day of the first plan year beginning after December 31, 1988 (or such
other date on which these requirements first became effective with respect to
this plan); or (b) are made effective no later than the first day on which the
employer is no longer entitled, under regulations, to rely on a reasonable, good
faith interpretation of these requirements, and the prior provisions of the plan
constitute such an interpretation.
This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.
This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by Uruguay Round Agreements Act, Pub.
L. 103-465.
If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
Chief, Employee Plans Technical Branch 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the Incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 2000 relating to the
financial statements, which appears in IntegraMed America, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999. We also consent to the
Incorporation by reference of our report dated February11, 2000 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 17, 2000
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gerardo Canet, John W.
Hlywak, Jr. and Claude E. White, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8, and any and all amendments (including post-effective amendments) thereto,
relating to the issuance of an aggregate of 200,000 shares of Common Stock of
INTEGRAMED AMERICA, INC. pursuant to the IntegraMed America, Inc. Profit Sharing
and 401(k) Plan, as amended, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 14, 1999
Signature Title
/s/Gerardo Canet
- ------------------------------------
Gerardo Canet Chairman of the Board, President
and Chief Executive Officer
(principal executive officer)
and Director
/s/John W. Hlywak, Jr.
- ------------------------------------
John W. Hlywak, Jr. Sr. Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
/s/M. Fazle Husain
- ------------------------------------
M. Fazle Husain Director
/s/Michael J. Levy
- ------------------------------------
Michael J. Levy, M.D. Director
/s/Sarason D. Liebler
- ------------------------------------
Sarason D. Liebler Director
/s/Patricia M. McShane
- ------------------------------------
Patricia M. McShane, M.D. Director
/s/Aaron S. Lifchez
- ------------------------------------
Aaron S. Lifchez, M.D. Director
/s/Lawrence J. Stuesser
- ------------------------------------
Lawrence J. Stuesser Director
/sElizabeth E. Tallett
- ------------------------------------
Elizabeth E. Tallett Director
