Attached files
| file | filename |
|---|---|
| EX-1.1 - UNDERWRITING AGREEMENT - INTEGRAMED AMERICA INC | exhibit1_1.htm |
| EX-99 - PRESS RELEASE DATED 02.12.2010 - INTEGRAMED AMERICA INC | exhibit99.htm |
| EX-10.1 - PURCHASE AGREEMENT - INTEGRAMED AMERICA INC | exhibit10.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 11,
2010
IntegraMed
America, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-20260
|
6-1150326
|
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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Two
Manhattanville Road, Purchase, NY 10577
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (914) 253-8000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
4830-3695-1556.2
Item
1.01. Entry
into a Material Definitive Agreement.
On February 11, 2010, IntegraMed
America, Inc. (the “Company”) entered into a purchase agreement (the
“Underwriting Agreement”) with Piper Jaffray & Co. and Dougherty &
Company LLC (collectively, the “Underwriters”), relating to a public offering by
the Company (the “Public Offering”) of 2,000,000 shares of its common stock, par
value $0.01 per share (the “Firm Shares”). The Firm Shares are being
sold to the public at a price of $7.50 per share and the Underwriters have
agreed to purchase the Firm Shares from the Company pursuant to the Underwriting
Agreement at a price of $6.994 per share. Pursuant to the
Underwriting Agreement, the Company has also granted the Underwriters a 30-day
option to purchase an additional 300,000 shares of its common stock, par value
$0.01 per share, at the same price as the Firm Shares. The
Underwriting Agreement contains customary representations, warranties and
agreements by the Company and customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions.
On February 11, 2010, the Company also
entered into a purchase agreement (the “Purchase Agreement”) with IAT
Reinsurance Company Ltd. (“IAT”), the Company’s largest stockholder, for the
sale by the Company to IAT of 500,000 shares of its common stock, par value
$0.01 per share, at a price of $7.50 per share (together with the Public
Offering, the “Offering”). The Purchase Agreement contains customary
representations, warranties and agreements by the Company and customary
conditions to closing and termination provisions.
The Offering is being made pursuant to
a prospectus, which the Company has filed with the Securities and Exchange
Commission (the “Commission”), pursuant to the Company’s effective registration
statement on Form S-1 (File No. 333-162276) filed with the Commission on October
2, 2009, amended on February 4, 2010 and February 8, 2010 and declared effective
by the Commission on February 11, 2010.
The net Offering proceeds to the
Company are expected to be approximately $17.0 million after deducting estimated
expenses payable by the Company associated with the Offering. The
Company intends to use the net proceeds of the Offering to accelerate the
addition of new Partner fertility centers and to accelerate the pace to target
the opening of eight new vein clinics in 2010, or for general working capital
and other corporate purposes. The Offering is expected to close on or
about February 18, 2010, subject to the satisfaction of customary closing
conditions.
From time to time in the ordinary
course of their respective businesses, the Underwriters and certain of their
respective affiliates have engaged, and may in the future engage, in commercial
banking or investment banking transactions with the Company or its
affiliates.
The Underwriting Agreement and the
Purchase Agreement have been included to provide investors and security holders
with information regarding their terms. They are not intended to
provide any other factual information about the Company. The
representations, warranties and agreements contained in the Underwriting
Agreement and the Purchase Agreement were made only for purposes of those
agreements and as of specific dates, were solely for the benefit of the parties
to those agreements and may be subject to limitations agreed upon by the
contracting parties.
A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by
reference. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Underwriting Agreement. A copy of the Purchase
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement.
Item
8.01. Other
Events.
On February 12, 2010, the Company
issued a press release announcing that it had priced the
Offering. The Company’s press release is attached hereto as Exhibit
99.1.
Item
9.01. Financial
Statements and Exhibits.
Exhibit
No. Description
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1.1
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Underwriting
Agreement, dated as of February 11, 2010, by and among IntegraMed America,
Inc., Piper Jaffray & Co. and Dougherty & Company
LLC
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10.1
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Purchase
Agreement, dated as of February 11, 2010, by and between IntegraMed
America, Inc. and IAT Reinsurance Company
Ltd.
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99.1
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Press
Release of IntegraMed America, Inc., dated as of February 12,
2010
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4830-3695-1556.2
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 hereunto
duly authorized.
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INTEGRAMED
AMERICA, INC.
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(Registrant)
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Date:
February 12, 2010
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By:
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/s/
Claude E. White
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Name:
Claude E. White
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Title:
Vice President, General Counsel and Secretary
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