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 EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 17,
2010
NovaMed, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-26625
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36-4116193
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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333 West Wacker Drive, Suite 1010, Chicago,
Illinois
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60606
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (312)
664-4100
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))
Section
2 – Financial Information
Item
2.05 – Costs Associated with Exit or Disposal Activities
On June 17, 2010, the Board of
Directors of NovaMed, Inc. (the “Company”) approved the sale of its
MDnetSolutions business. The Company acquired this business in August
2008 for approximately $2.1 million. MDnetSolutions is a call center
and marketing solutions company serving primarily the bariatric
market. MDnetSolutions represents approximately one and one-half
percent of the Company’s total net revenue, and generated after-tax losses of
approximately $740,000, or $0.03 per fully diluted share, for the twelve months
ended December 31, 2009 and $177,000, or $0.01 per fully diluted share, for the
three months ended March 31, 2010.
The Board
determined that MDnetSolutions has been more negatively impacted than the
Company’s other businesses by the challenging economic environment experienced
since its acquisition. The Board determined that the prospects for
this business to become profitable were not sufficient to justify further
investment and support of this business. For this reason, the Board
determined to sell MDnetSolutions.
On June 18, 2010, a wholly owned
subsidiary of the Company sold substantially all of the assets of the
MDnetSolutions business to an entity wholly owned by Richard Rosenzweig and
Elizabeth Sisney. The Company purchased the MDnetSolutions business
from Mr. Rosenzweig in August 2008. As a result of this sale, the
Company will avoid further losses associated with this business.
In connection with this sale, the
Company expects to record an after-tax loss of approximately $1.5 million in the
second quarter of 2010, which represents the difference between the net book
value of this business and the estimated sales price less transaction
costs. For the purpose of this calculation, future potential earn-out
payments to the Company from the buyers of up to $1.0 million are not considered
due to the uncertainty of collection. All future earn-out payments
received by the Company, if any, will be recorded as income from discontinued
operations in the period received by the Company. The Company expects
to incur certain transaction costs associated with the sale of this Business,
including, without limitation, deal fees and employee severance
costs. The Company estimates that these costs will not exceed
$200,000.
The results of this business, and the
expected after-tax loss generated by the sale, will be reported in discontinued
operations beginning in the second quarter of 2010. Prior period
results of the Company will be restated to move the results of this business
from continuing operations to discontinued operations.
Item
2.06 Material Impairments
The information discussed above in Item
2.05 is hereby incorporated by reference.
SIGNATURE
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.
| NovaMed, Inc. | |||
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Dated: June
21, 2010
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By:
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/s/ Scott T. Macomber | |
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Scott
T. Macomber
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Executive
Vice President and Chief Financial Officer
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