-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ob5SX5wE2HWjGGBSB65K10Hcj6GtQ8JBQDmuW8HtCH/YM66iPoS4BAYIqg5NPGuI Lmm/+FX+YMJ2i0LtFXMxsw== 0000885988-98-000023.txt : 19980212 0000885988-98-000023.hdr.sgml : 19980212 ACCESSION NUMBER: 0000885988-98-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAMED AMERICA INC CENTRAL INDEX KEY: 0000885988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 061150326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43053 FILM NUMBER: 98532552 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 9142538000 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 FORMER COMPANY: FORMER CONFORMED NAME: IVF AMERICA INC DATE OF NAME CHANGE: 19950720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAMED AMERICA INC CENTRAL INDEX KEY: 0000885988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 061150326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 9142538000 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 FORMER COMPANY: FORMER CONFORMED NAME: IVF AMERICA INC DATE OF NAME CHANGE: 19950720 SC 13D 1 SCHEDULE 13D ------------------------------------------- OMB APPROVAL ------------------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form.........14.90 ------------------------------------------- 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 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! 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 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 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 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 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) EX-10.93 2 INTEGRAMED AMERICA SC 13D 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. 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----