-----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, Rm+tZfLsHIQTMA4foYK5WU7LAVJwvj87/swZjiLlixBKX05Wd4x9knooICZ2qxW8 wVIKU7m33hrRhuSsGG4+hg== 0000885988-98-000035.txt : 19980415 0000885988-98-000035.hdr.sgml : 19980415 ACCESSION NUMBER: 0000885988-98-000035 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980414 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: 98593219 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._____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 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 - -------------------------------------------------------------------------------- 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! 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----