As filed with the Securities and Exchange Commission on May 16, 2008
Registration No. 333 -
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UNITED STATES
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 incorporation (I.R.S. Employer
or organization) Identification No.)
Two Manhattanville Road
Purchase, New York, 10577-2100
(Address of Principal Executive Offices)
IntegraMed America, Inc. 2007 Long-Term Compensation Plan
(Full title of the plan)
Claude White, Esq.
Vice President and General Counsel
Two Manhattanville Road
Purchase, New York 10577-2100
(Name and Address of Agent for Service)
(914) 251-4142
(Telephone Number, including area code, of agent for service)
with copies to:
Steven Khadavi, Esq.
Dorsey & Whitney LLP
250 Park Avenue
New York, NY 10177
(212) 415-9376
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to Proposed maximum offering Proposed maximum aggregate Amount of
registered be registered(1) price per share offering price registration fee
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Common Stock, 500,000 US$9.34(2) US$4,670,000 US$183.53
$.01 par value
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933 this Registration
Statement also covers any additional securities that may be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions in accordance with the provisions of the Plan.
(2) Estimated in accordance with Rule 457(c) 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 13, 2008 as
reported on the NASDAQ Global Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Commission by the
Registrant, are incorporated by reference in this Registration Statement, as of
their respective dates:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 filed on March 14, 2008 (File No. 0-20260);
(b) the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2008 filed on May 9, 2008 (File No. 0-20260); and
(c) the description of the Registrant's Common Stock, $0.01 par value, as
contained in its Registration Statement on Form S-1 (No. 333-26551), initially
filed with the Commission on May 6, 1997, including any amendment or report
filed for the purpose of updating such information.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Amended and Restated Certificate of Incorporation
provides that the Company shall to the fullest extent permitted by Section 145
of the Delaware General Corporation Law (the "DGCL") 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; provided, however, that nothing
contained in such article shall eliminate the liability of a director (i) for
any breach of such director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.
Article VII of the Company's By-laws, 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.
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity, for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Section 145 further provides that to the extent a director, officer, employee or
agent of a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith,
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation
against any liability asserted against him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under Section 145.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
hereto)
23.2 Consent of Amper, Politziner & Matia, P.C.
24.1 Power of Attorney (included in the signature pages hereto)
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 percent 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) 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 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.
(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 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 Securities and
Exchange 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
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 this 13th day of May,
2008.
INTEGRAMED AMERICA, INC.
(Registrant)
By: /s/ Jay Higham
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Name: Jay Higham
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and
appoints Jay Higham and Claude E. White, or either of them, his or her
attorney-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
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
date indicated.
Signature Title Date
/s/ Jay Higham
------------------------------ President, Chief Executive Officer and Director May 13, 2008
Jay Higham (Principal Executive Officer)
/s/ John W. Hlywak, Jr.
------------------------------ Executive Vice President and Chief Financial Officer May 13, 2008
John W. Hlywak, Jr. (Principal Financial and Accounting Officer)
/s/ Kush K. Agarwal
------------------------------ Director May 13, 2008
Kush K. Agarwal
/s/ Gerardo Canet
------------------------------ Director May 13, 2008
Gerardo Canet
/s/ Sarason D. Liebler
------------------------------ Director May 13, 2008
Sarason D. Liebler
/s/ Wayne R. Moon
------------------------------ Director May 13, 2008
Wayne R. Moon
/s/ Elizabeth E. Tallett
------------------------------ Director May 13, 2008
Elizabeth E. Tallett
/s/ Lawrence J. Stuesser
------------------------------ Director May 13, 2008
Lawrence J. Stuesser
/s/ Yvonne S. Thornton, M.D.
------------------------------ Director May 13, 2008
Yvonne S. Thornton, M.D.
EXHIBIT INDEX
Exhibit Number Exhibit
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
hereto)
23.2 Consent of Amper, Politziner & Matia, P.C.
24.1 Power of Attorney (included in the signature pages hereto)