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 and Exchange Act 1934
Date of Report (Date of earliest event reported): February 17, 2009
IntegraMed America, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
0-20260 6-1150326
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(Commission File Numbers) (IRS Employer Identification No.)
Two Manhattanville Road, Purchase, NY 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (914) 253-8000
(Former name or former address, if changed since last report)
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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:
Written communication pursuant to Rule 425 under the Securities Act (17
__ CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
__ CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the
__ Exchange Act (17 CFR 240.14d-2(b)
Pre-commencement communication pursuant to Rule 13e-4(c) under the
__ Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 Other Events
We, IntegraMed America, Inc., (the "Company") recently became aware of
the expected outcome of a contractual dispute with an important third-party
payer and one of our top fertility clinics in the mid-west. Our clinic has been
in a dialogue with this third-party payer over the last several months but the
net result of those interactions is that our clinic expects to lose the contract
effective February 26, 2009. Accordingly, the clinic's patient volume is
expected to be directed to various other centers that are not affiliated with
us.
The net result of this action to us is that we expect to have a
reduction in after-tax income of approximately $350,000. This estimate is prior
to any cost mitigation at the clinic. The unmitigated loss of this base of
patients could impact our 2009 reported EPS by approximately $0.03-$0.04 per
share. We are making appropriate staffing and overhead adjustments at the
clinic in response to this loss of patient volume. We also continue to work
with our clinic toward some sort of resolution with the third-party payer,
though we view the likelihood of a favorable outcome as very remote.
The foregoing was disclosed in our 4th Quarter Earnings Release call
which took place today at 10:00 a.m. EDT. A replay of the call can be found on
our website (www.integramed.com) under the heading "Investors".
This Current Report on Form 8-K may contain forward-looking statements
that are not based on historical fact, including statements concerning future
results, performance, and expectations regarding the contract between our clinic
and the third-party payer. These statements involve a number of risks and
uncertainties. Actual results may differ materially from the statements made as
a result of various factors, including, but not limited to, the impact of the
loss of the contract on the Company and other risks, including those identified
in the company's most recent Form 10-K and in other documents filed by us with
the U.S. Securities and Exchange Commission.
SIGNAT6URES
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 thereunto duly authorized.
IntegraMed America, Inc.
(Registrant)
Date: February 17, 2009 By: /s/Claude E. White
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Claude E. White,
Vice President & General Counsel