UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 8, 2007
IntegraMed America, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-20260 6-1150326
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
Two Manhattanville Road, Purchase, NY 10577
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 253-8000
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 (see General Instruction A.2. below):
|_| Written communications 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 communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
As previously reported on a current report on Form 8-K filed on August
8, 2007 (the "Original Filing"), on August 8, 2007 IntegraMed America, Inc.
("IntegraMed" or "we") completed the acquisition of all of the outstanding
shares of Vein Clinics of America, Inc. ("VCA"). This current report on Form
8-K/A amends the Original Filing to include the financial statements and pro
forma financial information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
All required financial statements of VCA as of and for the years ended
December 31, 2004, 2005 and 2006 are filed as Exhibit 99.1 to this current
report on Form 8-K/A. The unaudited financial statements of VCA as of and for
the six months ended June 30, 2006 and 2007 are filed as Exhibit 99.2 to this
current report on Form 8-K/A.
(b) Pro forma financial information
The unaudited pro forma consolidated balance sheet as of June 30, 2007
and consolidated statements of income for the year ended December 31, 2006 and
for the six months ended June 30, 2007 are filed as Exhibit 99.3 to this current
report on Form 8-K/A.
(d) Exhibits
See Exhibit Index.
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of McGladrey & Pullen, LLP, an Independent
Auditor
99.1 Audited consolidated financial statements of VCA as of
and for the years ended December 31, 2006, 2005 and 2004.
99.2 Unaudited consolidated financial statements of VCA as of
and for the six months ended June 30, 2006 and 2007
99.3 Unaudited pro forma consolidated balance sheet as of June
30, 2007 and consolidated statements of income for the
year ended December 31, 2006 and for the six months ended
June 30, 2007
SIGNATURES
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.
INTEGRAMED AMERICA, INC.
(Registrant)
Date: October 22, 2007
By: /s/John W. Hlywak, Jr.
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Name: John W. Hlywak, Jr.
Title: Executive Vice President and
Chief Financial Officer