As filed with the Securities and Exchange Commission on April 9, 2007
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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
Two Manhattanville Road
Purchase, New York, 10577-2100
(Address of Principal Executive Offices)
IntegraMed America, Inc. 2000 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 Each Class of Amount to Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered be Registered(1) Price Per Share Offering Price Registration Fee
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Common Stock, 100,000 US$14.95(2) US$1,495,000 US$45.90
$.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 April 5, 2007 as
reported on the NASDAQ Global Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 of IntegraMed America, Inc. (the
"Registrant") is being filed pursuant to General Instruction E of Form S-8 in
connection with the registration of an additional 100,000 shares of the
Registrant's common stock, par value $.01 ("Common Shares") to be issued
pursuant to the IntegraMed America, Inc. 2000 Long-Term Compensation Plan (the
"Plan"). The contents of the registration statement on Form S-8 (File No.
333-64332), filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on July 2, 2001 under which 600,000 Common Shares were
registered for issuance under the Plan are incorporated herein by reference.
A copy of the Plan is attached as Exhibit 10.119 to the Registrant's Quarterly
Report on Form 10-Q (File No. 0-20260) for the period ended June 30, 2002, and
is hereby incorporated by reference into this registration statement.
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, 2006 filed on March 21, 2007 (File No. 000-20260);
(b) Current Report on Form 8-K filed by the Registrant on February 20, 2007;
(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 8. Exhibits.
Exhibit Number Exhibit
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4.1 Restated Certificate of Incorporation of IntegraMed America, Inc.
(previously filed as exhibit 3.1(f) to the Registrant's Quarterly
Report on Form 10-Q (File No. 0-20260) for the period ended June 30,
2004 incorporated herein by reference)
4.2 By-laws of IntegraMed America, Inc. (previously filed as exhibit
3.2(d) to the Registrant's Annual report on Form 10-K (file No.
0-20260) for the year ended December 31, 2005, incorporated herein
by reference)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Amper, Politziner & Matia, P.C.
24.1 Power of Attorney (included in the signature pages hereto)
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 9th day of
April, 2007.
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 John W. Hlywak, Jr., 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.
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Signature Title Date
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/s/Jay Higham
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Jay Higham President, Chief Executive Officer and Director April 9, 2007
(Principal Executive Officer)
/s/John W. Hlywak, Jr.
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John W. Hlywak, Jr. Executive Vice President and Chief Financial Officer April 9, 2007
(Principal Financial and Accounting Officer)
/s/Gerardo Canet
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Gerardo Canet Director April 9, 2007
/s/Sarason D. Liebler Director April 9, 2007
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Sarason D. Liebler
/s/Wayne R. Moon Director April 9, 2007
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Wayne R. Moon
/s/Elizabeth E. Tallett Director April 9, 2007
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Elizabeth E. Tallett
/s/Lawrence J. Stuesser
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Lawrence J. Stuesser Director April 9, 2007
/s/Yvonne S. Thornton, M.D. Director April 9, 2007
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Yvonne S. Thornton, M.D.
EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Restated Certificate of Incorporation of IntegraMed America, Inc.
(previously filed as exhibit 3.1(f) to the Registrant's Quarterly
Report on Form 10-Q (File No. 0-20260) for the period ended June 30,
2004 incorporated herein by reference)
4.2 By-laws of IntegraMed America, Inc. (previously filed as exhibit
3.2(d) to the Registrant's Annual report on Form 10-K (file No.
0-20260) for the year ended December 31, 2005, incorporated herein
by reference)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Amper, Politziner & Matia, P.C.
24.1 Power of Attorney (included in the signature pages hereto)