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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 6, 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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 30, 2007, IntegraMed America, Inc. (the "Company") entered
into a business service agreement ("Business Service Agreement") with Center for
Reproductive Medicine, P.A. (the "Center") located in Orlando, Florida. Under
the 25-year agreement, the Company will provide its full range of business,
marketing and facility services to the Center. Also, in connection with the
Business Service Agreement, the Company purchased the assets of the Center and
has committed additional resources to support further growth and development of
the Center. Based on the terms of the transaction, the Company will be paid
service fees comprised of reimbursed costs of services, a percentage of
revenues, plus an additional service fee equal to a fixed percentage of the
Center's earnings. The transaction became effective September 1, 2007.
The foregoing description of the Business Service Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Business Service Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release announcing the Business Service Agreement
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
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10.1 Business Service Agreement dated August 30, 2007
99.1 Registrant's Press Release dated September 4, 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: September 6, 2007
/s/: Claude E. White
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Name: Claude E. White
Title: Vice President, General Counsel and
Secretary