0001193125-12-006628.txt : 20120109 0001193125-12-006628.hdr.sgml : 20120109 20120109163405 ACCESSION NUMBER: 0001193125-12-006628 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 GROUP MEMBERS: DBCM PARTNERS, LLC GROUP MEMBERS: DIAMONDBACK CAPITAL MANAGEMENT, LLC GROUP MEMBERS: DIAMONDBACK MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAMED AMERICA INC CENTRAL INDEX KEY: 0000885988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 061150326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43053 FILM NUMBER: 12517847 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 9142538000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 FORMER COMPANY: FORMER CONFORMED NAME: IVF AMERICA INC DATE OF NAME CHANGE: 19950720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMONDBACK CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001342637 IRS NUMBER: 202576915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-399-1600 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 d279757dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

 

IntegraMed America, Inc.

(Name of issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of class of securities)

 

45810N302

(CUSIP number)

 

December 30, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13G

 

CUSIP No. 45810N302   Page 2 of 9 Pages

 

  (1)   

Names of reporting persons

 

Diamondback Master Fund, Ltd.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Cayman Islands, British West Indies

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

905,040 shares of Common Stock

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

905,040 shares of Common Stock

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

905,040 shares of Common Stock

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

7.64%

(12)

  

Type of reporting person (see instructions)

 

CO

 

SCHEDULE 13G

 

CUSIP No. 45810N302   Page 3 of 9 Pages

 

  (1)   

Names of reporting persons

 

Diamondback Capital Management, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

State of Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

905,040 shares of Common Stock

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

905,040 shares of Common Stock

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

905,040 shares of Common Stock

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

7.64%

(12)

  

Type of reporting person (see instructions)

 

OO

 

SCHEDULE 13G

 

CUSIP No. 45810N302   Page 4 of 9 Pages

 

  (1)   

Names of reporting persons

 

DBCM Partners, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

State of Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

905,040 shares of Common Stock

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

905,040 shares of Common Stock

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

905,040 shares of Common Stock

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

7.64%

(12)

  

Type of reporting person (see instructions)

 

OO

 

CUSIP No. 45810N302   Page 5 of 9 Pages

Item 1.

 

(a) Name of Issuer

IntegraMed America, Inc. (the “Company”)

 

(b) Address of Issuer’s Principal Executive Offices

Two Manhattanville Road

Purchase, NY 10577

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

Diamondback Master Fund, Ltd.

c/o Ogier Fiduciary Services (Cayman) Ltd.

89 Nexus Way, Camana Bay

Grand Cayman KY1-9007

Citizenship: Cayman Islands, British West Indies

Diamondback Capital Management, LLC

One Landmark Square, 15th Floor

Stamford, CT 06901

Citizenship: State of Delaware

DBCM Partners, LLC

One Landmark Square, 15th Floor

Stamford, CT 06901

Citizenship: State of Delaware

Item 2(d) Title of Class of Securities

Common Stock, $0.01 par value (“Common Stock”)

Item 2(e) CUSIP Number

45810N302

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)    ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b)    ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)    ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)    ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)    ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)    ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

CUSIP No. 45810N302   Page 6 of 9 Pages

 

(g)    ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)    ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)    ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)    ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

As of the date of this filing, (i) Diamondback Master Fund, Ltd. beneficially owns 905,040 shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed the beneficial owner of the 905,040 shares of Common Stock, beneficially owned by Diamondback Master Fund, Ltd.

Diamondback Capital Management, LLC is the investment manager of Diamondback Master Fund, Ltd. DBCM Partners, LLC is the managing member of Diamondback Capital Management, LLC. Each of Lawrence Sapanski and Richard H. Schimel (the “Diamondback Principals”) serve as managing members of DBCM Partners, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person or the Diamondback Principals as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Diamondback Capital Management, LLC, DBCM Partners, LLC and the Diamondback Principals disclaims beneficial ownership of the shares of Common Stock owned by Diamondback Master Fund, Ltd.

 

  (b) Percent of class:

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 8, 2011, indicates that the total number of outstanding shares of Common Stock as of October 21, 2011 was 11,844,00. Based on the Company’s outstanding shares of Common Stock as of October 21, 2011, each of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to beneficially own 7.64% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote

0

 

  (ii) Shared power to vote or to direct the vote

See Item 4(a)

CUSIP No. 45810N302   Page 7 of 9 Pages

 

  (iii) Sole power to dispose or to direct the disposition of

0

 

  (iv) Shared power to dispose or to direct the disposition of

See Item 4(a)

 

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of January 9, 2012, by and among Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC

CUSIP No. 45810N302   Page 8 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 9, 2012

 

DIAMONDBACK MASTER FUND, LTD.

       DIAMONDBACK CAPITAL MANAGEMENT, LLC

By:

  

/s/ John Hagarty

       By:  

/s/ Rebecca Sheinberg

 

Name: John Hagarty

         Name: Rebecca Sheinberg
 

Title: Chief Operating Officer

         Title: Senior Compliance Officer

DBCM PARTNERS, LLC

        
By:  

/s/ Richard Schimel

        
 

Name: Richard Schimel

        
 

Title: Managing Member

        
EX-1 2 d279757dex1.htm EXHIBIT 1 Exhibit 1

 

CUSIP No. 45810N302   Page 9 of 9 Pages

EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0.01 par value, of IntegraMed America, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of January 9, 2012

 

DIAMONDBACK MASTER FUND, LTD.

      DIAMONDBACK CAPITAL MANAGEMENT, LLC

By:

  

/s/ John Hagarty

      By:  

/s/ Rebecca Sheinberg

 

Name: John Hagarty

        Name: Rebecca Sheinberg
 

Title: Chief Operating Officer

        Title: Senior Compliance Officer
        
DBCM PARTNERS, LLC       
By:  

/s/ Richard Schimel

       
  Name: Richard Schimel       
  Title: Managing Member