-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLE3jUa/LVxnPpzFHad/HinmFsC2o6jEmOg8AnkDx2FuEvfUl3z/TeTtZDBPowXj /entqkvY755ycl0CkWujAA== 0000950103-01-000080.txt : 20010130 0000950103-01-000080.hdr.sgml : 20010130 ACCESSION NUMBER: 0000950103-01-000080 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010129 GROUP MEMBERS: MORGAN STANLEY DEAN WITTER & CO GROUP MEMBERS: MORGAN STANLEY VENTURE CAPITAL III, INC. GROUP MEMBERS: MORGAN STANLEY VENTURE INVESTORS III, L.P. GROUP MEMBERS: MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. GROUP MEMBERS: MORGAN STANLEY VENTURE PARTNERS III, L.L.C. GROUP MEMBERS: MORGAN STANLEY VENTURE PARTNERS III, L.P. 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 13D/A SEC ACT: SEC FILE NUMBER: 005-43053 FILM NUMBER: 1518216 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577-2100 BUSINESS PHONE: 9142538000 MAIL ADDRESS: STREET 1: 1 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: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D/A 1 0001.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) INTEGRAMED AMERICA, INC. (Name of Issuer) Common Stock $.01 par value (Title of Class of Securities) ----------------------- 45810N 30 2 (Cusip Number) Morgan Stanley Dean Witter & Co. (Name of Persons Filing Statement) Peter Vogelsang Morgan Stanley Dean Witter & Co. 1221 Avenue of the Americas New York, New York 10020 Tel. No. 212-762-8422 with a copy to: John A. Bick Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Tel. No. 212-450-4350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [ ] ================================================================================ SCHEDULE 13D CUSIP No. 45810N 30 2 Page 2 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Dean Witter & Co. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- 2 SCHEDULE 13D CUSIP No. 45810N 30 2 Page 3 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital III, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO,IA - ------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP No. 45810N 30 2 Page 4 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners III, L.L.C. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO, IA - ------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP No. 45810N 30 2 Page 5 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners III, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 5 SCHEDULE 13D CUSIP No. 45810N 30 2 Page 6 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Investors III, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 6 SCHEDULE 13D CUSIP No. 45810N 30 2 Page 7 of 14 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 7 This Amendment to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated as of February 2, 1998 (the "Schedule 13D"), the latter of which was filed with respect to the purchase by the Funds of shares of common stock, $.01 par value per share (the "Common Stock"), and warrants to acquire shares of Common Stock (the "Warrants") of IntegraMed America, Inc., a Delaware corporation ("IntegraMed"). Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 13D. Items 1, 3, 4, 5, and 6. The responses set forth in Items 1, 4, and 5 of the Schedule 13D are hereby amended and supplemented by the following information: "On January 26, 2001, the Funds sold to IntegraMed the Warrants and all shares of Common Stock of IntegraMed beneficially owned by the Funds for $2,000,000. Accordingly, as of the date of this Amendment to Schedule 13D, the Reporting Persons no longer beneficially own any shares of capital stock of IntegraMed. This is the Reporting Persons' final amendment to the Schedule 13D and is an exit filing." Item 2 The response set forth in Item 2 of the Schedule 13D is hereby amended and restated by the following information: " (a) - (c) This Amendment to Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Morgan Stanley Dean Witter & Co., a Delaware corporation ("Morgan Stanley"), (2) Morgan Stanley Venture Capital III, Inc., a Delaware corporation ("MSVC III, Inc."), (3) Morgan Stanley Venture Partners III, L.L.C., a Delaware limited liability company ("MSVP III, L.L.C."), (4) Morgan Stanley Venture Partners III, L.P., a Delaware limited partnership, (5) Morgan Stanley Venture Investors III, L.P., a Delaware limited partnership, and (6) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P., a Delaware limited partnership (Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III, L.P., and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. are collectively referred to as the "Funds"). The general partner of each of the Funds is MSVP III, L.L.C. The institutional managing member of MSVP III, L.L.C. is MSVC III, Inc., a wholly-owned subsidiary of Morgan Stanley. The address of the principal business and office of the Funds, MSVP III, L.L.C. and MSVC III, Inc. is 1221 Avenue of the Americas, New York, New York 10020-0001. The address of the principal business and principal office of Morgan Stanley is 1585 Broadway, New York, New York 10036. (d) - (e) During the past five (5) years, neither any of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons listed on Schedules A and B attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable." Item 7 This response set forth in Item 7 is hereby amended and supplemented by the following: 8 "Exhibit 4: Stock Purchase and Sale Agreement between IntegraMed America, Inc., and Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III, L.P., and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P., dated as of January 26, 2001" "Exhibit 5: Joint filing agreement among the Reporting Persons, dated as of January 29, 2001" [This space intentionally left blank] 9 SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 29, 2001 MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter Vogelsang ------------------------- Name: Peter Vogelsang Title: Authorized Signatory MORGAN STANLEY VENTURE CAPITAL III, INC. By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President MORGAN STANLEY VENTURE PARTNERS III, L.L.C. By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President MORGAN STANLEY VENTURE PARTNERS III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President 10 MORGAN STANLEY VENTURE INVESTORS III, L.P. By: Morgan Stanley Venture Partners III, L.L.C. its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President THE MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. By: Morgan Stanley Venture Partners III, L.L.C. its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President 11 SCHEDULE A Executive Officers and Directors of Morgan Stanley Venture Capital III, Inc. The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley Venture Capital III, Inc. ("MSVC III Inc.") are set forth below. The principal occupation for each of the persons listed below is Managing Director or other officer of Morgan Stanley & Co. Incorporated. If no address is given, the Director's or Executive Officer's business address is that of Morgan Stanley & Co. Incorporated at 1221 Avenue of the Americas, New York, New York 10020. Unless otherwise indicated, each title set forth opposite an individual's name refers to MSVC III Inc. and each individual is a United States citizen. Name, Business Address Executive Officer Title - ---------------------- ----------------------- *Alan Goldberg Managing Director *Guy Louis deChazal Chairman and Chief Executive Director *John Ehrenkranz None *William James Harding Vice President *Robert John Loarie Vice President *Mian Fazle Husain Vice President *Scott Halsted Vice President Debra Eve Abramovitz Vice President and Treasurer Kenneth Clifford Vice President and Chief Financial Officer - ----------------- * Director 12 SCHEDULE B Executive Officers and Directors of Morgan Stanley Dean Witter & Co. The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley Dean Witter & Co. ("Morgan Stanley") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Morgan Stanley and each individual is a United States citizen. Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Phillip J. Purcell Chairman of the Board and Chief Executive Officer * John J. Mack + President and Chief Operating Officer * Robert P. Bauman Retired; former Chief Executive Officer of Smithkline Beecham plc * Edward A. Brennan Retired; former Chairman of the Board, President and Chief Executive Officer of Sears * C. Robert Kidder Chairman of the Board and Chief Executive Officer of Borden, Inc. * Charles F. Knight Chairman of Emerson Electric Co. * John W. Madigan Chairman of the Board, President and Chief Executive Officer of Tribune Company * Miles L. Marsh Chairman of the Board and Chief Executive Officer of Fort James Corporation * Michael A. Miles Special Limited Partner of Forstmann Little & Co. * Clarence B. Rogers, Jr. Retired; former Chairman of the Board and Chief Executive Officer of Equifax, Inc. * Laura D'Andrea Tyson Dean of the Walter A. Haas School of Business at the University of California, Berkeley Tarek F. Abdel-Meguid Head of Worldwide Investment Banking Stephen S. Crawford + Executive Vice President and Chief Strategic and Administrative Officer Zoe Cruz Head of Worldwide Fixed Income Division John P. Havens Head of Worldwide Institutional Equities Group 13 Donald G. Kempf, Jr. Executive Vice President, Chief Legal Officer and Secretary Mitchell M. Merin President and Chief Operating Officer of the Asset Management Group David W. Nelms President and Chief Operating Officer of Discover Financial Services Stephan F. Newhouse Co-President and Chief Operating Officer of Institutional Securities Group; Chairman, Morgan Stanley International Incorporated Vikram S. Pandit Co-President and Chief Operating Officer of Institutional Equities Group Joseph R. Perella Chairman of Institutional Securities Group John H. Schaefer President and Chief Operating Officer of Individual Investor Group Robert G. Scott + Executive Vice President and Chief Financial Officer -------------- * Director + On January 24, 2001, Morgan Stanley announced that its board of directors had accepted the resignation of John J. Mack, President and Chief Operating Officer, effective March 21, 2001. Robert G. Scott, Morgan Stanley's Chief Financial Officer, was named to succeed Mr. Mack. Stephen S. Crawford, Morgan Stanley's Chief Strategic and Administrative Officer, was named to succeed Mr. Scott. 14 EX-4 2 0002.txt STOCK PURCHASE AND SALE AGREEMENT Exhibit 4 STOCK PURCHASE AND SALE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND MORGAN STANLEY VENTURE PARTNERS III, L.P. MORGAN STANLEY VENTURE INVESTORS III, L.P. THE MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. THIS AGREEMENT is made and entered into this 26th day of January, 2001, by and between Morgan Stanley Venture Partners III, L.P. ("MSVP III Fund"), Morgan Stanley Venture Investors III, L.P. ("Employee Fund") and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. ("Entrepreneur Fund")(MSVP III Fund, Employee Fund and Entrepreneur Fund are collectively referred to herein as the "Funds") and IntegraMed America, Inc., a Delaware corporation, with its principal place of business at One Manhattanville Road, Purchase, New York 10577 (the "Company"). WHEREAS, MSVP III Fund is the record owner and holder of 709,929 shares of common stock, $.01 par value, of the Company (the "Common Stock"), Employee Fund is the record owner and holder of 68,163 shares of Common Stock, and Entrepreneur Fund is the record owner and holder of 30,730 shares of Common Stock, and such Funds own and hold, in the aggregate, 808,822 shares of Common Stock (collectively, the "Shares"); WHEREAS, MSVP III Fund is the record owner and holder of a warrant to acquire 52,664 shares of Common Stock, Employee Fund is the record owner and holder of a warrant to acquire 5,057 shares of Common Stock and Entrepreneur Fund is the record owner and holder of a warrant to acquire 2,279 shares of Common Stock, and such Funds own and hold, in the aggregate, warrants to acquire 60,000 shares of Common Stock (collectively, the "Warrants"); Whereas, none of the Warrants has been exercised by the Funds; and WHEREAS, the Funds desire to sell the Shares and Warrants to the Company and the Company desires to purchase the Shares and Warrants from the Funds, upon the terms and subject to the conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Shares and Warrants, it is hereby agreed as follows: 1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, concurrently with the execution of this Agreement, the Funds shall sell, convey and transfer the Shares and the original unexercised Warrants to the Company and deliver to the Company certificates representing the Shares and Warrants, and the Company shall purchase from the Funds the Shares and Warrants in consideration of the Purchase Price set forth in this Agreement. The certificates representing the Shares shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and necessary transfer tax stamps or funds therefor. The Warrants shall be delivered to the Company unexercised. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held simultaneously with the execution of this Agreement. 2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The Purchase Price and method of payment thereof are fully set out in Exhibit A attached hereto. 3. REPRESENTATIONS AND WARRANTIES OF THE FUNDS. Each of MSVP III Fund, Employee Fund and Entrepreneur Fund, jointly and severally, represents, warrants and agrees that, the following representations and warranties are, as of the date hereof, true and correct: 3.1 ORGANIZATION AND STANDING. Each of MSVP III Fund, Employee Fund and Entrepreneur Fund is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.2 POWER AND AUTHORITY. Each of MSVP III Fund, Employee Fund and Entrepreneur Fund has the power and authority to execute and deliver this Agreement and to carry on its business as it is now being conducted. 3.3 RESTRICTIONS ON THE SHARES AND WARRANTS. i. Neither MSVP III Fund, Employee Fund nor Entrepreneur Fund is a party to any agreement, written or oral, creating any right in respect of the Shares or the Warrants in any person or relating to the voting of the Shares. ii. Each of MSVP III Fund, Employee Fund and Entrepreneur Fund is the record, beneficial and lawful owner of the Shares and Warrants set forth opposite such Fund's name on Exhibit A, free and clear of all security interests, liens, encumbrances, equities and other charges. iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character to, the Shares or the Warrants, nor are there any securities convertible into the Shares. 3.4 KNOWLEDGE OF THE FUNDS i. The sale to the Company of the Shares and Warrants is a free, voluntary act of each Fund. Each Fund has had an opportunity to have any and all questions relating to the Company answered by the Company to its satisfaction prior to execution of this Agreement. Each Fund acknowledges that it has not received the final audited financial reports and other results relating to the Company for the year ended December 31, 2000 (the "Year End Reports"). ii. Each Fund is an "accredited investor" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. 4. Representations and Warranties of the Company. None of the information supplied by the Company to the Funds or M. Fazle Husain contained any untrue statement of a material fact or omitted to state any material fact required or necessary to be stated in order to make the statements, in light of the circumstances in which they were made, not misleading. 5. REPRESENTATIONS AND WARRANTIES OF THE FUNDS AND THE COMPANY. Each Fund and the Company hereby represent and warrant that there has been no act or omission by the Funds or the Company which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby. 6. GENERAL PROVISIONS. 6.1 ENTIRE AGREEMENT. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. 6.2 SECTIONS AND OTHER HEADINGS. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 6.3 GOVERNING LAW. This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regards to the conflict of law rules of such state. 6.4 MISCELLANEOUS. i. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns. ii. The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and remain in full force and effect, notwithstanding any investigation at any time made by or on behalf of the parties. iii. This Agreement may be signed in any number of counterparts, each of which together shall constitute one and the same instrument. 6.5 RESIGNATION OF M. FAZLE HUSAIN. Contemporaneous with the completion of the transaction provided for herein, M. Fazle Husain will provide Claude E. White, Secretary of the Company, with a written resignation as a member of the Board of Directors of the Company. [THIS SPACE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written. IntegraMed America, Inc. By: /s/ John W. Hlywak, Jr. ------------------------ Name: John W. Hlywak, Jr. Title: Sr. Vice President and Chief Financial Officer Morgan Stanley Venture Partners III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz ----------------------- Name: Debra Abramovitz Title: Vice President and Treasurer Morgan Stanley Venture Investors III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz --------------------- Name: Debra Abramovitz Title: Vice President and Treasurer The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Debra Abramovitz --------------------- Name: Debra Abramovitz Title: Vice President and Treasurer EXHIBIT A AMOUNT AND PAYMENT OF PURCHASE PRICE CONSIDERATION. For the purchase and sale of the Shares and Warrants, pursuant to this Agreement, the Company shall pay the Funds an aggregate of $2,000,000.00 (the "Purchase Price"). PAYMENT The Purchase Price shall be paid by federal wire transfer, in immediately available funds, to accounts, allocated as above, specified in writing to the Company prior to the Closing Date. EX-5 3 0003.txt JOINT FILING AGREEMENT EXHIBIT 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01, of IntegraMed America, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Date: January 29, 2001 MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter Vogelsang -------------------------- Name: Peter Vogelsang Title: Authorized Signatory MORGAN STANLEY VENTURE CAPITAL III, INC. By: /s/ Debra Abramovitz --------------------------- Name: Debra Abramovitz Title: Vice President MORGAN STANLEY VENTURE PARTNERS III, L.L.C. By: Morgan Stanley Venture Capital III, Inc., as Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President 1 MORGAN STANLEY VENTURE PARTNERS III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., as General Partner By: Morgan Stanley Venture Capital III, Inc., as Institutional Managing Member By: /s/ Debra Abramovitz ----------------------------- Name: Debra Abramovitz Title: Vice President MORGAN STANLEY VENTURE INVESTORS III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., as General Partner By: Morgan Stanley Venture Capital III, Inc., as Institutional Managing Member By: /s/ Debra Abramovitz ------------------------------ Name: Debra Abramovitz Title: Vice President THE MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. By: Morgan Stanley Venture Partners III, L.L.C., as General Partner By: Morgan Stanley Venture Capital III, Inc., as Institutional Managing Member By: /s/ Debra Abramovitz ---------------------------- Name: Debra Abramovitz Title: Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----