-----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, P03qpo5ttZUOaVsBC4aYZhVnSe4oTWt8jknB1sQ+J5oc5nbftEx8RSJhob9rYnG2 Iz9vPnJH2ORnXkM1D4jMmQ== 0000885988-01-000001.txt : 20010129 0000885988-01-000001.hdr.sgml : 20010129 ACCESSION NUMBER: 0000885988-01-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010126 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-20260 FILM NUMBER: 1516632 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 8-K 1 0001.txt INTEGRAMED AMERICA, INC. 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 and Exchange Act 1934 Date of Report: January 26, 2001 INTEGRAMED AMERICA, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware - -------------------------------------------------------------------------------- (State of other jurisdiction of incorporation) 0-20260 and 1-11440 06-1150326 - -------------------------------------------------------------------------------- (Commission File Numbers) (IRS Employer Identification No.) One Manhattanville Road, Purchase, NY 10577 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone no. including area code: (914) 253-8000 -------------- Registrant's former name: IVF America, Inc. ----------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 99.3 Registrant's Press Release dated January 26, 2001 ITEM 9. Regulation FD disclosure Registrant's Press Release dated January 26, 2001 attached as Exhibit 99.3 hereto is furnished pursuant to Regulation FD; it is not filed. 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 thereunto duly authorized. INTEGRAMED AMERICA, INC. (Registrant) Date: January 26, 2001 By: /s/John W. Hlywak, Jr. ---------------------------- John W. Hlywak, Jr. Sr. Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-99.3 2 0002.txt INTEGRAMED AMERICA, INC. John W. Hlywak, Jr. (investors) Jay Higham (media) Senior Vice President & CFO Senior Vice President Marketing IntegraMed America, Inc IntegraMed America, Inc. (914) 251-4143 (914) 251-4127 Web Address: www.integramed.com INTEGRAMED ANNOUNCES THE BUY-BACK OF MORGAN STANLEY COMMON STOCK Purchase, NY, January 26, 2001 -- IntegraMed America, Inc. (Nasdaq: INMD) today announced that it had completed a private transaction with three venture capital affiliates of Morgan, Stanley, Dean Witter, Discover & Co (NYSE:MWD) pursuant to which the Company has purchased all 868,822 shares of Common Stock owned by Morgan Stanley for a total consideration of $2,000,000. The Company paid $2.30 per share for the purchase of the Common Stock, which represented approximately 22% of the previously outstanding common shares. IntegraMed, based in Purchase, NY offers products and services to patients, providers, payors and manufacturers focused on the $2 billion infertility industry. Specifically, the Company provides Business Services to a network of Reproductive Science Centers(R) - the leading providers of conventional fertility and assisted reproductive technology (ART) services; distributes pharmaceutical and financing products directly to patients; and, conducts clinical research through IntegraMed Research Institute. Statements contained in this press release that are not based on historical fact, including statements concerning future results, performance, expectations and expansion of IntegraMed America are forward-looking statements. Actual results may differ materially from the statements made as a result of various factors including, but not limited to, the risks associated with the Company's ability to finance future growth; the loss of significant management contract(s); profitability at Reproductive Science Centers managed by IntegraMed America; changes in insurance coverage, government laws and regulations regarding health care or managed care contracting; and other risks, including those identified in the Company's most recent Form 10-K and in other documents filed by the Company with the U.S. Securities and Exchange Commission (SEC). -----END PRIVACY-ENHANCED MESSAGE-----