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 (Date of earliest event reported): October 10, 2005
INTEGRAMED AMERICA, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
0-20260 6-1150326
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(Commission File Numbers) (IRS Employer Identification No.)
Two Manhattanville Road, Purchase, NY 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (914) 253-8000
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(Former name or former address, if changed since last report)
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:
-- Written communication 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 communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
-- Pre-commencement communication 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 October 10, 2005, Registrant entered into an employment
agreement with Jay Higham, President and Chief Operating Officer, pursuant to
which effective January 1, 2006, Mr. Higham will become President and Chief
Executive Officer of Registrant. The information in Item 5.02 below is
incorporated herein by reference.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On October 10, 2005 Registrant's Chief Executive Officer, Gerardo
Canet, announced his resignation effective December 31, 2005, in accordance with
the terms of Mr. Canet's employment agreement with the Company. Mr. Canet will
continue to serve as Chairman of the Board and as a consultant to the Company
for three years.
On October 10, 2005, Registrant entered into an employment
agreement with Jay Higham, President and Chief Operating Officer, pursuant to
which effective January 1, 2006, Mr. Higham will become President and Chief
Executive Officer of Registrant. Additionally, under the terms of the agreement,
the Board will name Mr. Higham as a Director of the Company, effective January
1, 2006. Mr. Higham joined the Company as Vice President of Marketing and
Development in October 1994 and was promoted to Sr. Vice President of Marketing
and Development in January 1999. In June 2004, Mr. Higham was promoted to
President and Chief Operating Officer of the Company. Prior to joining the
Company, Mr. Higham held a variety of executive positions, the last of which was
as Vice President of Health Systems Development for South Shore Hospital and
South Shore Health and Education Corporation. Mr. Higham earned a M.H.S.A. from
George Washington University.
Under the terms of the employment agreement, Mr. Higham will be
paid an annual salary of not less than $275,000.00, plus will be eligible for an
executive incentive bonus and will be granted a restricted stock grant equal to
$400,000.00, the number of shares of which will be determined based on the
closing price of the Company's stock on the first trading day in January 2006.
The restricted stock will vest quarterly over a 10-year period subject to
acceleration if Mr. Higham, among other reasons, is terminated without cause or
quits voluntarily with good reason, as defined in the agreement. The agreement
provides for certain termination benefits depending upon whether the termination
is for cause or without cause. In event Mr. Higham's employment is terminated
for good reason by Mr. Higham or by the Company without cause, Mr. Higham would
be paid a lump-sum amount equal to his base salary for a 12-month period, plus
the full amount of his annual bonus based on Mr. Higham's then current salary.
In the event Mr. Higham's employment is terminated by mutual agreement or by Mr.
Higham for no reason or due to Mr. Higham's death or disability or by the
Company for cause, Mr. Higham would be paid his salary through the date of
termination, plus any accrued, but unpaid, bonus. In the event Mr. Higham's
employment is terminated for good reason following a change of control or by the
Company without cause within 12 months following a change in control, Mr. Higham
would be paid twice his annual base salary, plus twice the bonus he would be
eligible for without a determination whether the bonus targets were met.
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: October 11, 2005 By: /s/Claude E. White
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Claude E. White
Vice President & General Counsel