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 (Date of earliest event reported): October 31, 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 31, 2005, Registrant entered into an agreement with
ivpcare, inc., a Texas corporation ("ivpcare"), pursuant to which, effective
October 1, 2005, Registrant will provide certain marketing services to ivpcare
in connection with ivpcare providing administrative, business and pharmacy
services to patients of medical practices in Registrant's network of fertility
clinics. The contract is effective October 1, 2005 and runs to June 30, 2009.
With the execution of the agreement, Registrant and ivpcare terminated another
agreement to which they were parties. See discussion under Item 1.02 regarding
the terminated agreement.
Under the terms of the new agreement, Registrant, through a variety
of marketing communications, management and patient education efforts, will
introduce patients of the medical practices in Registrant's network of fertility
clinics to the availability and benefit of pharmaceutical products and
educational materials. In consideration of such services, ivpcare will pay
Registrant a monthly marketing fee.
ITEM 1.02 Termination of a Material Definitive Agreement.
On October 31, 2005, Registrant and ivpcare terminated, effective
as of September 30, 2005, a January 16, 2002 agreement to which they were
parties. Under the January 16, 2002 agreement, ivpcare provided certain
pharmaceutical services, as defined in the agreement, to Registrant in
connection with Registrant's distribution of pharmaceutical products and
services to patients of the medical practices in Registrant's network of
fertility clinics. Effective with the termination, Registrant and ivpcare
entered into a new agreement as described in Item 1.01 hereof.
ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
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10.25 (a) Agreement between ivpcare, inc. and Registrant
dated October 1, 2005
10.25 (b) Termination agreement among ivpcare care, inc.,
Registrant and IntegraMed Pharmaceutical
Services, Inc. dated October 1, 2005
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: November 4, 2005 By: /s/Claude E. White
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Claude E. White
Vice President & General Counsel