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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2011
NovaMed, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-26625 |
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36-4116193 |
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(State or Other |
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(Commission |
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(IRS Employer |
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Jurisdiction |
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File Number) |
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Identification No.) |
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of incorporation) |
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333 West Wacker Drive, Suite 1010, Chicago, |
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60606 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (312) 664-4100
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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 7 - Regulation FD
Item 7.01. Regulation FD
On April 18, 2011, NovaMed, Inc., a Delaware corporation (the “Company”), announced that it has scheduled a special meeting of its stockholders for May 4, 2011, to consider and approve the merger contemplated by the Agreement and Plan of Merger, dated as of January 20, 2011 (the “Merger Agreement”) among the Company, Surgery Center Holdings, Inc. (“Surgery Partners”), and Wildcat Merger Sub, Inc., a wholly-owned subsidiary of Surgery Partners (“Merger Sub”). In connection therewith, the Company provided notice of an anticipated fundamental change and merger to holders of its convertible senior subordinated notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release dated April 18, 2011 of NovaMed, Inc. |
SIGNATURE
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 hereunto duly authorized.
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NovaMed, Inc. | |
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Dated: April 18, 2011 |
By: |
/s/ Scott T. Macomber |
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Scott T. Macomber |
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Executive Vice President and Chief Financial Officer |