NovaMed 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2011
(Exact Name of Registrant as Specified in Charter)
Registrants 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
x 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 8 Other Events
Item 8.01. Other Events.
On January 21, 2011, NovaMed, Inc., a Delaware corporation (the Company), issued a press release announcing entry into an Agreement and Plan of Merger (the Merger Agreement) with Surgery Center Holdings, Inc., a Delaware corporation (Parent), and Wildcat Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), providing for the merger (the Merger) of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent is an affiliate of H.I.G. Capital, L.L.C. The merger consideration is $13.25 per share net to the seller in cash, without interest thereon and subject to applicable withholding taxes. Concurrently with the execution and delivery of the Merger Agreement, each of the Companys directors and executive officers (including, in each case, certain affiliates thereof), together representing ownership of more than approximately 10.5% of the Companys outstanding shares entered into a voting agreement (collectively, the Voting Agreements) with Parent and Merger Sub whereby such stockholder committed, among other things, subject to the terms and conditions of the Voting Agreements, to vote all of their respective shares in favor of the Merger.
The Company will file a preliminary proxy statement with the Securities and Exchange Commission (the SEC), which will contain detailed information about the Merger and the extensive sale process conducted by the Companys board and special committee. Once the SEC completes its review of the preliminary proxy statement, the Company will file the definitive proxy statement with the SEC and distribute it to stockholders.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On January 21, 2011, the Company sent a letter to its employees and doctor partners, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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.