UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2007
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NovaMed, Inc. |
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(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 Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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980 North Michigan Avenue, Suite 1620, Chicago, Illinois |
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60611 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (312) 664-4100 |
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N/A |
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(Former Name or Former Address, If Changed Since last Report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 1, 2007, one of our wholly-owned subsidiaries, NovaMed Acquisition Company, Inc., acquired a sixty-two and one-half percent (62.5%) equity interest in Surgery Center of Kalamazoo, LLC, the owner and operator of a multi-specialty ambulatory surgery center (“ASC”) located in Portage, Michigan, for $24,600,000.
On June 6, 2007, NovaMed, Inc. filed a Current Report on Form 8-K to report the completion of the acquisition. This Form 8-K was amended on June 18, 2007 (Amendment No. 1) to provide the financial statements of the business acquired as required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b), which financial statements were not included in the original filing. Amendment No. 1 did not include the unaudited Statements of Operations and Cash Flows of Surgery Center of Kalamazoo for the three-month period ending March 31, 2006 pursuant to Item 9.01(a)(4) of Form 8-K. This Current Report on Form 8-K/A (Amendment No. 2) includes such unaudited Statements of Operations and Cash Flows of Surgery Center of Kalamazoo. For the convenience of the reader, the registrant has also included in this Amendment No. 2 the previously filed Statements of Operations and Cash Flows of Surgery Center of Kalamazoo for the three-month period ended March 31, 2007 for comparative purposes.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Unaudited interim financial statements of Surgery Center of Kalamazoo for the three-month periods ended March 31, 2007 and 2006.
(d) Exhibits
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Exhibit Number |
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Title |
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99.2 |
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Unaudited interim financial statements of Surgery Center of Kalamazoo for the three-month periods ended March 31, 2007 and 2006. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
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NovaMed, Inc. |
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Dated: August 14, 2007 |
By: |
/s/ Scott T. Macomber |
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Scott T. Macomber |
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Executive Vice President and Chief |
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