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): August 15, 2005
NovaMed, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26625 36-4116193
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 664-4100
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On August 15, 2005, one of our wholly owned subsidiaries, NovaMed
Acquisition Company, Inc., entered into a definitive agreement to acquire a
fifty-one percent (51%) equity interest in an ambulatory surgery center (ASC)
located in Whittier, California. The closing of this transaction is subject to
receiving the required licensure approvals from the State of California and upon
other routine closing conditions being satisfied. Immediately prior to the
closing of this transaction, the selling entity, Center for Outpatient Surgery,
will contribute substantially all of the assets and certain mutually agreed upon
liabilities of the ASC into a newly formed Delaware limited liability company,
NovaMed Surgery Center of Whittier, LLC. The assets contributed by the seller
into the new limited liability company will include equipment, furniture,
accounts receivable, inventory and goodwill. NovaMed Acquisition Company, Inc.
will then purchase from the seller a fifty-one percent (51%) interest in the
limited liability company in exchange for $8,100,000 payable in cash at closing.
The shareholders of the selling entity will then retain a forty-nine percent
(49%) equity interest in the entity. David Marshburn, D.O., Neal Shindel, M.D.,
Abdul Alaama, M.D., Garlan Lo, M.D. and William May, M.D. constitute all of the
shareholders of Seller who are also parties to the agreement. The purchase price
was negotiated and agreed upon through arm's length negotiations between the
parties. NovaMed, Inc. will fund the purchase price through its then available
cash as well as funds to be borrowed under its credit facility with National
City Bank of The Midwest, as agent for the various lenders thereunder.
The assets acquired have historically been used to operate, and we
intend to continue to use them to operate, an outpatient surgical facility.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Asset Contribution and
Exchange Agreement which is filed herewith as Exhibit 10.40 and is incorporated
herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Title
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10.40 Asset Contribution and Exchange Agreement dated
as of August 15, 2005, by and between NovaMed
Acquisition Company, Inc., Center for
Outpatient Surgery, David Marshburn, D.O., Neal
Shindel, M.D., Abdul Alaama, M.D., Garlan Lo,
M.D. and William May, M.D.
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.
NovaMed, Inc.
Dated: August 19, 2005 By: /s/ Scott T. Macomber
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Scott T. Macomber
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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10.40 Asset Contribution and Exchange Agreement dated
as of August 15, 2005, by and between NovaMed
Acquisition Company, Inc., Center for
Outpatient Surgery, David Marshburn, D.O., Neal
Shindel, M.D., Abdul Alaama, M.D., Garlan Lo,
M.D. and William May, M.D.