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): March
30, 2006
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 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
Section
2 - Financial Information
Item
2.02 Results
of Operations and Financial Condition.
On
March
30, 2006, NovaMed, Inc. filed Amendment No. 1 to its previously filed Form
12b-25 (“Amendment No. 1”) with the Securities and Exchange Commission to report
that it will not be able to file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 by March 31, 2006, as previously anticipated,
and that certain restatement adjustments to its previously issued financial
statements for the fiscal years ended December 31, 2002 through
December 31, 2004 and the first three quarters of 2005 will be necessary.
Under
the
terms of the Company’s credit facility, the Company is required to deliver to
its lenders by March 31, 2006, the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 or audited financial statements for this
period certified by its independent registered public accounting firm, BDO
Seidman, LLP. The Company has received from its lenders a written consent
extending the deadline for submitting these materials.
The
narrative portion of Amendment No. 1, a copy of which is filed as Exhibit 99.1
to this report, is incorporated herein by reference.
The
information in this item shall be deemed "filed" for purposes of Section 18
of
the Securities Exchange Act of 1934.
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report
or Completed Interim Review.
(a)
On
March
30, 2006, the Audit Committee of the Company’s Board of Directors and the
Company’s management, after consultation with the Company’s independent
registered public accounting firm, BDO Seidman, LLP (“BDO”), and its former
independent registered public accounting firm, PricewaterhouseCoopers LLP
(“PwC”), concluded that the Company’s previously issued financial statements for
the fiscal years ended December 31, 2002 through December 31, 2004 and
for the first three quarters of 2005 should no longer be relied upon and that
the Company will restate such financial statements to correct errors that
occurred as a result of the erroneous application of generally accepted
accounting principles relating to certain written options granted by the Company
to several physicians.
The
Company has not completed its analysis of the necessary restatement adjustments.
The Company will report the restatement of results for fiscal years ended
December 31, 2002 through December 31, 2004, and restatements for the first
three quarters of fiscal 2005, in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 to be filed with the Securities and Exchange
Commission. The narrative portion of Amendment No. 1, a copy of which is filed
as Exhibit 99.1 to this report, is incorporated herein by
reference.
The
Company’s Executive Vice President and Chief Financial Officer discussed the
matters disclosed in this Item 4.02(a) with the Audit Committee of the Company’s
Board of Directors and BDO, which audited the Company’s financial statements for
the fiscal year ended December 31, 2005.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
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Exhibit Number |
Title |
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99.1 |
Narrative Portion of Amendment No. 1
to
Form 12b-25 filed by NovaMed, Inc. on March 30,
2006 |
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:
March 30, 2006 |
By: |
/s/
Scott T.
Macomber
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Scott T. Macomber |
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Executive
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit No. |
Exhibit |
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| 99.1 |
Narrative Portion of Amendment No. 1
to Form
12b-25 filed by NovaMed, Inc. on March 30,
2006 |