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): June
20, 2006
NOVAMED,
INC.
(Exact
name of registrant as specified in its 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
of
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(Commission
File
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(I.R.S.
Employer
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incorporation
or
organization)
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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.
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
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:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| ITEM
1.01. |
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
March
31, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
of NovaMed, Inc. (“NovaMed”) adopted, subject to stockholder approval, the
revised NovaMed, Inc. Executive Incentive Compensation Plan (the “Plan”). On
June 20, 2006, at NovaMed’s 2006 Annual Meeting of Stockholders (the “Annual
Meeting”), NovaMed’s stockholders approved the Plan. The following summary of
the Plan is qualified in its entirety by the terms of the Plan, a copy of which
is incorporated by reference herein as Exhibit 10.1.
The
purpose of the Plan is to motivate participants to achieve certain corporate
and
business unit performance objectives and to reward them only if those objectives
are met. The Plan provides for the grant of performance-based cash awards only.
The material terms of the Plan are substantially the same as NovaMed’s prior
Executive Incentive Compensation Plan, which it replaced.
Awards
under the Plan will be payable only upon the satisfaction of objective
performance criteria established by the Committee. The Committee will establish
the objective performance criteria based upon financial and operational
measurements discussed in detail in the Plan. Awards will be based on a
percentage of the recipient’s base salary (with the amount not to exceed
$1,500,000) and generally will be paid in the first two and one-half months
after the end of the applicable performance period.
The
Plan
may be amended or terminated at any time by NovaMed’s Board of Directors or the
Committee, subject to any required stockholder approval. The Plan shall remain
in effect until all awards have been paid or forfeited, but no awards made
under
the Plan for any performance period that would end after December 31, 2010,
unless the plan is extended by the Board of Directors, subject to any required
stockholder approval. Notwithstanding the adoption of the Plan, the Committee
retains the right to award cash bonuses outside of the Plan under appropriate
circumstances, including bonuses that may not be deductible under Section 162(m)
of the Internal Revenue Code in whole or in part.
As
disclosed in NovaMed’s definitive proxy statement on Schedule 14A (the “Proxy
Statement”) filed in connection with the Annual Meeting, when the Committee
adopted the Plan it also established the performance objectives for 2006
that
would determine each participant’s award under the Plan, subject to the Plan’s
approval by stockholders. The fiscal 2006 target payouts for NovaMed’s executive
officers, consistent with the parameters established by the Plan and based
on
target awards (expressed as a percentage of the participant’s annual base
salary), are as follows (and as previously disclosed in the Proxy
Statement):
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2006
Target Opportunity
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Name
and Position
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(as
% of base salary)
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Thomas
S. Hall, President and Chief Executive Officer
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50%
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Scott
T. Macomber, Executive Vice President and Chief Financial
Officer
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35%
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E.
Michele Vickery, Executive Vice President Operations
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35%
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The
Plan’s performance objectives for fiscal 2006 are based on NovaMed’s
consolidated earnings per share, with respect to Messrs. Hall and Macomber,
and
on a combination of NovaMed’s consolidated earnings per share (target award is
10% of base salary) and income from operations for certain of NovaMed’s business
units (target award is 25% of base salary), with respect to Ms.
Vickery.
On
June
20, 2006, the Committee approved the grant of restricted shares of the NovaMed’s
common stock ("Restricted Stock") and options to purchase common stock of
NovaMed (“Options”) under NovaMed’s 2005 Stock Incentive Plan (“Stock Incentive
Plan”) to certain of NovaMed’s officers and employees, including: Scott T.
Macomber, Executive Vice President and Chief Financial Officer, who was granted
8,333 shares of Restricted Stock and 25,000 Options; and E. Michele Vickery,
Executive Vice President Operations, who was granted 4,167 shares of Restricted
Stock and 12,500 Options.
Unless
a
participant’s employment with NovaMed terminates (at which time all unvested
Restricted Stock will be forfeited), one-eighth of the Restricted Stock vests
on
the six-month anniversary of the grant date and three-forty-eighths of the
Restricted Stock vests on every three-month anniversary thereafter, until fully
vested. However, all of the Restricted Stock will vest immediately upon a change
in control of NovaMed if the participant is employed by NovaMed or its
subsidiaries at the time of such change in control. Other terms of the
Restricted Stock awards are contained in the form of restricted stock award
agreement which is attached hereto as Exhibit 10.2 and incorporated by reference
herein. The Options have a term of ten years, with one-eighth vesting on the
six
month anniversary of the grant date and one-forty-eighth vesting at the end
of
each month thereafter, until fully vested. Other terms and conditions of the
Options are identical to those contained in the form of stock option award
agreement previously filed by NovaMed with the Securities and Exchange
Commission.
On
June
20, 2006, the Committee also approved the grant of 15,000 Options under the
Stock Incentive Plan to each of NovaMed’s non-employee directors. These Options
are subject to the same term, vesting schedule and other terms and conditions
described above.
| ITEM
9.01. |
FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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10.1
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NovaMed,
Inc. Executive Incentive Compensation Plan (incorporated herein by
reference to Appendix A to NovaMed, Inc.’s definitive proxy statement on
Schedule 14A filed on April 28, 2006)
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10.2
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NovaMed,
Inc. 2005 Stock Incentive Plan - Form of Restricted Stock Award
Agreement
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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: June 26, 2006 |
By:
/s/
Scott T. Macomber |
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Scott
T. Macomber
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Executive
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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NovaMed,
Inc. Executive Incentive Compensation Plan (incorporated herein by
reference to Appendix A to NovaMed, Inc.’s definitive proxy statement on
Schedule 14A filed on April 28, 2006)
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10.2
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NovaMed,
Inc. 2005 Stock Incentive Plan - Form of Restricted Stock Award
Agreement
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