- Current report filing (8-K)
May 25 2010 - 8:01AM
Edgar (US Regulatory)
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): May 19, 2010
NovaMed,
Inc.
(Exact Name of Registrant as Specified
in Charter)
|
Delaware
|
0-26625
|
36-4116193
|
|
(State or Other Jurisdiction
|
(Commission
|
(IRS Employer
|
|
of incorporation)
|
File Number)
|
Identification No.)
|
|
333 West Wacker Drive, Suite
1010
,
Chicago
,
Illinois
|
60606
|
|
(Address of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s telephone number, including
area code (312) 664-4100
(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:
|
o
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Written communications pursuant to
Rule 425 under the Securities
Act
|
|
o
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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
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange
Act
|
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Item
5.07
Submission of Matters to
a Vote of Security
Holders.
|
On May
19, 2010, NovaMed, Inc. (the “Company”) held its annual meeting of stockholders
(the “Annual Meeting”), at which the Company’s stockholders approved
four proposals. The proposals are described in detail in the Proxy
Statement.
Proposal
1
The
Company’s stockholders elected two individuals to the Board of Directors as set
forth below:
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|
|
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Robert
J. Kelly
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12,196,974
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3,187,649
|
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5,225,627
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C.A.
Lance Piccolo
|
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11,822,837
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3,561,786
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5,225,627
|
Proposal
2
The Company’s stockholders
approved
an amendment to the Company’s Certificate of Incorporation to
effect a reverse stock split, pursuant to which existing shares of the Company’s
common stock were combined into new shares of the Company’s common stock at an
exchange ratio of one-for-three
. The results
are set forth below:
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|
|
|
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18,642,711
|
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1,946,625
|
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20,914
|
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-
|
Proposal
3
The Company’s stockholders
approved
an amendment to the Company’s Certificate of Incorporation to
reduce the total number of the Company’s authorized shares from 100,000,000 to
33,333,000
. The results
are set forth below:
|
|
|
|
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18,670,729
|
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1,907,856
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31,665
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-
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Proposal
4
The Company’s stockholders
ratified the
appointment of BDO Seidman, LLP as the Company’s
independent registered public accounting firm for 2010,
as set forth
below:
Section 8 – Other
Events
Item 8.01 Other
Events.
As discussed above, the
Company’s stockholders approved
an amendment to the Company’s Certificate
of Incorporation to effect a
one-for-three reverse
split of the Company’s outstanding shares of common stock. The Company expects
that the reverse stock split will take effect prior to the opening of markets on
June 1, 2010 and will be effective with respect to stockholders of record at the
close of business on May 28, 2010. As a result of the reverse stock split, each
three shares of common stock will be combined into one share of common stock and
the number of shares of common stock issued and outstanding or held in
treasury will be reduced proportionately based on the reverse stock split ratio
of 1-for-3. Stockholders who would otherwise hold fractional shares
as a result of the reverse stock split will be entitled to receive cash (without
interest) in an amount equal to the proceeds attributable to the sale of such
fractional shares following the aggregation and sale by our transfer agent of
all fractional shares otherwise issuable.
The Company’s stockholders
also authorized a reduction in the
total number of shares that the
Company is authorized to issue from 100,000,000 shares consisting of 81,761,465
shares of common stock and 18,238,535 shares of preferred stock to 33,333,000
shares consisting of 27,253,000 shares of common stock and 6,080,000 shares of
preferred stock
,
which will become effective at the same time as the reverse stock
split.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
|
Exhibit
Number
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Title
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99.1
|
Press
release of NovaMed, Inc. dated May 25,
2010
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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: May 25,
2010
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By:
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/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 No.
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Exhibit
|
|
|
|
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99.1
|
Press release of NovaMed, Inc. dated May 25,
2010
|
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