Unassociated Document
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): December
1, 2008
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
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 Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
1.01 - Entry into a Material Definitive Agreement
On
December 1, 2008, NovaMed, Inc. (the “Company”) entered into a Fourth Amendment
and Consent to Credit Agreement (the “Fourth Amendment”) with National
City Bank, as agent and lender, Bank of America, N.A., as successor by merger
to
LaSalle Bank National Association, as documentation agent and lender, and The
Northern Trust Company, Associated Bank, N.A., RBS Citizens, N.A., JPMorgan
Chase Bank, National Association, and BMO Capital Markets Financing, Inc.,
as
the other participating lenders. The Fourth Amendment amended the terms of
the
Sixth Amended and Restated Credit Agreement dated as of February 7, 2007, as
amended (the “Credit Facility”), among the same parties to the Fourth Amendment.
Under the terms of the Credit Facility, the Company’s subsidiaries are limited
in their ability to procure bank financing outside of the Credit Facility.
The
Fourth Amendment sets forth the lenders’ consent to the assumption of certain
debt of one or more ambulatory surgery centers to be acquired by the Company
or
its wholly owned subsidiaries, provided the aggregate amount of such debt does
not exceed $6,000,000.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Fourth Amendment, which is filed
herewith as Exhibit 10.25 and is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
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10.25 |
Fourth
Amendment and Consent to Credit Agreement dated as of December 1,
2008, by
and among NovaMed, Inc., National City Bank, as agent,
and the other lenders thereto
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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: December
4,
2008 |
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
10.25 |
Fourth
Amendment and Consent to Credit Agreement dated as of December
1, 2008, by
and among NovaMed, Inc., National City Bank, as agent,
and the other lenders thereto
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