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 19,
2008
NovaMed,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-26625
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36-4116193
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(State or Other Jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
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
o 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 Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Section
5 – Corporate Governance and Management
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Section 409A
Amendments
During
2008, the Compensation Committee of the Board of Directors of NovaMed, Inc. (the
“Company”) initiated a review of the Company’s employment agreements to ensure
compliance with Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”).
As a
result of the foregoing review, on December 19, 2008 the Company amended
and restated the employment agreements with Thomas S. Hall, the
Company’s President, Chief Executive Officer and Chairman of the Board of
Directors, and Scott T. Macomber, Executive Vice President and Chief
Financial Officer of the Company.
The
Compensation Committee determined to take these actions in order to comply with
Section 409A. Each agreement was modified to reflect the provisions of
Section 409A, including imposing a six-month delay on distributions upon
“separation from service” unless permitted exceptions apply.
Section
9 - Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Title
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10.1
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Amended and Restated
Employment Agreement dated December 19, 2008 with Thomas S.
Hall
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10.2
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Amended and Restated
Employment Agreement dated December 19, 2008 with Scott T.
Macomber
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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 19, 2008
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By:
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/s/
Scott T. Macomber
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Scott
T. Macomber
Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit Number
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Title
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10.1
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Amended and Restated
Employment Agreement dated December 19, 2008 with Thomas S.
Hall
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10.2
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Amended and Restated
Employment Agreement dated December 19, 2008 with Scott T.
Macomber
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