SCHEDULE 14A
(RULE 14A-1-1)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
- --------------------------------
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12
[ ] Confidential for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
IntegraMed America, Inc.
---------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed: April 25, 2002
April 24, 2002
Dear IntegraMed America, Inc. Stockholder:
It is my pleasure to invite you to attend the 2002 Annual Meeting of
Stockholders of IntegraMed America, Inc. The meeting will be held at 10:00 a.m.
(local time) on Tuesday, May 21, 2002 at the Company's corporate offices at One
Manhattanville Road, Purchase, New York.
The following pages contain the formal Notice of Annual Meeting of Stockholders
and the Proxy Statement. Please review this material for information concerning
the business to be conducted at the meeting, which is the election of seven
directors for a term of one year. You will also have the opportunity to hear
what has happened in our business in the past year and to ask questions. You
will find detailed information about IntegraMed America, Inc. in the enclosed
2001 Annual Report to Stockholders.
We hope you can join us on May 21, 2002. Whether or not you can attend, please
read the enclosed Proxy Statement. When you have done so, please mark your votes
on the enclosed proxy, sign and date the proxy, and return it in the enclosed
envelope. Your vote is important to the Company, so please return your proxy
promptly.
Sincerely,
/s/Gerardo Canet
- -----------------------------------
Gerardo Canet
President & Chief Executive Officer
INTEGRAMED AMERICA, INC.
One Manhattanville Road
Purchase, New York 10577
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 21, 2002
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of
IntegraMed America, Inc. (the "Company") will be held on May 21, 2002, at 10:00
a.m. local time at the Company's headquarters, One Manhattanville Road,
Purchase, New York 10577. The meeting is called for the following purposes:
1. Election of seven directors for a term of one year; and
2. Consideration of and action upon such other matters as may
properly come before the meeting or any adjournment or
adjournments thereof.
The close of business on March 29, 2002 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
All stockholders are cordially invited to attend the meeting. Whether
or not you expect to attend, you are respectfully requested by the Board of
Directors to sign, date and return the enclosed Proxy promptly. Stockholders who
execute proxies retain the right to revoke them at any time prior to the voting
thereof. A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
By Order of the Board of Directors,
Claude E. White
Secretary
Dated: April 24, 2002
INTEGRAMED AMERICA, INC.
One Manhattanville Road
Purchase, New York 10577
914-253-8000
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on Tuesday, May 21, 2002
Solicitation of Proxy
This Proxy Statement and the accompanying Proxy are furnished to
stockholders of IntegraMed America, Inc. (the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of the
Company to be held in Purchase, New York, on Tuesday, May 21, 2002 at 10:00
a.m., and any adjournments of the meeting. The enclosed Proxy is solicited by
the Board of Directors of the Company.
Mailing Date
The Annual Report of the Company for 2001, including financial
statements, the NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, this Proxy Statement,
and the Proxy were mailed to stockholders on April 24, 2002.
Who can vote -- Record Date
The record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting is March 29, 2002. Each of the 3,080,516 shares of
common stock, par value $.01 per share (the "Common Stock"), and the 165,644
shares of Series A Cumulative Convertible Preferred Stock (the "Preferred
Stock") of the Company issued and outstanding on that date is entitled to one
vote at the meeting.
How to vote -- Proxy Instructions
You can vote your shares by mailing in your proxy card. Stockholders
who hold their shares in "street name" must vote their shares in the manner
prescribed by their brokers.
In voting, you may specify whether your shares should be voted for all,
some, or none of the nominees for director (Proposal 1 on the proxy card).
If you do not specify on your proxy card how you want to vote your
shares, we will vote them "FOR" the election of all nominees for director as set
forth under "Election of Directors" (Proposal 1).
Revocation of Proxies
You may revoke your Proxy at any time before it is exercised in any of
three ways:
(1) by submitting written notice of revocation to the Company
Secretary;
(2) by submitting another Proxy by mail that is dated later in
time and properly signed; or
(3) by voting in person at the meeting.
Quorum
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if the holders of a majority of the votes entitled to be cast by the
stockholders at the Annual Meeting are present, in person or by proxy. Broker
"non-votes" and abstentions are counted as present at the Annual Meeting for
purposes of determining whether a quorum exists. A broker "non-vote" occurs when
a nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
Required Vote
Persons receiving a plurality of the voted shares present in person or
represented by proxy at the Annual Meeting will be elected directors.
"Plurality" means that if nominees receive more affirmative votes than negative
votes irrespective of whether they receive a majority vote they are elected as
directors. Shares not voted (whether abstention, broker "non-votes" or
otherwise) have no effect on the election. If any nominee is unable or declines
to serve, proxies will be voted for the balance of those named and such person
as shall be designated by the Board to replace any such nominee. However, the
Board does not anticipate that this will occur.
Other Business
The Company does not intend to bring any business before the meeting
other than that set forth in the Notice of Annual Meeting and described in this
Proxy Statement. However, if any other business should properly come before the
meeting, the persons named in the enclosed proxy card intend to vote in
accordance with their best judgment on such business and any matters dealing
with the conduct of the meeting pursuant to the discretionary authority granted
in the Proxy.
- 2 -
SECURITY OWNERSHIP
The following table sets forth, as of March 29, 2002, certain
information concerning stock ownership of all persons known by the Company to
own beneficially 5% or more of the shares of Common Stock, and each director,
and each executive officer named under "Executive Compensation", and all
directors and executive officers of the Company as a group.
Shares of
Common Stock Percent of
Beneficially Common Stock
Beneficial Owners Owned (1)(2) Outstanding
- ----------------- ------------ -----------
Dimensional Fund Advisors.................... 163,800(3) 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Gruber & McBaine Capital Management, LLC..... 527,600(4) 17.1%
50 Osgood Place
San Francisco, CA 94133-4622
Hathaway & Associates........................ 175,000 5.7%
119 Rowayton Ave.
Rowayton, CT 06853
Officer and Director Stock Ownership
Gerardo Canet................................ 211,952(5) 6.9%
Peter Cucchiara.............................. 14,891(5) *
Jay Higham................................... 46,250(5) 1.5%
John W. Hlywak, Jr........................... 62,245(5) 2.0%
Donald S. Wood, Ph.D......................... 50,438(5) 1.6%
Michael J. Levy, M.D......................... 55,317(5) 1.8%
Sarason D. Liebler........................... 39,612(5) 1.3%
Aaron S. Lifchez, M.D........................ 87,841(5) 2.9%
Wayne R. Moon................................ 4,000(5) *
Lawrence J. Stuesser......................... 33,500(5) 1.1%
Elizabeth E. Tallett......................... 19,532(5) *
ALL EXECUTIVE OFFICERS AND DIRECTORS
AS A GROUP (12 persons).................. 651,201(5) 21.1%
- --------------
* Represents less than 1% of outstanding shares of Common Stock.
(1) For the purposes of this Proxy Statement, beneficial ownership is defined
in accordance with the rules of the Securities and Exchange Commission
(the "Commission") and generally means the power to vote and/or to dispose
of the securities regardless of any economic interest therein.
(2) As of March 29, 2002, there were 165,644 shares of Preferred Stock
outstanding of which 150,000 shares, or 90.6%, were owned by Barry Blank
(Box 32056, Phoenix, AZ 85064) as reported on his Schedule 13D filed with
the Commission on June 6, 1994. Upon conversion of the 150,000 shares of
Preferred Stock owned by Mr. Blank into an aggregate of 122,985 shares of
Common Stock, he would own 4% of the Company's outstanding Common Stock.
(3) Represents securities reported to the Company by Dimensional Fund
Advisors, Inc. as being owned by advisory clients of Dimensional Fund
Advisors, Inc., no one of which, to the knowledge of Dimensional Fund
Advisors, Inc. owns more than 5% of the Company's Common Stock.
Dimensional Fund Advisors, Inc. disclaims beneficial ownership of all such
securities.
(4) Includes 451,675 shares held by accounts managed by Gruber and McBaine
Capital Management, L.L.C. (the "LLC"), for which the LLC has voting and
dispositive power pursuant to various investment management agreements,
and 44,225 and 31,700 shares held by Jon D. Gruber and J. Patterson
McBaine, respectively. Mr. Gruber and Mr. McBaine are managers of the LLC
and Thomas O. Lloyd-Butler and Eric B. Swergold are members of the LLC.
(5) Includes (or consists of) currently exercisable options, including options
exercisable within sixty days of March 29, 2002, to purchase Common Stock
as follows: Gerardo Canet -- 180,377; Peter Cucchiara -- 13,601; Jay
Higham -- 32,250; John Hlywak -- 27,875; Donald S. Wood -- 35,838; Michael
Levy -- 18,000; Sarason Liebler -- 32,500; Aaron Lifchez -- 18,000; Wayne
R. Moon -- 2,500; Lawrence Stuesser -- 22,500; and Elizabeth Tallett --
16,032; and currently exercisable warrants to purchase Common Stock as
follows: Michael Levy -- 3,750; Aaron Lifchez -- 3,750.
-3-
PROPOSAL 1
ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR
At the meeting, seven directors will be elected by the stockholders to
serve until the next Annual Meeting of Stockholders or until their successors
are elected and shall qualify. Each of the nominees is currently a director of
the Company. Management recommends that the persons named below be elected as
directors of the Company and it is intended that the accompanying Proxy will be
voted for the election as directors of the seven persons named below, unless the
Proxy contains contrary instructions. The Company has no reason to believe that
any of the nominees will not be a candidate or will be unable to serve. However,
in the event that any nominee should become unable or unwilling to serve as a
director, the persons named in the Proxy have advised that they will vote for
the election of such person or persons as shall be designated by the Board.
The Board of Directors proposes the election of the following directors
of the Company for a term of one year. The following sets forth the names and
ages of the seven nominees for election to the Board of Directors, their
respective principal occupations or employments during the past five years and
the period during which each has served as a director of the Company.
GERARDO CANET (56) became President, Chief Executive Officer and a
director of the Company effective February 14, 1994 and served as the Chairman
of the Board from April 19, 1994 to March 7, 2000. For approximately five years
prior to joining the Company, Mr. Canet held various executive management
positions with Curative Health Services, Inc., the last of which was as
Executive Vice President and President of its Wound Care Business Unit. Mr.
Canet has been a director of Dendreon Corporation since December 1996. Mr. Canet
earned an M.B.A. from Suffolk University and a B.A. in Economics from Tufts
University.
MICHAEL J. LEVY, M.D. (42) became a director of the Company in March
1998 and Vice Chairman of the Board effective March 8, 2000. Since 1991, Dr.
Levy, a board certified reproductive endocrinologist, has been a shareholder and
medical director of Shady Grove Fertility Reproductive Science Center, P.C., a
physician group practice that became a Company Reproductive Science Center(R)in
March 1998. Dr. Levy graduated from the University of Cape Town Medical School.
SARASON D. LIEBLER (65) became a director of the Company in August
1994. Mr. Liebler is President of SDL Consultants, a privately-owned consulting
firm engaged in rendering general business advice. During the past 20 years, Mr.
Liebler was a director and/or officer of a number of companies in the fields of
home health care, clinical diagnostics, high density optical storage and
sporting goods. Mr. Liebler is a graduate of the United States Naval Academy
with a B.S. in Engineering.
AARON S. LIFCHEZ, M.D. (59) became a director of the Company in August
1997 and Chairman of the Board effective March 8, 2000. Since 1996, Dr. Lifchez,
a reproductive endocrinologist, has been a shareholder and president of
Fertility Centers of Illinois, S.C., a physician group practice that became a
Company Reproductive Science Center in August 1997. Dr. Lifchez has maintained a
medical practice in the Chicago area for more than the past five years. Dr.
Lifchez graduated from the University of Chicago Medical School.
WAYNE MOON (62) became a director of the Company in May 2001. Mr. Moon
joined Kaiser Foundation Health Plan, Inc. in 1970 and was subsequently elected
President, COO and Director. In September 1993, Mr. Moon was appointed President
and CEO of Blue Shield of California and a member of its Board of Directors and
later Chairman. Mr. Moon retired in January 2000 and now serves on numerous
professional, civic and corporate boards, including the San Francisco Bay Area
Council of the Boy Scouts, Varian, Inc., ClearBenefits, Inc., Healinx, Inc.,
Oratec Interventions, Inc., and California State Automobile Association. Mr.
Moon earned a B.B.A. and a Masters in Hospital Administration from the
University of Michigan.
LAWRENCE J. STUESSER (60) became a director of the Company in April
1994. Since June 1999, Mr. Stuesser has been a private investor. From June 1996
to May, 1999, Mr. Stuesser was the President and Chief Executive Officer and a
director of Computer People Inc., the U.S. subsidiary of London-based Delphi
Group plc., of which Mr. Stuesser was also a director. From July 1993 to May
1996, he was a private investor and business consultant. Mr. Stuesser was a
director of Curative Health Services, Inc. from July 1993 to May 2000. Mr.
Stuesser has been a director of American Retirement Corporation since May 1997.
Mr. Stuesser holds a B.B.A. in accounting from St. Mary's University.
-4-
ELIZABETH E. TALLETT (53) became a director of the Company in June
1998. Since 1996, Ms. Tallett has held the positions of President and Chief
Executive Officer of Dioscor, Inc., a biopharmaceutical company. In 1992 she
co-founded Transcell Technologies, Inc., a carbohydrate-based pharmaceutical
company, where she served as President and Chief Executive Officer until 1996.
Ms. Tallett is a director of The Principal Financial Group, Inc., Varian
Semiconductor Associates, Inc., Varian, Inc., and Coventry Health Care, Inc. She
is a founding board member of the Biotechnology Council of New Jersey. Ms.
Tallett graduated from Nottingham University with degrees in mathematics and
economics.
The Board of Directors recommends a vote "FOR" each nominee listed
above, and the persons named in the accompanying Proxy will vote in accordance
with the choice specified thereon, or, if no choice is properly indicated, in
favor of the nominees listed above.
Directors are elected by the Company's stockholders at each annual
meeting or, in the case of a vacancy, are appointed by the directors then in
office, to serve until the next annual meeting of stockholders or until their
successors are elected and qualified. Officers are appointed by and serve at the
discretion of the Board of Directors.
The Board of Directors held five meetings, and took action by written
consent once during the fiscal year ended December 31, 2001. Each director
attended at least 75% of the aggregate of all meetings of (i) the Board of
Directors and (ii) the committees thereof on which each director served during
the fiscal year ended December 31, 2001.
The Company has not yet established a policy with respect to the
consideration of stockholder nominees to the Board of Directors.
EXECUTIVE COMMITTEE
The Executive Committee consists of Messrs. Canet and Liebler, and Drs.
Levy and Lifchez. The Executive Committee, which is authorized by the Board of
Directors to act for the Board in intervals between Board meetings, with the
exception of certain matters that by law may not be delegated, and to work with
management concerning the Company's long-range corporate strategies, met two
times during the fiscal year ended December 31, 2001.
AUDIT COMMITTEE
The Audit Committee consisted of Messrs. Moon and Stuesser, and Ms.
Tallett for the fiscal year ended December 31, 2001. Each person met the
independence standards of The National Association of Securities Dealers, Inc.
The Board of Directors has adopted a written charter for the Audit Committee, a
copy of which is appended to this Proxy Statement as Appendix A. The Audit
Committee held three meetings during the fiscal year ended December 31, 2001.
The Audit Committee is authorized by the Board of Directors to review, with the
Company's independent accountants, the annual financial statements of the
Company; to review the work of, and approve non-audit services performed by,
such independent accountants; and to make annual recommendations to the Board
for the appointment of independent public accountants for the ensuing year. The
Audit Committee also reviews the effectiveness of the financial and accounting
functions, organization, operations and management of the Company.
COMPENSATION COMMITTEE
The Compensation Committee consisted of Messrs. Moon and Stuesser, and
Ms. Tallett for the fiscal year ended December 31, 2001. The Compensation
Committee held four meetings during the fiscal year ended December 31, 2001. The
Compensation Committee reviews and recommends to the Board of Directors the
compensation and benefits of all officers of the Company, reviews general policy
matters relating to compensation and benefits of employees of the Company,
administers the issuance of stock options to the Company's officers, employees
and consultants and also has authority to grant options to directors who are not
employees of the Company.
-5-
DIRECTOR COMPENSATION
In 2001, in addition to stock option compensation discussed below,
non-employee, non-affiliated directors of the Company received an annual
retainer of $10,000, a fee of $750 for each meeting of the Board attended,
$2,500 per year for membership on each committee of the Board other than the
Executive Committee, and were reimbursed for expenses actually incurred in
attending meetings. Additionally, directors were granted 1,500 shares of Common
Stock, with a market value of $7,425 based on the closing price per share of the
Company's Common Stock the day of the grant, as part compensation for services
rendered. The non-management members of the Executive Committee are paid $36,000
annually for serving on the Executive Committee, which meets between regular
Board meetings. Directors who are also executive officers are not compensated
for their services as directors.
In November 1994, the Board of Directors approved the granting of
Non-Incentive Options to Non-Employee Directors under the 1992 Incentive and
Non-Incentive Stock Option Plan (the "1992 Plan"). In May 2000, the shareholders
authorized the granting of options to directors under the Company's 2000
Long-Term Compensation Plan. Each Non-Employee Director, upon initial election
to the Board of Directors, is granted an option to purchase 5,000 shares of
Common Stock ("Initial Option") at an exercise price equal to the closing price
of the Common Stock on the date immediately preceding election to the Board. Of
the shares subject to the Initial Option, 25% become exercisable one year from
the grant; thereafter the shares become exercisable every three months at the
rate of 6.25% of the total number of shares subject to the option. Annually,
upon re-election, Non-Employee Directors are granted an option to purchase 5,000
shares of Common Stock ("Re-election Option") at a price equal to the closing
price of the Common Stock on the date of re-election. Of the shares subject to
the Re-election Option, 50% vest one year from the date of grant and the balance
vests two years from the date of grant. Additionally, each Non-Employee Director
is granted 1,500 shares of the Company's Common Stock upon initial appointment
to the Board and annually, upon re-election to the Board.
Drs. Levy and Lifchez, and Mr. Liebler were paid $36,000, respectively,
for their services as members of the Executive Committee during the fiscal year
ended December 31, 2001.
SDL Consultants, a company owned by Sarason D. Liebler, who became a
director of the Company in August 1994, rendered consulting services to the
Company for aggregate fees of approximately $46,250, $101,000 and $78,000 during
2001, 2000 and 1999, respectively.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
The following sets forth the business experience of executive officers
who are not also directors of the Company.
PETER CUCCHIARA joined the Company in 1995 as director of information
systems and was promoted to Vice President, Information Systems in March 1999.
Prior to joining the Company, Mr. Cucchiara led various information technology
efforts and initiatives for The Hospital for Special Surgery and the Franciscan
Sisters Health Care System, and has over 15 years experience in medical
information systems and informatics. Mr. Cucchiara was awarded a B.S. degree in
Industrial Administration from the New Jersey Institute of Technology.
JAY HIGHAM became Vice President of Marketing and Development of the
Company in October 1994. In January 1999, Mr. Higham was promoted to Senior Vice
President of Marketing and Development. For four years prior to joining the
Company, Mr. Higham held a variety of executive positions, the most current of
which was as Vice President of Health Systems Development for South Shore
Hospital and South Shore Health and Education Corporation where he developed and
implemented a strategy for integration with physician group practices and
managed care payors. Mr. Higham earned an M.H.S.A. from George Washington
University.
JOHN W. HLYWAK, JR. joined the Company in July 1999 as its Senior Vice
President and Chief Financial Officer. From 1997 to 1999 he was the Senior Vice
President and Chief Financial Officer of MedSource, Inc., a Tennessee-based
health care billing and receivables management company. From 1995 to 1997 he was
a Principal with The J. William Group, Inc., a merger and acquisition advisory
firm. Prior to 1995 Mr. Hlywak was a partner in Arthur Andersen & Co., a
worldwide accounting and consulting firm. Mr. Hlywak is a C.P.A. and has a B.S.
degree in Accounting from Widener University.
-6-
CLAUDE E. WHITE joined the Company in March 1995 as General Counsel and
Assistant Secretary. In January 1998, Mr. White became Corporate Secretary, in
addition to General Counsel. Mr. White has served as General Counsel of several
major companies over the past 10 years, including Burns International Security
Services, Inc., Staff Builders, Inc. and Quality Care, Inc. Mr. White received
his B.A. degree in Political Science from Rutgers College and J.D. degree from
Rutgers School of Law.
DONALD S. WOOD, PH.D. joined the Company in April 1991 as its Vice
President of Genetics. Dr. Wood became Vice President of Science and Technology
in 1993, was promoted President and Chief Operating Officer of the Reproductive
Science Center Division in 1997 and was promoted to Senior Vice President and
Chief Operating Officer in January 1999. From 1989 through March 1991, Dr. Wood
was the Executive Vice President and Chief Scientific Officer of Odyssey
Biomedical Corp., a genetic testing company, which he co-founded, and which was
acquired by IG Labs, Inc. in December 1990. Dr. Wood received a Ph.D. in
Physiology from Washington State University and completed a post-doctoral
fellowship in neurology at the Columbia/Presbyterian Medical Center in New York,
where he subsequently was appointed an Assistant Professor of Neurology.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid or
accrued by the Company during the years ended December 31, 2001, 2000 and 1999
for the Company's Chief Executive Officer and for the four most highly
compensated executive officers (the "Named Executive Officers").
Long Term Compensation
Securities
Restricted Underlying
Annual Compensation Stock Options
Name and Principal Position Year Salary($) Bonus($) Award(s)($) Granted (#)
--------------------------- ---- --------- -------- ----------- -----------
Gerardo Canet 2001 250,000 129,000 92,812 16,000
President and 2000 234,082 86,040 76,560 20,000
Chief Executive Officer 1999 243,114 76,050 -- 50,000
Peter Cucchiara 2001 125,000 24,751 -- 5,500
Vice President, 2000 108,405 21,476 -- 7,500
Information Systems 1999 98,963 9,025 -- 8,125
Jay Higham 2001 160,000 48,640 39,600 9,000
Sr. Vice President, Marketing 2000 133,729 37,665 30,305 20,000
and Development 1999 125,666 19,760 -- --
John W. Hlywak, Jr. 2001 190,000 65,358 47,025 9,000
Sr. Vice President and 2000 177,172 52,598 38,599 10,000
Chief Financial Officer (1) 1999 76,011 12,500 -- 30,000
Donald S. Wood, Ph.D. 2001 178,000 57,672 44,055 9,000
Sr. Vice President and 2000 160,171 65,794 43,863 10,000
Chief Operating Officer 1999 157,108 37,200 -- 15,000
(1) Mr. Hlywak joined the Company in July 1999.
-7-
The following table sets forth certain information with respect to
individual grants of stock options made by the Company during fiscal 2001 to
the Named Executive Officers.
OPTIONS GRANTED IN 2001
% of
Number of Total Potential Realizable
Securities Options Value at Assumed Annual Rates
Underlying Granted to of Stock Price Appreciation
Options Employees Exercise Expiration for Option Term (1)
Name Granted (#) In 2001 Price ($) Date 5% ($) 10% ($)
--------------------------- ------------- ------------- ---------- -------------- -------------------------------
Gerardo Canet 16,000 8.3% $4.95 05/22/11 49,808 126,224
Peter Cucchiara 5,500 2.9% $4.95 05/22/11 17,122 43,390
Jay Higham 9,000 4.7% $4.95 05/22/11 28,017 71,001
John W. Hlywak, Jr. 9,000 4.7% $4.95 05/22/11 28,017 71,001
$4.95
Donald S. Wood, Ph.D. 9,000 4.7% 05/22/11 28,017 71,001
-----------------------------
(1) Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed annual rate of stock
appreciation for the option term. The assumed 5% and 10% annual rates of
appreciation (compounded annually) over the term of the option are set
forth in accordance with the rules and regulations adopted by the
Commission and do not represent the Company's estimate of stock price
appreciation.
The following table sets forth certain information concerning Named
Executive Officers who exercised options during 2001 and who held unexercised
options at December 31, 2001:
AGGREGATED OPTION EXERCISES IN 2001 AND
OPTION VALUES AT DECEMBER 31, 2001
Number of
Shares Securities Underlying Value of Unexercised
Acquired Unexercised In-the-Money
On Value Options at Options at
Exercise Realized December 31, 2001 December 31, 2001($) (1)
----------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------- ----------- ---------- ------------ -------------- ----------- -------------
Gerardo Canet -- -- 170,752 44,125 374,641 107,625
Peter Cucchiara -- -- 10,272 12,728 21,358 24,974
Jay Higham -- -- 27,500 21,500 64,175 48,875
John W. Hlywak, Jr. -- -- 20,625 28,375 39,975 52,375
Donald S. Wood, Ph.D. 11,001 21,051.15 31,010 20,328 71,138 45,875
(1) Based upon the closing sales price of the Common Stock on The Nasdaq
National Market(R)on December 31, 2001 of $6.20 per share.
-8-
The following table sets forth information about the Company's Common
Stock authorized for issuance under the Company's Equity Compensation Plans as
of December 31, 2001.
EQUITY COMPENSATION PLAN INFORMATION
(a) (b) (c)
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
Plan Category warrants and rights warrants and rights column (a)
------------- ----------------------- ------------------- ------------------------
1992 Incentive and
Non-Incentive Stock Option 358,296 $4.03 108,737
Plan
2000 Long Term
Compensation Plan 397,500 $3.83 194,750
Warrants to Purchase
Common Stock 33,750 $4.12 0
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
On February 14, 1994, Gerardo Canet entered into an employment
agreement with the Company to serve as its President and Chief Executive Officer
and was appointed as a director. Pursuant to the employment agreement, Mr. Canet
receives an annual salary of $215,000 subject to increases. Under Mr. Canet's
employment agreement, the Company may terminate his employment without cause on
thirty days' notice, in which event Mr. Canet will receive, as severance pay,
twelve months' salary payable monthly. In the event Mr. Canet's employment is
terminated by reason of his permanent disability or death, Mr. Canet (or his
legal representative) will receive six months' base salary (reduced by any
payments following termination received under any long-term disability policy
maintained by the Company for Mr. Canet's benefit).
The employment agreement further provides that in the event that (i)
within one year after a "Change of Control" (as defined therein) of the Company,
Mr. Canet's employment terminates or there occurs a material reduction in his
duties (other than by reason of his disability) or a material interference by
the Company's Board of Directors with the exercise of his authority, or (ii) the
Company is acquired for cash in excess of $10.00 per share of Common Stock, the
stock options granted to Mr. Canet under the agreement would accelerate and
become exercisable as of the date of such termination, material reduction,
material interference, or cash acquisition, or, with respect to the incentive
stock options, the earliest date thereafter consistent with certain restrictions
set forth in the agreement.
Under the employment agreement, Mr. Canet has agreed not to compete
with the Company while employed by the Company and for a period of one year
thereafter.
--------------
The Company is also a party to a Change in Control Severance Agreement
with Mr. Canet entered into in August 1994.
The Company is also party to Executive Retention Agreements with each
of Messrs. Higham and Wood (Sr. Vice Presidents) entered into in March 1995, and
with Messrs. Cucchiara, (Vice President, Information Systems), Hlywak (Sr. Vice
President) and White (General Counsel and Secretary), entered into in July and
August, 1999.
-9-
The Change in Control Severance Agreements and the Executive Retention
Agreements (together referred to herein as the "Agreements") provide for certain
severance payments and benefits to the named executives in the event of a
termination of their employment, either by the Company without cause, or by the
executive for "Good Reason" (as defined below), at any time within eighteen (18)
months following a "Change in Control" (as defined below) of the Company (any
such termination, a "Qualifying Termination"). More specifically, the Agreements
provide the named executives with one additional year of salary, bonus (if
applicable), and benefits (or equivalent), more than he or she would previously
have been entitled to receive upon a termination without cause (or,
additionally, in the case of Mr. Canet, certain terminations by Mr. Canet for
Good Reason which would be deemed equivalent to a termination without cause
under his current employment agreement). Accordingly, pursuant to the
Agreements, in the event of a Qualifying Termination, Mr. Canet's severance has
been increased to two years (from the one year severance provision which was
contained in his employment agreement with the Company) and the named Executive
will be paid one year's severance. Pursuant to the terms of the Agreements, all
incentive options granted to the respective executive would become fully vested
upon a Qualifying Termination, subject to certain terms and conditions. Also,
pursuant to the Agreements, the Company would be required to pay each respective
executive for all reasonable fees and expenses incurred by the respective
executive in litigating his or her rights, thereunder, to the extent the
executive is successful in any such litigation.
"Change in Control" under the Agreements means either: (i) any one or
more changes in the aggregate composition of the Company's Board of Directors as
a result of which Mr. Canet and the other individuals constituting the Board of
Directors as of July 26, 1994 (the "Incumbent Board"), cease to constitute a
majority of the Board of Directors, provided, however, that any individual
elected to the Board by, or nominated for election by, a majority of the
then-current Incumbent Board (except if such person assumes office by reason of
an actual or threatened election contest) is deemed to be a member of the
then-current Incumbent Board; or (ii) the closing of the cash acquisition in the
event the Company is acquired for cash in excess of $10.00 per share of Common
Stock, except in either case (i) or (ii) if the executive is or was a member of
the Board and approved such event in writing or by vote at a meeting of the
Board.
"Good Reason" under the Agreements consists of any of the following
grounds based on which the named executive terminates his or her own employment
within eighteen (18) months following a Change in Control of the Company: (i) a
material reduction in the Executive's duties, title(s) or offices, or a material
interference with his or her authority or status by the Board of Directors; (ii)
a relocation of the Company's principal executive offices to a location at least
fifty (50) miles from the Company's current offices in Purchase, New York; (iii)
in the case of Mr. Canet, a material breach of or default by the Company under
his employment agreement; (iv) in the case of any of the Vice Presidents, in the
event Mr. Canet's employment as President and Chief Executive Officer of the
Company is terminated (other than due to the death or permanent disability of
Mr. Canet) within the eighteen (18) month period following a Change in Control
by either the Company (other than for cause) or Mr. Canet for Good Reason; (v)
if the executive's total salary and cash bonus opportunities for a fiscal year
(which includes any portion of the eighteen-month period following a Change in
Control) are less than 90% of the total salary and cash bonus compensation
opportunities made available to the executive in the then most recently
completed fiscal year; (vi) the failure of the Company to continue in effect any
material benefits or perquisites or insurance plans in which the executive was
participating unless substituted for with substantially similar benefits, or in
the event the Company takes actions which would adversely affect the executive's
participation in, or materially reduce the executive's benefits under, such
plans, or deprive the executive of a material fringe benefit; (vii) the Company
(either in one transaction or a series of related transactions) sells or
otherwise disposes of, not in the ordinary course of business, assets or earning
power aggregating more than 30% of the assets or earning power of the Company
(or the Company and its subsidiaries), unless the executive is or was a member
of the Board and approved any of the foregoing either in writing or by vote at a
meeting of the Board; (viii) a material breach of or default by the Company
under the Agreements which is not cured by the Company within thirty (30) days
after its receipt or prior written notice thereof from the executive; or (ix) a
purported termination for cause by the Company of the executive's employment
within the eighteen (18) month period following a Change in Control which is not
effected in compliance with certain procedural requirements (such as notice and
an opportunity for the executive to be heard, together with his counsel, before
the Board).
In the event either of Messrs. Cucchiara, Higham, Hlywak, White or Wood
is terminated without cause under circumstances outside a "Change in Control,"
each person would be paid ninety (90) days salary continuation.
-10-
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires the Company's executive officers, directors and
persons who beneficially own more than 10% of a registered class of the
Company's equity securities to file with the Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such executive officers, directors, and greater than
10% beneficial owners are required by Commission regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the required filings applicable to the Company's executive
officers, and greater than 10% beneficial owners were made on a timely basis for
the year ended December 31, 2001.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 2001 the members of the
Compensation Committee were Messrs. Stuesser (Chairman) and Moon, and Ms.
Tallett. Mr. Stuesser and Ms. Tallett served for the full year and Mr. Moon was
appointed to these committees on May 22, 2001 when he joined the Board of
Directors. None of these individuals has ever been an employee of the Company or
any of its subsidiaries. During the fiscal year ended December 31, 2001, no
executive officer of the Company served on the Compensation Committee or Board
of Directors of any other entity, which had any executive officer who also
served on the Compensation Committee or Board of Directors of the Company.
For the fiscal year ended December 31, 2001, each of Messrs. Liebler
and Stuesser, and Ms. Tallett was paid $10,000 and Mr. Moon was paid $5,000 as
an annual retainer fee. Each of Messrs. Liebler and Stuesser and Ms. Tallett was
paid $3,750 in Board attendance fees, while Mr. Moon was paid $2,250 in Board
attendance fees. Mr. Stuesser and Ms. Tallett were paid $3,750 and Mr. Moon was
paid $2,500 in connection with their respective participation on the Audit and
Compensation Committees.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION1
The goal of the Company's executive compensation policy is to ensure
that an appropriate relationship exists between executive compensation and the
creation of stockholder value, while at the same time attracting, motivating and
retaining senior management. The Compensation Committee's informal executive
compensation philosophy (which applies generally to all Company management,
including the President and Chief Executive Officer, Gerardo Canet) considers a
number of factors, which may include:
o rewarding eligible employees who have achieved specific business and
financial success during the fiscal year;
o giving eligible employees the incentive to strive for higher
productivity, efficiency and quality of service; and
o encouraging the "best" people to join and stay with the Company.
Compensation structures for senior management generally include a
combination of salary, bonuses stock options and restricted stock grants.
Specific executive officer base salary is determined based on a range of
measures and by comparison to the compensation of executive officers of
comparable companies. For the fiscal year ended December 31, 2001, the bonuses
of senior management were derived in accordance with a predetermined percent of
base salary. The actual bonuses were based on three components. The first
component was based on the Company's performance during the fiscal year ended
December 31, 2001 versus the 2001 budget. The second component was based on the
achievement of specific milestones and the third component was based on
achieving individual performance objectives. The Compensation Committee also
endorses the position that equity ownership by senior management is beneficial
in aligning their interest with those of stockholders', especially in the
enhancement of stockholder value. The Compensation Committee considers the
Company's performance under these measures and uses its subjective judgment and
discretion in approving individual compensation, including restrictive stock
grants. Mr. Canet's base salary is established pursuant to an employment
agreement, although his bonus is determined in the same fashion as other
executive officers.
Lawrence J. Stuesser (Chairman)
Wayne R. Moon
Elizabeth E. Tallett
- ---------------------------------
1 The material in this report is not soliciting material, is not deemed filed
with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1993,
whether made before or after the date of this Proxy Statement and
irrespective of any general incorporation language in such filing.
-11-
AUDIT COMMITTEE REPORT2
The Audit Committee reviewed and discussed the audited financial
statements for the fiscal year ended 2001 with appropriate Company management.
Additionally, the Audit Committee has discussed with PricewaterhouseCoopers, the
Company's independent auditors, the matters required to be discussed by SAS 61.
The Audit Committee has received the written disclosures and the letter
from the PricewaterhouseCoopers required by Independence Standards Board
Standard No. 1 and has discussed with said auditors their independence. Because
PricewaterhouseCoopers did not perform any non-audit services for the Audit
Committee, the Company did not have to consider whether any non-audit services
were compatible with maintaining said auditors' independence.
Based on the review of the audited financial statements, discussions
with appropriate Company management and PricewaterhouseCoopers, the Audit
Committee, in accordance with its charter, recommended that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.
Elizabeth E. Tallet (Chairperson)
Wayne R. Moon
Lawrence J. Stuesser
- -----------------------------
2 The material in this report is not soliciting material, is not deemed filed
with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933,
whether made before or after the date of this Proxy Statement and
irrespective of any general incorporation language in such filing.
-12-
Performance Graph3
[OBJECT OMITTED]
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
IntegraMed America, Inc. 100.00 111.54 79.81 51.92 28.85 95.38
NASDAQ Stock Market (U.S.) 100.00 122.48 172.68 320.89 193.01 153.15
NASDAQ Health Services Index 100.00 102.60 86.98 69.96 96.04 103.82
Old Peer Group 100.00 106.51 39.51 18.68 39.91 48.76
The above graph compares the five-year cumulative total return for
IntegraMed America, Inc.'s Common Stock with the comparable cumulative return of
The NASDAQ Stock Market(R) (U.S.), NASDAQ Health Services Index and an old peer
group index. The comparisons in the graph are based upon historical data and are
not indicative of, nor intended to forecast, future performance of the Company's
Common Stock. The old peer group index includes Caremark RX, Inc., Innovative
Clinical Solutions, Pediatrix Medical Group, PhyAmerica Physician Group, Inc.,
Phycor, Inc., and US Oncology, Inc. The Company had selected these companies for
the peer group based on the nature of such companies' businesses. Commencing
December 31, 2001, the Company has selected the NASDAQ Health Services Index
instead of the old peer group for comparison based on the NASDAQ Health Services
Index having a broader range of companies for such comparison.
The graph assumes $100 was invested on December 31, 1996 in IntegraMed
America, Inc.'s Common Stock and $100 was invested at that same time in each of
The NASDAQ Stock Market (U.S.), NASDAQ Health Services and the old peer group
indexes. The comparison assumes that all dividends were reinvested. Measurement
points are at the last trading day of the years ended December 31, 1996, 1997,
1998, 1999, 2000 and 2001.
- --------------------------
3 The material in this chart is not soliciting material, is not deemed filed
with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1993,
whether made before or after the date of this Proxy Statement and
irrespective of any general incorporation language in such filing.
-13-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is a party to a management agreement with Fertility Centers
of Illinois, S.C. ("FCI") of which Dr. Lifchez, a Director and Chairman of the
Board of the Company, is a principal stockholder and officer. During the fiscal
year ended December 31, 2001, FCI paid approximately $3,272,520 in management
fees to the Company pursuant to such management agreement
The Company is a party to a management agreement with Shady Grove
Fertility Centers, P.C. ("Shady Grove") of which Dr. Levy, a Director and Vice
Chairman of the Board of the Company, is a principal stockholder and officer.
During the fiscal year ended December 31, 2001, Shady Grove paid approximately
$2,364,615 in management fees to the Company pursuant to such management
agreement.
The Company has maintained a consulting arrangement with SDL
Consultants, a privately-owned consulting firm engaged in rendering general
business advice, of which Mr. Liebler is President. During the fiscal year ended
December 31, 2001, the Company paid SDL Consultants approximately $46,250 in
consulting fees, which were primarily related to services rendered to the
Company in assisting with the recruitment of several senior management persons
and included reimbursement for expenses.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company engaged the independent public accounting firm of
PricewaterhouseCoopers LLP to audit the Company's financial statements for the
fiscal year ended December 31, 2001 and has selected such firm to audit the
Company's financial statements for the Company's fiscal year ending December 31,
2002. A representative from PricewaterhouseCoopers is expected to be present at
the 2002 Annual Meeting with the opportunity to make a statement if desired. The
PricewaterhouseCoopers representative is also expected to be available to
respond to appropriate questions.
Audit Fees
Fees for professional services rendered for the audit of the Company's
annual financial statements and the review of the financial statements included
in the Company's Forms 10-Q for its fiscal year ended December 31, 2001 were
approximately $105,000 ("2001 Audit Fees"), of which an aggregate amount of
$30,000 was billed through December 31, 2001.
Financial Information Systems and Implementation Fees, and All Other Fees
Other than the 2001 Audit Fees, there were no other fees billed to the
Company by PricewaterhouseCoopers during the year ended December 31, 2001.
-14-
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Under the Commission's proxy rules, shareholder proposals that meet
certain conditions may be included in IntegraMed America, Inc.'s proxy statement
and form of proxy for a particular annual meeting. Shareholders that intend to
present a proposal at IntegraMed America, Inc.'s 2003 Annual Meeting must give
notice of the proposal to IntegraMed America, Inc. no later than December 20,
2002 to be considered for inclusion in the proxy statement and form of proxy
relating to that meeting. Shareholders that intend to present a proposal at the
2003 Annual Meeting that will not be included in the proxy statement and form of
proxy must give notice of the proposal to IntegraMed America, Inc. no fewer than
90 days and no more than 120 days prior to the date of the 2003 Annual Meeting.
Receipt by IntegraMed America, Inc. of any such proposal from a qualified
shareholder in a timely manner will not guarantee its inclusion in IntegraMed
America, Inc.'s proxy materials or its presentation at the 2003 Annual Meeting
because there are other requirements in the proxy rules.
Pursuant to Rule 14a-4 under the Securities Exchange Act of 1934, as
amended, IntegraMed America, Inc. intends to retain discretionary authority to
vote proxies with respect to shareholder proposals for which the proponent does
not seek inclusion of the proposed matter in IntegraMed America, Inc.'s proxy
statement for our 2003 Annual Meeting, except in circumstances where (i)
IntegraMed America, Inc. receives notice of the proposed matter no earlier than
January 20, 2003 and no later than February 19, 2003, and (ii) the proponent
complies with the other requirements set forth in Rule 14a-4.
GENERAL
The management of the Company does not know of any matters other than
those stated in this Proxy Statement, which are to be presented for action at
the meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them. The Company will bear the cost of preparing,
printing, assembling and mailing the Proxy, Proxy Statement and other material
which may be sent to stockholders in connection with this solicitation. It is
contemplated that brokerage houses will forward the proxy materials to
beneficial owners at the request of the Company. In addition to the solicitation
of proxies by use of the mails, officers and regular employees of the Company
may solicit by telephone proxies without additional compensation. The Company
does not expect to pay any compensation for the solicitation of proxies.
The Company will provide without charge to each person being solicited
by this Proxy Statement, on the written request of any such person, a copy of
the Annual Report of the Company on Form 10-K for the fiscal year ended December
31, 2001 (as filed with the Commission) including the financial statements
thereto. All such requests should be directed to Mr. John W. Hlywak, Jr., Senior
Vice President and Chief Financial Officer of IntegraMed America, Inc., One
Manhattanville Road, Purchase, New York 10577.
By Order of the Board of Directors,
Aaron S. Lifchez, M.D.
Chairman of the Board
Dated: April 24, 2002
-15-
Appendix A
INTEGRAMED AMERICA, INC.
AUDIT COMMITTEE CHARTER
As Amended March 7, 2000
The Audit Committee is a committee of the Board of Directors. Its
primary function is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the annual financial information which will be
provided to the shareholders and others, the systems of internal controls which
management and the Board of Directors have established, and the audit process.
The membership of the audit committee shall consist of at least three
independent members of the Board of Directors who shall serve at the pleasure of
the Board of Directors. Audit Committee members and the Committee chairman shall
be designated by the full Board of Directors.
The duties and responsibilities of a member of the Audit Committee are
in addition to those duties set out for a member of the Board of Directors. In
meeting its responsibilities, the Audit Committee is expected to:
1. Provide an open avenue of communication between the Company's
financial department, the independent accountants and the Board of
Directors.
2. Recommend to the Board of Directors the independent accountants to
be nominated, approve the compensation of the independent
accountants, and review and approve the discharge of the
independent accountants.
3. Inquire of management and the independent accountants about
significant risks or exposures and assess the steps management has
taken to minimize such risk to the Company.
4. Consider with management and the independent accountants the
rationale for employing audit firms other than the principal
independent accountants.
5. Consider, in consultation with the independent accountants and
management, the audit scope and the plan of the audit.
6. Review with the independent accountants the coordination of audit
effort to assure completeness of coverage, reduction of redundant
efforts, and the effective use of audit resources.
7. Consider and review with the independent accountants and the Chief
Financial Officer:
a. The adequacy of the Company's internal controls including
computerized information system controls and security.
b. Any related significant findings and recommendations of the
independent accountants and Company management.
8. Review with management and the independent accountants at the
completion of the annual examination:
a. The Company's annual financial statements and related
footnotes.
b. The independent accountants' audit of the financial
statements and their report thereon.
-1-
c. Any significant changes required in the independent
accountants' audit plan.
d. Any serious difficulties or disputes with management
encountered during the course of the audit.
e. Other matters related to the conduct of the audit which are
to be communicated to the Committee under generally accepted
auditing standards.
9. Consider and review with management and the Chief Financial
Officer:
a. Significant findings during the year and management's
responses hereto.
b. Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or
access to required information.
c. Any changes required in the planned scope of their audit
plan.
10. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets,
and consider the results of any review of these areas by the
independent accountants.
11. Review legal and regulatory matters related company compliance
policies, and programs and reports received from regulators.
12. Meet with management and the independent accountants in separate
executive sessions to discuss any matters that the Committee or
these persons believe should be discussed privately with the Audit
Committee.
13. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
14. The Audit Committee shall, subject to file Board of Director
approval, either on its own or upon request of management, conduct
its own investigation or cause the same, with respect any
challenge to or claim that the Company's business is being
conducted in breach of any contract to which the Company is a
party or in violation of any law or regulation affecting the
Company's operations.
15. The Audit Committee shall, subject to Board of Director approval,
have the power to conduct or authorize investigations into any
matters within the Committee's scope of responsibilities. The
Committee shall be empowered to retain independent counsel,
accountants, or others to assist it in the conduct of any
investigation.
16. The Committee shall meet at least two times per year or more
frequently as circumstances require. The Committee may ask members
of management or others to attend the meeting and provide
pertinent information as necessary.
-2-
Proxy
IntegraMed America, Inc.
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Gerardo Canet or Claude E. White as
proxy to represent the undersigned at the Annual Meeting of Stockholders to be
held at the Company's headquarters, One Manhattanville Road, Purchase, New York
10577 on May 21, 2002 at 10:00 a.m. and at any adjournments thereof, and to vote
the shares of Common Stock and/or Preferred Stock the undersigned would be
entitled to vote if personally present, as indicated on the reverse:
(To be Signed on Reverse Side)
[X] Please mark your votes as in this example
FOR all nominees WITHHOLD AUTHORITY
listed at right to vote for all
(except as indicated nominees listed at
to the contrary below right
1. ELECTION OF DIRECTORS [ ] [ ] NOMINEES: Gerardo Canet
Michael J. Levy, M.D.
(INSTRUCTIONS: To withhold Sarason D. Liebler
authority to vote for any nominee, Aaron S. Lifchez, M.D.
print that nominees name(s) on the Wayne R. Moon
on the line provided below) Lawrence J. Stuesser
Elizabeth E. Tallett
- -----------------------------------
In their discretion, proxies are authorized to vote upon such business
as may properly come before the meeting.
The shares of Common Stock and/or Preferred Stock represented by this proxy
will be voted as directed. If no contrary instruction is given, the shares of
Common Stock and/or Preferred Stock will be voted FOR the election of the
nominees.
Signature___________________ Date__________ Signature______________Date_________
Note: (Please date, sign as name appears above, and return promptly. If the
shares of Common Stock and/or Preferred Stock are registered in the
names of two or more persons, each should sign. When signing as
Corporate Officer, Partner, Executor, Administrator, Trustee or
Guardian, please give full title. Please note any changes in your
address alongside the address as it appears in the proxy.)