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): April
12, 2005
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.) |
|
980
North Michigan Avenue, Suite 1620, Chicago, Illinois |
|
60611 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
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:
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[
] |
Written
communications pursuant to Rule 425 under the Securities
Act |
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act |
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act |
Section
8 - Other Events
Item
8.01 Other
Events.
On March
30, 2005, Stephen J. Winjum, President, Chief Executive Officer and Chairman of
the Board of NovaMed, Inc. (the “Company”), died from complications arising from
a heart attack he suffered on March 28, 2005. Following Mr. Winjum’s heart
attack, the Board of Directors of the Company on March 29, 2005 appointed Robert
J. Kelly, a member of the Board of Directors, to serve as the Presiding Director
of the Board of Directors. Mr. Kelly will serve as Presiding Director until the
Company names a replacement for Mr. Winjum. In his capacity as a director of the
Company, Mr. Kelly’s additional responsibilities as a Presiding Director will
include, among other things, general oversight of the Company’s senior
management team and generally serving in a capacity consistent with the role of
a non-executive chairman.
On April
12, 2005, the Board of Directors met to discuss the compensation for Mr. Kelly
for his additional responsibilities, time and service as Presiding Director. The
Board of Directors approved a monthly payment of $30,000 to be paid to Mr. Kelly
until the Company names a replacement for Mr. Winjum. In addition, the Board of
Directors granted
to Mr. Kelly options to acquire 100,000 shares of the Company’s common stock as
compensation for his role as Presiding Director. As with other option grants to
Board members, these options will vest monthly over a 48-month period so long as
Mr. Kelly remains a Board member.
The
information in this Form 8-K shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
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: April 18,
2005 |
By: |
/s/ Scott T.
Macomber |
| |
Scott T. Macomber |
| |
Executive Vice President and Chief
Financial Officer |