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.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26625 36-4116193
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
(a)(i) On April 12, 2005, PricewaterhouseCoopers LLP ("PwC") notified the Audit
Committee of the Board of Directors of NovaMed, Inc. (the "Company") of its
decision to resign as the Company's independent registered public accounting
firm, effective immediately.
(ii) The reports of PwC on the Company's financial statements for the past two
fiscal years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) During the two most recent fiscal years and through April 12, 2005, there
have been no disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of PwC, would have
caused them to make reference thereto in its reports on the financial statements
for such years. During the two most recent fiscal years and through April 12,
2005, there were no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).
(iv) The Company has requested PwC to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements made by the Company in this Form 8-K. A copy of PwC's letter,
dated April 18, 2005, is filed as Exhibit 16.1 to this Form 8-K.
(b) On April 12, 2005, the Audit Committee of the Board of Directors approved
the appointment of BDO Seidman, LLP ("BDO") as the Company's independent
registered public accounting firm, effective immediately. During the two most
recent fiscal years and through April 12, 2005, the Company did not consult with
BDO regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Company's financial statements; and neither a written
report was provided to the Company nor oral advice was provided that BDO
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (iii)
any matter that was either the subject of a disagreement (as defined in Item
304(a) (1) (iv) of Regulation S-K) or a reportable event (as defined in Item
304(a) (1) (v) of Regulation S-K).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Title
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16.1 Letter from PwC to the Securities and
Exchange Commission dated April 18, 2005
regarding change in certifying accountant
99.1 Press release of NovaMed, Inc. dated April
18, 2005
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.
NovaMed, Inc.
Dated: April 18, 2005 By: /s/ Scott T. Macomber
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Scott T. Macomber
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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16.1 Letter from PwC to the Securities and Exchange Commission
dated April 18, 2005 regarding change in certifying accountant
99.1 Press release of NovaMed, Inc. dated April 18, 2005