As filed with the Securities and Exchange Commission on September 20, 2012
Registration No. 333-161861
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
ACT OF 1933
IntegraMed America, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
Two Manhattanville Road
Purchase, New York
|IntegraMed America, Inc. 2007 Long-Term Compensation Plan|
(Full title of the plan)
Claude White, Esq.
Vice President and General Counsel
Two Manhattanville Road
Purchase, New York 10577
(Name and address of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer||¨||Accelerated filer||x|
|Non-accelerated filer||¨||Smaller reporting company||¨|
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (Registration No. 333-161861) filed with the Securities and Exchange Commission on September 11, 2009 (the “Registration Statement”) by IntegraMed America, Inc., a Delaware corporation (the “Registrant”), relating to 250,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), to be offered and sold pursuant to the IntegraMed America, Inc. 2007 Long-Term Compensation Plan.
On September 20, 2012, pursuant to an Agreement and Plan of Merger, dated as of June 10, 2012, by and among IntegraMed Holding Corp. (f/k/a SCP-325 Holding Corp.), a Delaware corporation (“Buyer”), SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Buyer.
In connection with the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of the Registrant’s Common Stock registered under the Registration Statement but not sold under the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, state of New York, on this 20th day of September, 2012.
INTEGRAMED AMERICA, INC.
By: /s/ Jay Higham
Name: Jay Higham
Title: Chief Executive Officer