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): February
7, 2007
NOVAMED,
INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
0-26625
|
36-4116193
|
|
(State
or other jurisdiction of
|
(Commission
File
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
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.
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
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 (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
| Item 1.01 |
Entry into a Material
Definitive Agreement |
Effective
February 7, 2007, NovaMed, Inc. entered into a Sixth Amended and Restated Credit
Agreement with National City Bank, as agent and lender, LaSalle Bank National
Association, as documentation agent and lender, and Associated Bank, N.A.,
Charter One Bank, BMO Capital Markets Financing, Inc., The Northern Trust
Company and JPMorgan Chase Bank, National Association as the other participating
lenders. By amending our credit agreement, we increased the maximum commitment
available under the agreement from $80 million to $125 million, and extended
the
expiration date by approximately seven months to February 5, 2010. The amended
credit agreement also includes an option allowing us to increase the maximum
commitment available to $150 million under certain conditions. Maximum borrowing
availability and applicable interest rates under our credit agreement have
always been calculated based on a ratio of our total indebtedness to our
earnings before interest, taxes, depreciation and amortization (EBITDA), all
as
more fully defined in the agreement. The amended credit agreement provides
for
temporary increases in this ratio through September 30, 2008 for purposes of
calculating our maximum borrowing availability. Interest on borrowings under
the
agreement are payable at an annual rate equal to our lender's published base
rate plus the applicable borrowing margin ranging from 0% to 0.5% or LIBOR
plus
a range from 1.00% to 2.25%, varying depending upon our ratios and ability
to
meet other financial covenants. The credit agreement continues to contain
covenants that include limitations on indebtedness, liens, capital expenditures,
acquisitions, investments and share repurchases, as well as restrictions on
the
payment of dividends; however, certain of these limitations were changed to
provide us with greater flexibility.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Sixth Amended and Restated Credit
Agreement which is filed herewith as Exhibit 10.49 and is incorporated herein
by
reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit Number |
Title |
| |
|
| 10.49 |
Sixth Amended and Restated Credit Agreement
dated as of February 7, 2007, by and among NovaMed, Inc., National
City
Bank, as agent, and LaSalle National Bank Association, as documentation
agent. |
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:
February 13, 2007 |
By: |
/s/ Scott
T.
Macomber |
| |
Scott
T. Macomber |
| |
Executive
Vice
President and Chief Financial Officer |
EXHIBIT
INDEX
| Exhibit No. |
Exhibit |
| |
|
| 10.49 |
Sixth Amended and Restated Credit Agreement
dated as of February 7, 2007, by and among NovaMed, Inc., National
City
Bank, as agent, and LaSalle National Bank Association, as documentation
agent |