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):  May 20, 2009
 
NovaMed, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
  
0-26625
  
36-4116193
(State or Other Jurisdiction
of incorporation)
  
(Commission 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 
 
 
Section 5 – Corporate Governance and Management
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2009, the stockholders of NovaMed, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”) at the Company’s Annual Meeting of Stockholders.  The amendments to the 2005 Plan increase the number of shares of common stock reserved for issuance under the 2005 Plan by 1,000,000 shares, from the current 1,400,000 shares to a total of 2,400,000 shares. The foregoing description of the amendments is qualified in its entirety by the text of the Second Amended and Restated 2005 Stock Incentive Plan, which is filed as Exhibit 10.17 hereto and incorporated herein by reference.
 

Section 9 - Financial Statements and Exhibits
 
Item 9.01 
Financial Statements and Exhibits
 
(d) Exhibits
 
 
Exhibit Number
Title
     
 
10.17
Second Amended and Restated 2005 Stock Incentive Plan
 
 
 
 
 

 
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: May 26, 2009
By:  
 /s/ Scott T. Macomber  
  
 
Scott T. Macomber
Executive Vice President and Chief Financial Officer
     
 
 
 
 
 

 
EXHIBIT INDEX
 
Exhibit Number
Title
   
10.17
Second Amended and Restated 2005 Stock Incentive Plan