UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IntegraMed America, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
45810N302
(CUSIP Number)
September 24, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 10 Pages
| CUSIP No. 45810N302 | 13G | Page 2 of 10 Pages |
| (1) |
NAMES OF REPORTING PERSONS
Diamondback Master Fund, Ltd. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| (12) | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| CUSIP No. 45810N302 | 13G | Page 3 of 10 Pages |
| (1) |
NAMES OF REPORTING PERSONS
Diamondback Capital Management, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| (12) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 45810N302 | 13G | Page 4 of 10 Pages |
| (1) |
NAMES OF REPORTING PERSONS
DBCM Partners, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| (12) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 45810N302 | 13G | Page 5 of 10 Pages |
Item 1.
| (a) | Name of Issuer |
IntegraMed America, Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices |
Two Manhattanville Road
Purchase, NY 10577
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Diamondback Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Ltd.
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Citizenship: Cayman Islands, British West Indies
Diamondback Capital Management, LLC
One Landmark Square, 15th Floor
Stamford, CT 06901
Citizenship: State of Delaware
DBCM Partners, LLC
One Landmark Square, 15th Floor
Stamford, CT 06901
Citizenship: State of Delaware
| Item 2(d) | Title of Class of Securities |
Common Stock, $0.01 par value (“Common Stock”)
| Item 2(e) | CUSIP Number |
45810N302
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) |
¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) |
¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) |
¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| CUSIP No. 45810N302 | 13G | Page 6 of 10 Pages |
| (g) |
¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) |
¨ | A church plan that is excluded from the definition of an investmentcompany under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) |
¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
If this statement is filed pursuant to Rule 13d-1(c), check this box. x
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
This Amendment No. 1 (this “Amendment”) relates to the beneficial ownership of the Common Stock of the Company. This Amendment is being filed on behalf of the Reporting Persons and amends and supplements in their entirety the Schedule 13G filed by the Reporting Persons on January 9, 2012. Capitalized terms used herein and not otherwise defined in this Amendment have the respective meanings given such terms set forth in the Schedule 13G and the Company’s initial Schedule 13D.
As of the date of this filing, (i) Diamondback Master Fund, Ltd. no longer beneficially owns any shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC no longer may be deemed beneficial owner of any shares of Common Stock.
Diamondback Capital Management, LLC is the investment manager of Diamondback Master Fund, Ltd. DBCM Partners, LLC is the managing member of Diamondback Capital Management, LLC. Each of Lawrence Sapanski and Richard H. Schimel (the “Diamondback Principals”) serve as managing members of DBCM Partners, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person or the Diamondback Principals as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Diamondback Capital Management, LLC, DBCM Partners, LLC and the Diamondback Principals disclaims beneficial ownership of the shares of Common Stock owned by Diamondback Master Fund, Ltd.
(b) Percent of class:
The Company’s Schedule 13D/A filed on September 24, 2012, indicates that pursuant to the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation of the Company was amended, and such amended Certificate of Incorporation became the Certificate of Incorporation of the Company as the surviving corporation of the Merger. By virtue of the Merger, all of the outstanding shares of the Company’s Common Stock issued and outstanding as of the effective time of the Merger were cancelled and converted into the right to receive $14.05 in cash without interest or were otherwise cancelled for no consideration. Accordingly, following the effective time of the Merger, none of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC could be deemed to beneficially own any outstanding shares of
| CUSIP No. 45810N302 | 13G | Page 7 of 10 Pages |
Common Stock. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| 0 |
| (ii) | Shared power to vote or to direct the vote |
| See Item 4(a) |
| (iii) | Sole power to dispose or to direct the disposition of |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| See Item 4(a) |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit I.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 45810N302 | 13G | Page 8 of 10 Pages |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 12, 2013, by and among Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC
| CUSIP No. 45810N302 | 13G | Page 9 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 12, 2013
| DIAMONDBACK MASTER FUND, LTD. | DIAMONDBACK CAPITAL MANAGEMENT, LLC | |||||||
| By: | /s/ John Hagarty |
By: | /s/ Bentley J. Anderson | |||||
| Name: | John Hagarty | Name: | Bentley J. Anderson | |||||
| Title: | Chief Operating Officer | Title: | Co-General Counsel and Chief Compliance Office | |||||
| DBCM PARTNERS, LLC | ||||||||
| By: | /s/ Richard Schimel |
|||||||
| Name: | Richard Schimel | |||||||
| Title: | Managing Member | |||||||