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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0059 |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy
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Dear Stockholder:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15,
2005
To the Stockholders of
NovaMed, Inc.:
1. |
To elect two Class III directors to the Companys Board of Directors; |
2. |
To approve the Companys 2005 Stock Incentive Plan; and |
3. |
To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Chicago, Illinois
May 6, 2005
NovaMed, Inc.
980 North Michigan Avenue, Suite 1620
Chicago, Illinois
60611
(312) 664-4100
PROXY STATEMENT
1
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
Name |
Age |
Position with Company |
Served as Director Since |
Term Expires |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Scott H. Kirk,
M.D. |
52 |
Director |
1995 | 2005 | ||||||||||||||
Steven V.
Napolitano |
45 |
Director |
1997 | 2005 |
2
OTHER DIRECTORS
Name |
Age |
Position with Company |
Served as Director Since |
Term Expires |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
R. Judd Jessup
(1)(2) |
57 |
Director |
1998 | 2006 | ||||||||||||||
Robert J.
Kelly (1)(2)(3) |
60 |
Director |
2004 | 2007 | ||||||||||||||
C.A. Lance
Piccolo (1)(2) |
64 |
Director |
2000 | 2007 |
(1) |
Member of Audit Committee. |
(2) |
Member of Compensation Committee. |
(3) |
Currently serving as Presiding Director of the Board of Directors. |
3
4
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
each person or group of affiliated persons known by us to beneficially own more than 5% of the outstanding shares of the Common Stock |
|
each of the Companys directors |
|
each of the Companys Named Officers (as defined below) |
|
all of the Companys directors and executive officers as a group |
Name and Address (1) |
Number of Shares |
Percent of Shares |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Five
Percent Stockholder: |
||||||||||
Kirk Family
Limited Partnership (2) c/o Kirk Eye Center, S.C. 7427 Lake Street River Forest, Illinois 60305 |
2,338,977 | 10.88 | % | |||||||
Directors
and Officers: |
||||||||||
Stephen J.
Winjum (3) |
2,712,579 | 11.63 | % | |||||||
Scott T.
Macomber (4) |
363,559 | 1.67 | % | |||||||
E. Michele
Vickery (5) |
538,651 | 2.45 | % | |||||||
Scott H.
Kirk, M.D. (6) |
2,506,465 | 11.62 | % | |||||||
R. Judd
Jessup (7) |
257,474 | 1.19 | % | |||||||
Steven V.
Napolitano (8) |
175,291 | * | ||||||||
C.A. Lance
Piccolo (9) |
190,916 | * | ||||||||
Robert J.
Kelly (10) |
11,070 | * | ||||||||
All
Executive Officers and Directors As a Group: |
||||||||||
(8 people)
(11) |
6,756,005 | 27.52 | % |
* |
Less than 1% |
(1) |
Unless otherwise indicated, the address of the beneficial owners is c/o NovaMed, Inc., 980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611. |
(2) |
The general partner of the Kirk Family Limited Partnership is Kirk Eye Center, S.C. Scott H. Kirk, M.D., a member of the Board of Directors, and his brother, Kent A. Kirk, M.D., are the shareholders of Kirk Eye Center, S.C. |
(3) |
Includes 1,834,479 options which are exercisable within 60 days of March 31, 2005. On March 30, 2005, Mr. Winjum died from a heart attack. |
(4) |
Includes 333,749 options which are exercisable within 60 days of March 31, 2005. |
(5) |
Includes 450,625 options which are exercisable within 60 days of March 31, 2005. |
(6) |
Includes 2,338,977 shares of common stock held by the Kirk Family Limited Partnership and 82,291 options which are exercisable within 60 days of March 31, 2005. |
(7) |
Includes 106,358 shares of common stock which are held by R. Judd Jessup and Charlene Lynne Jessup, as Trustees for the R. Judd Jessup and Charlene Lynne Jessup Living Trust u/a/d May 6, 1991. Includes 1,600 shares held by Mr. Jessups family members. Mr. Jessup disclaims beneficial ownership of all 1,600 of these shares. Also includes 72,916 options which are exercisable within 60 days of March 31, 2005. |
6
(8) |
Includes 107,291 options which are exercisable within 60 days of March 31, 2005. |
(9) |
Includes 172,916 options which are exercisable within 60 days of March 31, 2005. |
(10) |
Includes 6,770 options which are exercisable within 60 days of March 31, 2005. |
(11) |
Includes 3,061,037 options which are exercisable within 60 days of March 31, 2005. |
EXECUTIVE OFFICERS
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Scott T.
Macomber |
50 | Executive Vice President and Chief Financial Officer |
||||||||
E. Michele
Vickery |
50 | Executive Vice President Operations |
7
EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation |
Long Term Compensation Awards |
|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position |
Year |
Salary |
Bonus |
Other Annual Comp. |
Securities Underlying Options |
All Other Compensation |
||||||||||||||||||||
Stephen J.
Winjum (1) |
2004 | $ | 363,154 | $ | 130,860 | $ | 15,855 | 175,000 | | |||||||||||||||||
President,
Chief Executive |
2003 | $ | 343,269 | $ | 154,000 | $ | 15,900 | 175,000 | | |||||||||||||||||
Officer
and Chairman of the Board |
2002 | $ | 325,000 | $ | 190,450 | $ | 12,780 | 240,000 | | |||||||||||||||||
Scott T.
Macomber |
2004 | $ | 245,846 | $ | 61,992 | $ | 6,855 | 55,000 | | |||||||||||||||||
Executive
Vice President and |
2003 | $ | 237,308 | $ | 74,480 | $ | 6,900 | 45,000 | | |||||||||||||||||
Chief
Financial Officer |
2002 | $ | 230,000 | $ | 89,346 | $ | 3,780 | 90,000 | | |||||||||||||||||
E. Michele
Vickery |
2004 | $ | 235,846 | $ | 64,841 | $ | 6,855 | 45,000 | | |||||||||||||||||
Executive
Vice President |
2003 | $ | 230,000 | $ | 67,850 | $ | 6,900 | 15,000 | | |||||||||||||||||
Operations |
2002 | $ | 230,000 | $ | 57,100 | $ | 3,780 | 90,000 | |
(1) |
On March 30, 2005, Mr. Winjum died from a heart attack. |
Option Grants in 2004
Individual Grants |
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term (2) |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Options (1) |
% of Total Options |
Exercise or Base Price |
Expiration Date |
5% ($) |
10% ($) |
||||||||||||||||||||||
Stephen J.
Winjum (3) |
175,000 | 30.97 | % | $ | 4.45 | 3/17/14 | $ | 489,752 | $ | 1,241,127 | ||||||||||||||||||
Scott T.
Macomber |
55,000 | 9.73 | % | $ | 4.45 | 3/17/14 | $ | 153,922 | $ | 390,068 | ||||||||||||||||||
E. Michele
Vickery |
45,000 | 7.96 | % | $ | 4.45 | 3/17/14 | $ | 125,936 | $ | 319,147 |
(1) |
All options are non-qualified stock options. |
(2) |
Potential realizable value is presented net of the option exercise price but before any federal or state income taxes associated with exercise. These amounts represent certain assumed rates of appreciation only. Actual gains will be dependent on the future performance of the Common Stock and the option holders continued employment through the vesting period. The amounts reflected in the table may not necessarily be achieved. |
(3) |
On March 30, 2005, Mr. Winjum died from a heart attack. As a result, only 43,750 of the options granted to Mr. Winjum in 2004 are vested and exercisable; the remaining balance were unvested as of his death and have terminated. |
8
Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Options at Fiscal Year End (#) |
Value of Unexercised In-The-Money Options at Fiscal Year End ($) (1) |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
||||||||||||||||
Stephen J.
Winjum (2) |
1,777,290 | 347,710 | $ | 7,724,568 | $ | 1,420,382 | ||||||||||||||
Scott T.
Macomber |
287,915 | 152,085 | $ | 1,440,333 | $ | 657,767 | ||||||||||||||
E. Michele
Vickery |
426,665 | 83,335 | $ | 1,691,962 | $ | 336,938 |
(1) |
The value per option is calculated by subtracting the exercise
price per option from the $6.58 closing price of the Companys common stock on the Nasdaq National Market on December 31, 2004. |
(2) |
On March 30, 2005, Mr. Winjum died from a heart attack. Under the terms of the various stock option agreements between the Company and Mr. Winjum, Mr. Winjums estate has until March 30, 2006 to exercise any options vested and exercisable as of his death, except with respect to Mr. Winjums initial option grant of 240,000 shares which are fully vested and exercisable but expire on August 21, 2005 (the expiration date of the ten-year option period for this initial grant). |
Equity Compensation Plan Information
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stock
Options |
||||||||||||||
Equity
compensation plans approved by security holders |
5,467,608 | (1) | $ | 2.66 | 206,163 | |||||||||
Equity
compensation plans not approved by security holders |
716,142 | (2) | $ | 3.85 | 35,116 | |||||||||
Total
Options |
6,183,750 | $ | 2.80 | 241,279 | ||||||||||
Stock
Purchase Plan |
||||||||||||||
Equity
compensation plans approved by security holders |
N/A | N/A | 130,500 | (3) | ||||||||||
Equity
compensation plans not approved by security holders |
| | |
(1) |
Represents awards under the Companys 1999 Amended and Restated Stock Incentive Plan (the 1999 Plan). The 1999 Plan was approved by the Companys stockholders at its annual stockholder meeting in May 2000. |
(2) |
The Board of Directors approved the 2000 Stock Incentive Plan on February 16, 2000 (the 2000 Plan). The total number of shares reserved and available for issuance under the 2000 Plan was 500,000. Under the terms of the 2000 Plan as originally adopted, no awards could be made after May 16, 2000. The Board of Directors adopted the 2001 Stock Incentive Plan on April 2, 2001 (the 2001 Plan). The total number of shares reserved and available for issuance under the 2001 Plan is 700,000. All other provisions of both of the 2000 Plan and 2001 Plan are substantially similar to the 1999 Plan. |
9
(3) |
Represents future shares of Common Stock that are available for issuance under the Companys Amended and Restated 1999 Stock Purchase Program approved by the Companys stockholders at its annual stockholder meeting in May 2000. |
Employment Agreements
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF
DIRECTORS
10
Base Salaries
Cash Incentive Compensation
Stock Options
11
Compliance with Section 162(m)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
12
13
PERFORMANCE GRAPH
14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Real Property Leases
National Medical Director and Limited Liability Company Member
INDEPENDENT AUDITORS
15
DISCLOSURE OF AUDITOR FEES
2004
|
2003
|
|||||||
---|---|---|---|---|---|---|---|---|
Audit,
Audit-Related and Tax Preparation and Compliance Fees: |
||||||||
Audit
Fees (1) |
$ | 195,000 | $ | 155,090 | ||||
Audit-Related
Fees (2) |
$ | 0 | $ | 10,021 | ||||
Tax
Fees Preparation and Compliance |
$ | 139,176 | $ | 169,010 | ||||
Total
Audit, Audit-Related and Tax Preparation and Compliance Fees |
$ | 334,176 | $ | 334,121 | ||||
Other
Non-Audit Fees: |
||||||||
Tax
Fees Other (3) |
$ | 15,000 | $ | 5,205 | ||||
All
Other Fees (4) |
$ | 0 | $ | 4,565 | ||||
Total
Non-Audit Fees |
$ | 15,000 | $ | 9,770 | ||||
Total
Fees |
$ | 349,176 | $ | 343,891 |
(1) |
Audit fees paid in 2004 include $26,000 relating to the evaluation of accounting for new transactions and fees paid in connection with the Companys review of internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002. |
(2) |
These amounts were incurred by the Company in connection with PwCs audit of the Companys 401(k) plan. The Company engaged a different independent accounting firm to conduct the audit of the 401(k) plan in 2004. |
(3) |
These amounts are for tax advice relating to structuring potential acquisitions and sales of minority interests. |
(4) |
These amounts include fees paid in connection with the Companys discontinued operations plan. |
PROPOSAL 2
APPROVAL OF THE COMPANYS
2005 STOCK INCENTIVE PLAN
16
Background
Terms of the Plan
17
of the Company, owned by the participant for at least six months prior to the date of delivery, having a fair market value on the date of delivery equal to the exercise price; (3) to the extent permitted by law (including, but not limited to, the Sarbanes-Oxley Act of 2002), by the execution and delivery of a note; (4) the extension of credit by a broker-dealer to whom the participant has submitted a notice of exercise; (5) by certifying ownership of shares owned by the participant for later delivery to the Company; or (6) any combination of the foregoing.
18
FEDERAL INCOME TAX CONSEQUENCES
Nonqualified Stock Options
Incentive Stock Options
19
Other Stock Awards
Section 162(m)
20
Parachute Payments
Section 409A of the Code
MISCELLANEOUS AND OTHER MATTERS
21
APPENDIX A
A. | Purpose |
B. | Composition |
C. | Functions |
(1) |
assessing the internal control system established by management; |
(2) |
overseeing financial reporting; |
(3) |
evaluating internal and independent audit processes; and |
(4) |
other functions. |
1. |
Internal Controls Processes |
a. |
Assist the Board of Directors of the Company in fulfilling its oversight functions with respect to the quality, integrity and annual independent audit of the Companys annual financial statements. |
b. |
Review periodically the Companys Standards of Conduct and the Companys compliance program. |
c. |
Review this Charter at least annually or as conditions dictate. |
A-1
d. |
Perform such other functions as assigned by law, the Companys certificate of incorporation or bylaws, the Board of Directors or as provided by Nasdaq, the Securities and Exchange Commission or the federal and state securities laws. |
e. |
Review any significant judgments made in managements preparation of the financial statements and the view of the Auditors as to the appropriateness of such judgments. |
f. |
Review periodically with the Companys general counsel, legal and regulatory matters that could have a significant effect on the Companys financial statements. |
g. |
Review periodically the Companys Compliance Plan and recommend to the Board such changes and/or amendments as the Committee considers appropriate. |
2. |
Reporting Processes |
a. |
Meet at least four (4) times annually with the Auditors and management to discuss and review each of the Companys quarterly and annual financial statements and reports prior to the public announcement of financial results and the filing of quarterly and year-end reports with the Securities and Exchange Commission. |
b. |
Review with management and the Auditors the Companys annual financial statements to be included in the Companys annual report on Form 10-K. |
c. |
Based upon discussions with, and reliance upon, management and the Auditors, cause to be prepared a report for inclusion in the Companys proxy statement, which report will satisfy the requirements of Item 7(e)(3) of Schedule 14A under the Securities Exchange Act of 1934. In addition, the Committee will provide any other audit committee-related disclosure, in filings with the Securities and Exchange Commission or otherwise required by applicable securities laws, rules and regulations or by the rules of any securities exchange or market on which securities of the Company are listed or quoted. |
d. |
Discuss with the Auditors their judgments about the quality, not just the acceptability, of the Companys accounting principles and financial disclosure practices used or proposed and the appropriateness of significant management judgments. |
e. |
Discuss with management and the Auditors the effect of regulatory and accounting initiatives as well as any off-balance sheet structures on the Companys financial statements. |
3. |
Internal and Independent Audit Process |
a. |
Take responsibility for the appointment, compensation and oversight of the work of the Auditors (including resolution of disagreements between management of the Company, the internal auditing staff and the Auditors regarding financial reporting or the preparation of the Companys financial statements) for the purpose of preparing or issuing an audit report or related work. |
b. |
Pre-approve all auditing services and non-audit services provided to the Company by the Auditors. The Committee shall also be responsible for approving the fees and other compensation to be paid to the Auditors. The Committee may delegate, subject to any rules or limitations it deems appropriate, to one or more designated members of the Committee the authority to grant such pre-approvals; provided, however, that the decisions of any Committee member to whom authority is so delegated to pre-approve an activity shall be presented to the full Committee at its next meeting. |
c. |
Review all relationships the Auditors have with the Company to determine their independence and effectiveness, and obtain and review a report from the Auditors concerning the Auditors internal quality control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. The Auditors shall annually provide to the Committee a written statement delineating all such relationships. |
A-2
d. |
Review the annual audit plan of the Auditors and evaluate their performance. |
e. |
Review the experience and qualifications of the senior members of the Auditors team. |
f. |
Obtain and review a report from the Auditors at least annually as to (i) all critical accounting policies to be used, (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the Auditors; and (iii) other material written communications between the Auditors and management of the Company, including management letters and schedules of unadjusted differences. |
g. |
Require the rotation of the lead audit partner on a regular basis in accordance with the requirements of applicable law. |
h. |
Review the Companys hiring of employees or former employees of the Auditors who participated in any capacity in the audits of the Company. |
4. |
Other Functions |
a. |
Consider questions of related party transactions and conflicts of interest between Board members or senior management, on the one hand, and the Company, on the other hand. |
b. |
Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
c. |
Discuss the Companys policies with respect to risk assessment and risk management. |
d. |
Perform an annual evaluation of the Committee. |
e. |
Investigate any other matter brought to its attention within the scope of its duties which it deems appropriate for investigation. |
f. |
Have the authority to engage and determine funding for outside legal, accounting or other advisors as it deems necessary to carry out its functions. |
D. | Meetings |
E. | Communication with the Board of Directors |
A-3
APPENDIX B
NOVAMED, INC.
2005 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|
ARTICLE I |
ESTABLISHMENT |
B-1 | ||||||||
ARTICLE II |
DEFINITIONS |
B-1 | ||||||||
ARTICLE III |
ADMINISTRATION |
B-4 | ||||||||
3.1 |
Committee Structure and Authority |
B-4 | ||||||||
ARTICLE IV |
SHARES SUBJECT TO PLAN |
B-5 | ||||||||
4.1 |
Number of Shares |
B-5 | ||||||||
4.2 |
Release of Shares |
B-5 | ||||||||
4.3 |
Restrictions on Shares |
B-5 | ||||||||
4.4 |
Stockholder Rights |
B-6 | ||||||||
4.5 |
Anti-Dilution |
B-6 | ||||||||
ARTICLE V |
ELIGIBILITY |
B-6 | ||||||||
5.1 |
Eligibility |
B-6 | ||||||||
ARTICLE VI |
OPTIONS |
B-6 | ||||||||
6.1 |
General |
B-6 | ||||||||
6.2 |
Grant |
B-7 | ||||||||
6.3 |
Terms and Conditions |
B-7 | ||||||||
6.4 |
Termination by Reason of Death |
B-8 | ||||||||
6.5 |
Termination by Reason of Disability |
B-8 | ||||||||
6.6 |
Other Termination |
B-8 | ||||||||
6.7 |
Cashing-Out of Options |
B-8 | ||||||||
ARTICLE VII |
STOCK AWARDS |
B-9 | ||||||||
7.1 |
General |
B-9 | ||||||||
7.2 |
Grant |
B-9 | ||||||||
7.3 |
Terms and Conditions |
B-9 | ||||||||
ARTICLE VIII |
PERFORMANCE AWARDS |
B-9 | ||||||||
8.1 |
Performance Conditions |
B-9 | ||||||||
8.2 |
Performance Awards Granted to Designated Covered Employees |
B-9 | ||||||||
8.3 |
Written Determinations |
B-10 | ||||||||
ARTICLE IX |
CHANGE IN CONTROL PROVISIONS |
B-10 | ||||||||
9.1 |
Impact of Event |
B-10 | ||||||||
9.2 |
Definition of Change in Control |
B-11 | ||||||||
9.3 |
Change in Control Price |
B-11 | ||||||||
ARTICLE X |
MISCELLANEOUS |
B-11 | ||||||||
10.1 |
Amendments and Termination |
B-11 | ||||||||
10.2 |
Unfunded Status of Plan |
B-11 | ||||||||
10.3 |
Limits on Transferability |
B-11 | ||||||||
10.4 |
General Provisions. |
B-11 | ||||||||
10.5 |
Mitigation of Excise Tax |
B-13 | ||||||||
10.6 |
Awards in Substitution for Awards Granted by Other Entities |
B-13 | ||||||||
10.7 |
Procedure for Adoption |
B-13 | ||||||||
10.8 |
Procedure for Withdrawal |
B-13 | ||||||||
10.9 |
Delay |
B-13 | ||||||||
10.10 |
Headings |
B-14 | ||||||||
10.11 |
Severability |
B-14 | ||||||||
10.12 |
Successors and Assigns |
B-14 | ||||||||
10.13 |
Entire Agreement |
B-14 |
i
APPENDIX B
NOVAMED, INC.
2005 STOCK INCENTIVE PLAN
ARTICLE I
ESTABLISHMENT
ARTICLE II
DEFINITIONS
B-1
B-2
B-3
ARTICLE III
ADMINISTRATION
B-4
ARTICLE IV
SHARES SUBJECT TO PLAN
B-5
in this Plan or as the Committee may otherwise require. The Committee may require a Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable law or otherwise. Fractional shares shall not be delivered, but shall be rounded to the next lower whole number of shares.
ARTICLE V
ELIGIBILITY
ARTICLE VI
OPTIONS
B-6
B-7
B-8
ARTICLE VII
STOCK AWARDS
ARTICLE VIII
PERFORMANCE AWARDS
B-9
ARTICLE IX
CHANGE IN CONTROL PROVISIONS
B-10
ARTICLE X
MISCELLANEOUS
B-11
B-12
B-13
By: /s/
|
Scott T. Macomber Scott T. Macomber Executive Vice President and Chief Financial Officer |
B-14
980 NORTH MICHIGAN AVENUE
SUITE 1620
CHICAGO, IL 60611
ANNUAL MEETING OF STOCKHOLDERS OF
NOVAMED, INC.
June 15, 2005
Proxy Voting Instructions
VOTE BY MAIL
Mark, sign and date
your proxy card and return it in the postage-paid envelope we have provided or
return to NovaMed, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
VOTE BY TELEPHONE - 1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to
transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by NovaMed, Inc. in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions above
to vote using the Internet and, when prompted, indicate that you agree to
receive or access shareholder communications electronically in future years.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
NOVMD1 |
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
NOVAMED, INC. |
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Vote On Directors |
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The Board of Directors recommends a vote FOR the listed nominees: |
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For |
Withhold |
For All |
To withhold authority to vote for any individual nominee(s) listed at left, mark For All Except and write the nominees name on the line below. |
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Steven V. Napolitano |
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Vote On Proposal |
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The Board of Directors recommends a vote FOR Proposal 2. |
For |
Against |
Abstain |
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2. |
Proposal to approve the 2005 Stock Incentive Plan. |
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3. |
Each of the persons named as proxies herein are authorized, in such persons discretion, to vote upon such other matters as may properly come before the Annual Meeting, or any adjournment or postponement thereof. |
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PLEASE VOTE, SIGN EXACTLY AS NAME APPEARS HEREON, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. |
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Please indicate if you plan to attend this meeting. |
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Yes |
No |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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Please Detach and Mail in the Envelope Provided
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NOVAMED, INC.
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The undersigned stockholder(s) hereby appoints and Scott T. Macomber and E. Michele Vickery and each of them, with full power of substitution, as attorneys and proxies for, and in the name and place of the undersigned, and hereby authorizes each of them to represent and to vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of NovaMed, Inc. to be held at The Drake Hotel, 140 East Walton Place, Chicago, Illinois 60611, on Wednesday, June 15, 2005 at 2:00 p.m., Chicago time, and at any adjournments or postponements thereof, upon the matters as set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement, receipt of which is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1, FOR APPROVAL OF PROPOSAL 2 AS DESCRIBED IN THE PROXY, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.