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- S-4 Registration of securities issued in business combination transactions
- 2.1 Merger Agreement Dated As of October 11, 2005
- 3.1 Certificate of Formation of Team Health Holdings, L.L.C.
- 3.2 Amended and Restated Limited Liability Agreement
- 3.3 Certificate of the Merger of Team Health Holdings LLC and Ensemble Acquisition
- 3.4 Certificate of Formation of Team Finance LLC
- 3.5 Limited Liability Company Agreement of Team Finance L.L.C.
- 3.6 Certificate of Incorporation of Health Finance Corporation
- 3.7 By-laws of Health Finance Corporation
- 3.8 Articles of Incorporation of Team Health Inc., As Amended
- 3.9 By-laws of Team Health Inc.
- 3.10 Articles of Incorporation of Access Nurse PM, Inc.
- 3.11 By-laws of Access Nurse PM, Inc.
- 3.12 Certificate of Incorporation of American Clinical Resources, Inc.
- 3.13 By-laws of American Clinical Resources, Inc.
- 3.14 Articles of Incorporation of after Hours Pediatrics, Inc.
- 3.15 By-laws of after Hours Pediatrics, Inc.
- 3.16 Amended and Restated Articles of Incorporation of Charles L. Springfield, Inc.
- 3.17 By-laws of Charles L. Springfield, Inc.
- 3.18 Charter of Clinic Management Services, Inc., As Amended
- 3.19 By-laws of Clinic Management Services, Inc.
- 3.20 Articles of Incorporation of Correctional Healthcare Advantage, Inc.
- 3.21 By-laws of Correctional Healthcare Advantage, Inc.
- 3.22 Articles of Incorporation of Daniel & Yeager, Inc.
- 3.23 By-laws of Daniel & Yeager, Inc.
- 3.24 Articles of Incorporation of DRS. Sheer, Ahearn & Associates, Inc.
- 3.25 Amended and Restated By-laws of DRS. Sheer, Ahearn & Associates, Inc.
- 3.26 Charter of Emergency Coverage Corporation, As Amended
- 3.27 By-laws of Emergency Coverage Corporation, As Amended
- 3.28 Restated Certificate of Incorporation of Emergency Physician Associates, Inc.
- 3.29 By-laws of Emergency Physician Associates, Inc.
- 3.30 Articles of Incorporation of Emergency Professional Services, Inc., As Amended
- 3.31 Code of Regulations of Emergency Professional Services, Inc., As Amended
- 3.32 Charter of Erie Shores Emergency Physicians, Inc.
- 3.33 By-laws of Erie Shores Emergency Physicians, Inc.
- 3.34 Certificate of Non Filing of Fischermangold
- 3.35 By-laws of Fischermangold
- 3.36 Certificate of Incorporation of Greenbrier Emergency Physicians, Inc.
- 3.37 By-laws of Greenbrier Emergency Physicians, Inc.
- 3.38 Certificate of Incorporation of Health Care Alliance, Inc.
- 3.39 By-laws of Health Care Alliance, Inc.
- 3.40 Articles of Organization of Healthcare Revenue Recovery Group, LLC
- 3.41 Operating Agreement of Healthcare Revenue Recovery Group, LLC
- 3.42 Articles of Incorporation of Herschel Fischer, Inc.
- 3.43 By-laws of Herschel Fischer, Inc.
- 3.44 Articles of Organization of Hospital Medicine Associates, LLC
- 3.45 Limited Liability Company Agreement of Hospital Medicine Associates, LLC
- 3.46 Articles of Incorporation of Imbs, Inc.
- 3.47 By-laws of Imbs, Inc.
- 3.48 Articles of Incorporation of Inphynet Contracting Services, Inc., As Amended
- 3.49 By-laws of Inphynet Contracting Services, Inc.
- 3.50 Articles of Incorporation of Inphynet South Broward, Inc., As Amended
- 3.51 By-laws of Inphynet South Broward, Inc.
- 3.52 Articles of Incorporation of Karl G. Mangold, Inc.
- 3.53 By-laws of Karl G. Mangold, Inc.
- 3.54 Certificate of Incorporation of Kelly Medical Services Corporation, As Amended
- 3.55 By-laws of Kelly Medical Services Corporation
- 3.56 Articles of Incorporation of Medical Management Resources, Inc., As Amended
- 3.57 By-laws of Medical Management Resources, Inc.
- 3.58 Certificate of Incorporation of Medical Services, Inc.
- 3.59 By-laws of Medical Services, Inc.
- 3.60 Certificate of Incorporation of Metroamerican Radiology, Inc., As Amended
- 3.61 By-laws of Metroamerican Radiology, Inc.
- 3.62 Certificate of Non-filing of MT. Diablo Emergency Physicians
- 3.63 Partnership Agreement of MT. Diablo Emergency Physicians
- 3.64 Certificate of Incorporation of Northwest Emergency Physicians, Incorporated
- 3.65 By-laws of Northwest Emergency Physicians, Incorporated
- 3.66 Certificate of Incorporation of Northwest Hospital Medicine Physicians, Inc.
- 3.67 By-laws of Northwest Hospital Medicine Physicians, Inc.
- 3.68 Articles of Incorporation of Paragon Contracting Services, Inc.
- 3.69 By-laws of Paragon Contracting Services, Inc.
- 3.70 Certificate of Limited Partnership of Paragon Healthcare Limited Partnership
- 3.71 Articles of Incorporation of Physician Integration Consulting Services, Inc.
- 3.72 By-laws of Physician Integration Consulting Services, Inc.
- 3.73 Articles of Incorporation of Quantum Plus, Inc.
- 3.74 By-laws of Quantum Plus, Inc.
- 3.75 Certificate of Incorporation of Spectrum Cruise Care, Inc.
- 3.76 By-laws of Spectrum Cruise Care, Inc.
- 3.77 Certificate of Incorporation of Spectrum Healthcare Resources of Delaware, Inc.
- 3.78 By-laws of Spectrum Healthcare Resources of Delaware, Inc.
- 3.79 Certificate of Incorporation of Spectrum Healthcare Resources, Inc.
- 3.80 By-laws of Spectrum Healthcare Resources, Inc.
- 3.81 Certificate of Incorporation of Spectrum Healthcare Services, Inc.
- 3.82 By-laws of Spectrum Healthcare Services, Inc.
- 3.83 Certificate of Incorporation of Spectrum Healthcare, Inc.
- 3.84 By-laws of Spectrum Healthcare, Inc.
- 3.85 Certificate of Incorporation of Spectrum Primary Care of Delaware, Inc.
- 3.86 By-laws of Spectrum Primary Care of Delaware, Inc.
- 3.87 Certificate of Incorporation of Spectrum Primary Care, Inc., As Amended
- 3.88 By-laws of Spectrum Primary Care, Inc.
- 3.89 Charter of Southeastern Emergency Physicians of Memphis, Inc., As Amended
- 3.90 By-laws of Southeastern Emergency Physicians of Memphis, Inc.
- 3.91 Charter of Southeastern Emergency Physicians, Inc., As Amended
- 3.92 By-laws of Southeastern Emergency Physicians, Inc.
- 3.93 Certificate of Incorporation of Southeastern Physician Associates, Inc.
- 3.94 By-laws of Southeastern Physician Associates, Inc.
- 3.95 Certificate of Incorporation of Team Anesthesia, Inc.
- 3.96 By-laws of Team Anesthesia, Inc.
- 3.97 Certificate of Incorporation of Team Health Anesthesia Management Services, Inc.
- 3.98 By-laws of Team Health Anesthesia Management Services, Inc., As Amended
- 3.99 Certificate of Limited Partnership of Team Health Billing Services, LP
- 3.100 Certificate of Incorporation of Team Health Financial Services, Inc.
- 3.101 By-laws of Team Health Financial Services, Inc.
- 3.102 Certificate of Incorporation of Team Radiology, Inc.
- 3.103 By-laws of Team Radiology, Inc.
- 3.104 Certificate of Formation of TH Contracting Midwest, LLC
- 3.105 Limited Liability Company Agreement of TH Contracting Midwest, LLC
- 3.106 Certificate of Formation of TH Contracting Services of Missouri, LLC
- 3.107 Limited Liability Company Agreement of TH Contracting Services of Missouri, LLC
- 3.108 Articles of Incorporation of the Emergency Associates for Medicine, Inc.
- 3.109 By-laws of the Emergency Associates for Medicine, Inc.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Credit Agreement
- 10.2 Form of Equity Deferred Compensation Plan of Team Health, Inc.
- 10.3 Trust Agreement
- 10.4 Sheer, Ahearn & Associates Plan Provision Nonqualified Excess Deferral Plan
- 10.5 Amendment and Restatement of Deferred Compensation Plan
- 10.6 Lease Agreement Dated August 27, 1992
- 10.7 Lease Agreement Dated August 27, 1999
- 10.8 Form of Employment Agreement for Messrs. Sherlin, Joyner and Jones
- 10.9 Team Health, Inc. Non-qualified Supplemental Executive Retirement Plan
- 10.10 Team Health, Inc. 2005 Long-term Incentive Plan
- 10.11 Employment Agreement Between Team Health, Inc and Gregory S. Roth
- 10.12 Amended and Restated Transaction and Monitoring Fee Agreement
- 10.13 Employment Agreement Between Team Health, Inc and DR. Massingale
- 12.1 Computation of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- 15 May 06 Registration of securities issued in business combination transactions (amended)
- 10 May 06 Registration of securities issued in business combination transactions (amended)
- 16 Mar 06 Registration of securities issued in business combination transactions
- 8 Nov 04 Registration of securities issued in business combination transactions (amended)
- 7 Oct 04 Registration of securities issued in business combination transactions (amended)
- 19 Aug 04 Registration of securities issued in business combination transactions (amended)
EXHIBIT 3.102
ARTICLES OF INCORPORATION
OF
TEAM RADIOLOGY, INC.
Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under the laws of the State of North Carolina:
1. The name of the corporation is Team Radiology, Inc.
2. The number of shares the corporation is authorized to Issue is one hundred thousand (100,000).
3. The street and mailing address of the initial registered office of the corporation in the State of North Carolina is one University Place, Suite 350, Durham, Durham County, North Carolina 27707; and the name of its initial registered agent at such address is D. Skip Sallee, M.D.
4. No person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any transaction from which the director derived an improper personal benefit, (iii) prior to the effective date of this article or (iv) acts or omissions with respect to which the North Carolina Business Corporation Act does not permit the limitation of liability. As used herein, the term “improper personal benefit” does not include a director’s reasonable compensation or other reasonable incidental benefit for or on account of his service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation. No amendments or repeal of this article nor the adoption of any provision to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption.
5. The name and address of the incorporator is D. Royce Powell Suite 500, 3200 Beechleaf Court, Raleigh, North Carolina 27604.
This the 6th day of October, 1993.
/s/ D. Royce Powell |
D. Royce Powell |
Incorporator |
ARTICLES OF MERGER
OF
TELERADIOLOGY ASSOCIATES, INC.
INTO
TEAM RADIOLOGY, INC.
Pursuant to the provisions of Section 55-11-05 of the North Carolina Business Corporation Act, the undersigned corporations adopt the following Articles of Merger:
1. The attached Plan of Merger (Exhibit “A”), was approved by each of the undersigned corporations in the manner prescribed by the North Carolina Business Corporation Act.
2. Approval by the Shareholders of each corporation that is a party to the merger is required by the North Carolina Business Corporation Act.
3. As to Teleradiology Associates, Inc. (the non-surviving corporation), the plan was duly adopted and approved by the Sole Shareholder by the written consent of said Shareholder on December 26, 1996.
4. As to Team Radiology, Inc. (the surviving corporation), the plan was duly adopted and approved by the Sole Shareholder by the written consent of said Shareholder on December 26, 1996.
5. These Articles of Merger shall take effect on January 1, 1997, or such later date as they may be filed with the Secretary of State.
IN WITNESS WHEREOF, these Articles of Merger are executed and approved on behalf of parties to the merger by the undersigned, pursuant to the authorization of the Sole Shareholder and the directors of each corporation.
Dated: Dec. 26, 1996.
TELERADIOLOGY ASSOCIATES, INC. | ||
By: | /s/ H. Lynn Massingale
| |
H. Lynn Massingale, M.D. | ||
Its: | President | |
TEAM RADIOLOGY, INC. | ||
By: | /s/ H. Lynn Massingale
| |
H. Lynn Massingale, M.D. | ||
Its: | President |
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PLAN OF MERGER
OF
TELERADIOLOGY ASSOCIATES, INC.
INTO
TEAM RADIOLOGY, INC.
Pursuant to the provisions of Section 55-11-01 of the North Carolina Business Corporation Act, the undersigned corporations adopt the following Plan of Merger:
1. | The name of the corporations planning to merge are: |
(a) | Teleradiology Associates, Inc., a North Carolina Corporation; and |
(b) | Team Radiology, Inc., a North Carolina Corporation |
2. | The name of the surviving corporation is: |
(a) | Team Radiology, Inc. |
3. | The name of the corporation whose shares will be issued in connection with the merger is: |
(a) | Team Radiology, Inc. |
4. | The terms and conditions of the merger are: |
(a) | Agreement to Merge. Teleradiology Associates, Inc. and Team Radiology, Inc. agree to execute and deliver to the North Carolina Secretary of State for filing Articles of Merger which shall provide that Team Radiology, Inc. shall be the surviving corporation in the Merger. |
(b) | Effective Date of Merger. Effective date of the Merger shall be January 1, 1997, or such later date as the Articles of Merger are filed. |
(c) | Costs and Expenses. The constituent corporations shall bear their own costs and expenses in connection with due diligence and other related activities preliminary to the Merger. Provided, however, that the surviving corporation shall bear all legal and accounting costs and expenses associated with the preparation and filing of the Articles of Merger, Plan of Merger and all other related documents. |
(d) | Effect of the Merger. As of the effective date of the Merger, the separate existence of Teleradiology Associates, Inc. shall cease and all property |
owned by it shall be vested in Team Radiology, Inc. without reversion or impairment and all liabilities of the non-surviving corporation shall be vested in the surviving corporation. The surviving corporation shall possess and enjoy all the rights, privileges, immunities, powers and franchises, both of a public and a private nature, and be subject to all restrictions, disabilities, duties, debts, and liabilities of the non-surviving corporation. |
5. The manner and basis of converting the shares of the non-surviving corporation into securities, cash, or other property of the surviving corporation is as follows: The sole shareholder of non-surviving corporation shall exchange all of its shares of common stock for fifty thousand (50,000) shares of the common stock of the surviving corporation.
Dated: Dec. 26, 1996.
TELERADIOLOGY ASSOCIATES, INC. | ||
By: | /s/ H. Lynn Massingale
| |
H. Lynn Massingale, M.D. | ||
Its: President | ||
TEAM RADIOLOGY INC. | ||
By: | /s/ Michael L. Hatcher
| |
Michael L. Hatcher | ||
Its: Vice President and Chief Operating Officer |
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