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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of CRC Health Corporation
- 3.2.1 Certificate of Incorporation of 4THERAPY.COM Network
- 3.2.2 Certificate of Incorporation of Advanced Treatment Systems, Inc.
- 3.2.3 Certificate of Incorporation of Ats of Cecil County, Inc.
- 3.2.4 Certificate of Incorporation of Ats of Delaware, Inc.
- 3.2.5 Certificate of Incorporation of Ats of North Carolina, Inc.
- 3.2.6 Certificate of Incorporation of Baton Rouge Treatment Center, Inc.
- 3.2.7 Certificate of Incorporation of Beckley Treatment Center, Inc.
- 3.2.8 Certificate of Incorporation of Bgi of Brandywine, Inc.
- 3.2.9 Certificate of Incorporation of Bowling Green Inn of Pensacola, Inc.
- 3.2.10 Certificate of Incorporation of Bowling Green Inn of South Dakota, Inc.
- 3.2.11 Certificate of Incorporation of Caps of Virginia, Inc.
- 3.2.12 Certificate of Incorporation of Cartersville Center, Inc.
- 3.2.13 Certificate of Incorporation of Charleston Treatment Center Inc.
- 3.2.14 Certificate of Incorporation of Clarksburg Treatment Center, Inc.
- 3.2.15 Certificate of Incorporation of Comprehensive Addiction Programs, Inc.
- 3.2.16 Certificate of Incorporation of Coral Health Services, Inc.
- 3.2.17 Certificate of Incorporation of CRC Ed Treatment, Inc.
- 3.2.18 Certificate of Incorporation of CRC Recovery, Inc.
- 3.2.19 Certificate of Incorporation of East Indiana Treatment Center, Inc.
- 3.2.20 Certificate of Incorporation of Evansville Treatment Center, Inc.
- 3.2.21 Certificate of Incorporation of Galax Treatment Center, Inc.
- 3.2.22 Certificate of Incorporation of Greenbriar Treatment Center, Inc.
- 3.2.23 Certificate of Incorporation of Huntington Treatment Center, Inc.
- 3.2.24 Certificate of Incorporation of Indianapolis Treatment Center, Inc.
- 3.2.25 Certificate of Incorporation of Jayco Administration, Inc.
- 3.2.26 Certificate of Incorporation of Jeff-grand Management Co., Inc.
- 3.2.27 Certificate of Incorporation of Kansas City Treatment Center, Inc.
- 3.2.28 Certificate of Incorporation of Mineral County Treatment Center, Inc.
- 3.2.29 Certificate of Incorporation of MWB Associates-massachusetts, Inc.
- 3.2.30 Certificate of Incorporation of National Specialty Clinics, Inc.
- 3.2.31 Certificate of Incorporation of NSC Acquisition Corp.
- 3.2.32 Certificate of Incorporation of Parkersbur Treatment Center, Inc.
- 3.2.33 Certificate of Incorporation of Richmond Treatment Center, Inc.
- 3.2.34 Certificate of Incorporation of San Diego Health Alliance
- 3.2.35 Certificate of Incorporation of Sheltered Living Incorporated
- 3.2.36 Certificate of Incorporation of Sierra Tucson Inc.
- 3.2.37 Certificate of Incorporation of Southern Indiana Treatment Center, Inc.
- 3.2.38 Certificate of Incorporation of Southern W. Virginia Treatment Center, Inc.
- 3.2.39 Certificate of Incorporation of Southwest Illinois Treatment Center, Inc.
- 3.2.40 Certificate of Incorporation of Stonehedge Convalescent Center, Inc.
- 3.2.41 Certificate of Incorporation of Stonehedge Convalescent Center LP
- 3.2.42 Certificate of Incorporation of the Camp Recovery Centers, LP
- 3.2.43 Certificate of Incorporation of Transcultural Health Developement, Inc.
- 3.2.44 Certificate of Incorporation of Treatment Associates, Inc.
- 3.2.45 Certificate of Incorporation of Virginia Treatment Center, Inc.
- 3.2.46 Certificate of Incorporation of Volunteer Treatment Center, Inc.
- 3.2.47 Certificate of Incorporation of WCHS of Colorado (G) Inc.
- 3.2.48 Certificate of Incorporation of WCHS, Inc.
- 3.2.49 Certificate of Incorporation of Wheeling Treatment Center, Inc.
- 3.2.50 Certificate of Incorporation of White Deer Realty, LTD.
- 3.2.51 Certificate of Incorporation of White Deer Run, Inc.
- 3.2.52 Certificate of Incorporation of Wichita Treatment Center Inc.
- 3.2.53 Certificate of Incorporation of Williamson Treatment Center, Inc.
- 3.2.54 Certificate of Incorporation of Wilmington Treatment Center, Inc.
- 3.3 By-laws of CRC Health Corporation
- 3.4.1 By-laws of 4THERAPY.COMNETWORK
- 3.4.2 By-laws of Advanced Treatment Systems, Inc.
- 3.4.3 By-laws of Ats of Cecil County, Inc.
- 3.4.4 By-laws of Ats of Delaware, Inc.
- 3.4.5 By-laws of Ats of North Carolina, Inc.
- 3.4.6 By-laws of Baton Rouge Treatment Center, Inc.
- 3.4.7 By-laws of Beckley Treatment Center, Inc.
- 3.4.8 By-laws of Bgi of Brandywine, Inc.
- 3.4.9 By-laws of Bowling Green Inn of Pensacola, Inc.
- 3.4.10 By-laws of Bowling Green Inn of South Dakota, Inc.
- 3.4.11 By-laws of Caps of Virginia, Inc.
- 3.4.12 By-laws of Cartersville Center, Inc.
- 3.4.13 By-laws of Charleston Treatment Center, Inc.
- 3.4.14 By-laws of Clarksburg Treatment Center, Inc.
- 3.4.15 By-laws of Comprehensive Addiction Programs, Inc.
- 3.4.16 By-laws of Coral Health Service, Inc.
- 3.4.17 By-laws of CRC Ed Treatment, Inc.
- 3.4.18 By-laws of CRC Recovery, Inc.
- 3.4.19 By-laws of East Indiana Treatment Center, Inc.
- 3.4.20 By-laws of Evansville Treatment Center, Inc.
- 3.4.21 By-laws of Galax Treatment Center, Inc.
- 3.4.22 By-laws of Greenbriar Treatment Center, Inc.
- 3.4.23 By-laws of Huntington Treatment Center, Inc.
- 3.4.24 By-laws of Indianapolis Treatment Center, Inc.
- 3.4.25 By-laws of Jayco Administration, Inc.
- 3.4.26 By-laws of Jeff-grand Management Co., Inc.
- 3.4.27 By-laws of Kansas City Treatment Center, Inc.
- 3.4.28 By-laws of Mineral County Treatment Center, Inc.
- 3.4.29 By-laws of MWB Associates-massachusetts, Inc.
- 3.4.30 By-laws of National Specialty Clinics, Inc.
- 3.4.31 By-laws of NSC Acquisition Corp.
- 3.4.32 By-laws of Parkersburg Treatment Center, Inc.
- 3.4.33 By-laws of Richmond Treatment Center, Inc.
- 3.4.34 By-laws of San Diego Health Alliance
- 3.4.35 By-laws of Sheltered Living Incorporated
- 3.4.36 By-laws of Sierra Tuscon Inc.
- 3.4.37 By-laws of Southern Indiana Treatment Center, Inc.
- 3.4.38 By-laws of Southern West Virginia Treatment Center, Inc.
- 3.4.39 By-laws of Southwest Illinois Treatment Center, Inc.
- 3.4.40 By-laws of Stonehedge Convalescent Center, Inc.
- 3.4.41 By-laws of Transcultural Health Development, Inc.
- 3.4.42 By-laws of Treatment Associates, Inc.
- 3.4.43 By-laws of Virginia Treatment Center, Inc.
- 3.4.44 By-laws of Volunteer Treatment Center
- 3.4.45 By-laws of WCHS Colorado (G), Inc.
- 3.4.46 By-laws of WCHS, Inc.
- 3.4.47 By-laws of Wheeling Treatment Center
- 3.4.48 By-laws of White Deer Realty
- 3.4.49 By-laws of White Deer Run, Inc.
- 3.4.50 By-laws of Wichita Treatment Center
- 3.4.51 By-laws of Williamson Treatment Center
- 3.4.52 By-laws of Wilmington Treatment Center
- 3.5 Partnership Agreement of California Treatment Center
- 3.6 Partnership Agreement of Milwaukee Health Services Systems
- 3.7 Partership Agreement of San Diego Treatment Services
- 3.8 Limited Partnership Agreement of the Camp Recovery Centers, L.P.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray
- 5.2 Opinion of Dla Piper Rudnick Gray Cary Us LLP - California
- 5.3 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Illinois
- 5.4 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Texas
- 5.5 Opinion of Powell Goldstein LLP
- 5.6 Opinion of Barnes & Thornburg
- 5.7 Opinion of Foulston Siefkin LLP
- 5.8 Opinion of Liskow & Lewis, a PLC
- 5.9 Opinion of Woodburn and Wedge
- 5.10 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
- 5.11 Opinion of Trauger & Tuke
- 5.12 Opinion of Hirschler Fleischer
- 5.13 Opinion of Steptoe & Johnson PLLC
- 5.14 Opinion of Lafollette Godfrey & Kahn
- 10.1 Credit Agreement
- 10.2 Security Agreement
- 10.3 Guarantee Agreement
- 10.4 Management Agreement with Bain
- 10.5 Employment Agreement Between Barry Karlin, CRC Health Group, Inc. and CRC Health
- 10.6 Stockholder Agreement Among CRC Health Group, Inc.
- 10.7 Form of Executive Letter Agreement
- 10.8 2006 Executive Incentive Plan
- 10.9 2006 Management Incentive Plan
- 10.10 Form of Senior Executive Option
- 10.11 Form of Executive Option Certificate
- 10.12 Form of Management Time Vesting Option Certificate
- 10.13 Form of Substitute Option Certificate
- 10.14 Rollover and Subscription Agreement Between Crca Holdings and CRC Health Group
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of CRC Health Corporation
- 23.1 Consent of Deloitte & Touche LLP
- 23.2 Consent of Ernst & Young LLP
- 25 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 9 Oct 15 Registration of securities issued in business combination transactions
- 2 Jul 15 Registration of securities issued in business combination transactions
- 4 Aug 06 Registration of securities issued in business combination transactions (amended)
- 21 Jun 06 Registration of securities issued in business combination transactions
Exhibit 3.2.13
KEN HECHLER | [Seal] | FILE IN DUPLICATE ORIGINALS | ||
Secretary of State | FEE: AS PER SCHEDULE ON PAGE 4 | |||
State Capitol, W-139 | -BUSINESS CORPORATION | |||
Charleston, WV 25305 | (stock, for profit): | |||
(304) 342-8000 | Complete all items except 3.A. | |||
- NON-PROFIT CORPORATION | ||||
(membership, nonstick): | ||||
Complete all items except 3.B. & 7 |
WEST VIRGINIA | FILED | |||
JUN 25 1998 | ||||
ARTICLES OF INCORPORATION | IN THE OFFICE OF | |||
SECRETARY OF STATE | ||||
OF | WEST VIRGINIA | |||
CHARLESTON TREATMENT CENTER INC. |
The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles of Incorporation for such corporation:
1. | The undersigned agree to become a West Virginia corporation by the name of |
CHARLESTON TREATMENT CENTER INC.
_______________________________________________________________________________________________________________________________________________________
(The name of the corporation shall contain one of the words “corporation,” “company,” “incorporated,” “limited” or shall contain an abbreviation of one of such words. (§31-1-11, W. Va. Code)
2. A. | The address at the physical location of the principal office of the corporation will be 58 MORGAN ROAD, PO BOX 829 street, in the city, town or village of LOBECO, county of BEAUFORT, State of SOUTH CAROLINA, Zip Code 29931. |
The mailing address of the above location, if different, will be SAME AS ABOVE.
B. | The address at the physical location of the principal place of business in West Virginia of the corporation, if different than the above address, will be 1600 LAIDLEY TOWER street, in the city, town or village of CHARLESTOWN, KANAWHA County, West Virginia, Zip Code 25301. |
The mailing address of the above location, if different, will be SAME AS ABOVE.
3. | This corporation is organized as: |
A. | Non-stock, non-profit . |
or
B. | Stock, for profit X, and the aggregate value of the authorized capital stock of said profit corporation |
will be $0.00 dollars, which shall be divided into1,000
(no. of shares)
shares of the par value ofWITHOUT PAR VALUE dollars each. (If the shares are to be divided
(or state “without par value,” if applicable)
into more than one class or if the corporation is to issue shares in any preferred or special class in series, additional statements are required within the articles of incorporation.) (As provided by law, for the purpose of assessment of the license tax, and for no other purpose, shares of stock having no par value shall be presumed to be of the par value of $25 each; but, if such stock was originally issued for a consideration greater than $25 per share, the annual license taxes as are required to be paid to the Tax Commissioner shall be computed upon the basis of the consideration for which such stock was issued. W. Va. Code §11-12-78)
4. | The period of duration of the corporation, which may be perpetual, is PERPETUAL. |
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PLEASE DOUBLE SPACE; IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND ADD PAGES:
5. | The purpose(s) for which this corporation is formed (which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated in West Virginia), is (are) as follows: |
TO ENGAGE IN ANY AND ALL LAWFUL BUSINESS ACTIVITY.
6. | The provisions for the regulation of the internal affairs of the corporation, which the incorporators elect to set forth in the articles of incorporation, are as follows: |
N/A
7. | The provisions granting, limiting or denying preemptive rights to shareholders, if any, are as follows: |
N/A
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8. | The full name(s) and address(es) of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each is(are) as follows: |
NAME | ADDRESS | Number of Shares (Optional) | ||
WENDY SNOW | 1013 CENTRE ROAD, WILMINGTON, DE 19805 | |||
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|
9. | The number of directors constituting the initial board of directors of the corporation is ONE and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members, or until their successors are elected and shall qualify, are as follows: |
NAME | ADDRESS | |
PATRICIA LEWIN | 58 MORGAN ROAD, PO BOX 829, LOBECO, SC 29931 | |
| ||
| ||
| ||
| ||
| ||
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10. | The name and address of the appointed person to whom notice or process may be sent is |
CORPORATION SERVICE COMPANY 1600 LAIDLEY TOWER, CHARLESTON, WV 25301.
ACKNOWLEDGEMENT
I(We), the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.”
In witness whereof, I(we) have accordingly hereunto set my(our) respective hands this 24THday of JUNE , 1998. (All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.)
PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.
WENDY SNOW | ||
1013 CENTRE ROAD, WILMINGTON, DE 19805 | /s/ Wendy Snow | |
STATE OF DELAWARE | ||
COUNTY OF NEW CASTLE |
I, JANET WOZNICKI , a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 8 must be inserted in this space by official taking acknowledgement)
WENDY SNOW | ||
| , |
whose name(s) is(are) signed to the foregoing Articles of Incorporation, this day personally appeared before me in my said county and acknowledged his(her)(their) signature(s).
JANET B.WOZNICKI NOTARY PUBLIC OF DELAWARE APPOINTED AUG. 5, 1996 TERM 4 YEARS SEAL | My commission expires 8-5-00 | |
/s/ Janet B. Woznicki | ||
(Notary Public) |
ARTICLES OF INCORPORATION PREPARED BY WENDY SNOW whose mailing address is 1013 CENTRE ROAD, WILMINGTON, DE 19805.
Official Form 101
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