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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 3.2.20
[Seal] | ARTICLES OF INCORPORATION | Provided by: | JOSEPH H. HOGSET | |||
State Form 4159 (RS/11-91) | Secretary of State | |||||
Approved by State Board of Accounts 1992 | Corporations Division | |||||
302 W. Washington St., Rm. E018 | ||||||
Indianapolis, IN 46204 | ||||||
Telephone: (317) 232-6576 | ||||||
799LU0B0698 |
INSTRUCTIONS: | Use 8 1/2 x 11 inch white paper for inserts. | Indiana Code 23-1-21-2 | ||
Filing requirements – present original and one copy to the address in the upper right corner of this form. | FILING FEE: $90.00 |
ARTICLES OF INCORPORATION
Indicate the appropriate act
The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:
x Indiana Business Corporation Law | ¨ Indiana Professional Corporation Ac 1983 |
As amended, executes the following Articles of Incorporation:
ARTICLE I – NAME
Name of Corporation
EVANSVILLE TREATMENT CENTER INC.
(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)
ARTICLE II – REGISTERED OFFICE AND AGENT
Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:
Name of Registered Agent
Corporation Service Company
Address of Registered Office(street or building) Suite 175, 9795 Crosspoint Bouldevard | City Indianapolis | Indiana | ZIP code 46256 | |||
Principal Office: the post office address of the principal office of the Corporation is: | ||||||
Post office address 519 Suwanee Circle | City Tampa | State FL | ZIP code 33606-3830 |
ARTICLE III – AUTHORIZED SHARES
Number of shares: Five Hundred (500) shares with One Dollar ($1.00) par value
If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”
ARTICLE IV – INCORPORATORS
[the name(s) and address(es) of the incorporators of the corporation]
NAME | NUMBER AND STREET OR BUILDING | CITY | STATE | ZIP CODE | ||||
Lamont W. Jones | 1013 Centre Road | Wilmington | DE | 19805 |
In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.
This 10thday of June, 1994.
Signature | Printed name | |
/s/ Lamont W. Jones | Lamont W. Jones | |
Signature | Printed name | |
Signature | Printed name |
This instrument was prepared by: (name)
Lamont W. Jones
Address (number, street, city and state) 1013 Centre Road, Wilmington, DE | ZIP code 19805 |
[Seal] | NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) | SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
[Stamp]
INSTRUCTIONS: | Use 8 1/2” x 11” white paper for inserts. | Indiana Code 23-1-24-2 (for profit corporation) | ||
Present original and two (2) copies to address in upper right corner of this form. | Indiana Code 23-17-6-2 (non-profit corporation) | |||
Please TYPE or PRINT. | NO FILING FEE |
Name of corporation Evansville Treatment Center, INc. | Date of Incorporation 6/13/94 |
Current registered office address (number and street, city, state, ZIP code)
945 Bond Street Evansville, IN 47708
New registered office address (number and street, city, state, ZIP code)
Same
Current registered agent (type or print name)
Jon Fifer
New registered agent (type or print name)
Reeve Sams
STATEMENTS BY REGISTERED AGENT OR CORPORATION
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.
After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.
The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.
IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 13th day of October, 1997.
Signature | Title | |
/s/ Patricia Lewin | President |
[Seal] | NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) | SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
[Stamp]
INSTRUCTIONS: | Use 8 1/2” x 11” white paper for inserts. | Indiana Code 23-1-24-2 (for profit corporation) | ||
Present original and two (2) copies to address in upper right corner of this form. | Indiana Code 23-17-6-2 (non-profit corporation) | |||
Please TYPE or PRINT. | NO FILING FEE |
Name of corporation Evansville Treatment Center, Inc. | Date of Incorporation 06/13/94 |
Current registered office address (number and street, city, state, ZIP code)
Reeve Sams 945 Bond Street Evansville, IN 47708
New registered office address (number and street, city, state, ZIP code)
James Ward 945 Bond Street Evansville, IN 47708
Current registered agent (type or print name)
Reeve Sams
New registered agent (type or print name)
James Ward
STATEMENTS BY REGISTERED AGENT OR CORPORATION
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.
After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.
The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.
IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 2nd day of August, 1999.
Signature | Title | |
/s/ Patricia Lewin | President |
Evansville Treatment Center, Inc.
945 Bond St.
Evansville, IN 47708
812-424-0223 812-424-0226 FAX
8-2-99
Secretary of State
Sue Anne Gilroy
Please change President Patricia Lewin address to PO Box 280, St. Helena, SC 29920
Also request for registered Agent enclosed.
Thank you, |
/s/ Patricia Lewin |