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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 3.2.22
JOE MANCHIN, III | Penney Barker, Supervisor | |||
Secretary of State | Corporations Division | |||
State Capitol, Suite 139-W | [Seal] | Tel: (304) 558-8000 | ||
1900 Kanawha Blvd. E. | Fax: (304) 558-0900 | |||
Charleston, WV 25305-0770 | WEST VIRGINIA ARTICLES OF INCORPORATION | wvsos@secretary.state.wv.us | ||
www.state.wv.us/sos/ | ||||
Hrs: 8:30 am – 4:30 pm ET | ||||
FILETWO ORIGINALS | CTRL # 4 2 1 8 1 |
We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:
1. | The name of the West Virginia corporation shall be:
[The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11] | Greenbrier Treatment Center, Inc.
c/o National Specialty Clinics, Inc. | ||||
2. | Thephysical address (not a PO box) of theprincipal office of the corporation will be: | Street:
| 618 Church Street, Suite 510 | |||
City/State/Zip: | Nashville, Tennessee 37219 | |||||
located in the County of: | County: | Davidson County | ||||
The mailing address of the above location, if different, will be: | Street/Box:
|
| ||||
City/State/Zip: |
| |||||
3. | Thephysical address (not a PO box) of theprincipal place of business in West Virginia of the corporation will be: | Street:
| 2157 Greenbrier Street | |||
City/State/Zip: | Charleston , WV 25311 | |||||
located in the County of: | County:
| Kanawha County | ||||
Street/Box: |
| |||||
The mailing address of the above location, if different, will be: | City/State/Zip: |
| ||||
4. | The name and address of theperson to whom notice of process may be sent is: | Name: | Corporation Service Company | |||
Street: | 1600 Laidley Tower | |||||
City/State/Zip: | Charleston, WV 25301 |
5. | This corporation is organized as: (check one below) |
¨ | NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13) |
x | FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13) |
6. | FOR PROFIT ONLY: |
The total value of all authorized capital stock of the corporation will be $ 0 .
The capital stock will be divided in 1,000 shares at the par value of $ no par per share.
¨ | Check here if the shares are to be divided 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, and are attached.] |
FORM CD-1 | Issued by the Secretary of State, State Capitol, Charleston, WV 25305 | Revised 1/01 |
WEST VIRGINIA ARTICLES OF INCORPORATION | Page 2 |
7. | Thepurposes for which this corporation is formed are as follows: |
(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)
Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.
8. | The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable): [Non-profit organizations must attach statement required by IRS for 501(c) status approval.] |
x | are set forth in the bylaws of the corporation; | ¨ | are attached and hereby set forth in the articles of incorporation. |
9. | The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable): |
¨ | are set forth in the bylaws of the corporation; | ¨ | are attached and hereby set forth in the articles of incorporation. |
10. | The full names and address of the incorporators, and the number of shares subscribed for by each are: |
Name | Address: No. & Street / City, State, Zip | No. of Shares | ||
Patrick D. Kelly | Steptoe & Johnson PLLC Bank One Center, Seventh Floor Charleston, WV 25301 | -0- |
11. | The number of directors constituting the initial board of directors of the corporation is 2 , and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary): |
Name | Address: No. & Street / City, State, Zip | No. of Shares | ||
See attached |
12. | The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are: |
See attached
13. | The number of pages attached and included in these Articles is 1. |
14. | ACKNOWLEDGMENT: [All incorporators must signtwo originals, with names & signatures the same through the Articles.Documents with photocopied signatures cannot be accepted.] |
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, we have accordingly set our hands:
Date 8/10/01 | Signatures: | /s/ Patrick D. Kelly |
| |||||||
|
|
STATE OF West Virginia, COUNTY OF Kanawha;
| ||||||
I, Kelly J. Young, a Notary Public, hereby certify that Patrick D. Kelly, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
| ||||||
My commission expires May 25, 2003 | /s/ Kelly J. Young, | Notary Public |
ATTACHMENT
TO
WEST VIRGINIA ARTICLES OF INCORPORATION
OF
GREENBRIER TREATMENT CENTER, INC.
11. | The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are: |
Name | Address No. & Street | City, State, Zip | ||
David R. Gnass | c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510 | Nashville, Tennessee 37219 | ||
Patty Chadwick | c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510 | Nashville, Tennessee 37219 |
12. | The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are: |
David R. Gnass, President and Chief Executive Officer
Patty Chadwick, Chief Financial Officer, Secretary and Treasurer
David A. Boutwell, Assistant Secretary