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- S-4 Registration of securities issued in business combination transactions
- 3.1 Amend Cert of Incorp of Symbion
- 3.2 Amend & Restated Bylaws of Symbion
- 3.3 Articles of Org./ambulatory Resource
- 3.4 Operating Agmt/ambulatory Resource
- 3.5 Articles of Inc/ambulatory Resource
- 3.6 Bylaws/ambulatory Resource Centres/fl
- 3.7 Charter/ambulatory Res. Centres/mass.
- 3.8 Bylaws/ambulatory Res. Centres/mass.
- 3.9 Charter/ambulatory Res. Centres/texas
- 3.10 Bylaws/ambulatory Res. Centres/texas
- 3.11 Charter/ambulatory Res. Centres/washington
- 3.12 Bylaws/ambulatory Res. Centres/washington
- 3.13 Charter/ambulatory Res. Centres/wilmington
- 3.14 Bylaws/ambulatory Res. Centres/wilmington
- 3.15 Charter of Arc Development Corp.
- 3.16 Bylaws of Arc Development Corp.
- 3.17 Charter of Arc Dry Creek, Inc.
- 3.18 Bylaws of Arc Dry Creek, Inc.
- 3.19 Charter of Arc Financial Services Corp.
- 3.20 Bylaws of Arc Financial Services Corp.
- 3.21 Certificate of Formation of Asc-hammond Inc.
- 3.22 Bylaws of Asc of Hammond, Inc.
- 3.23 Articles of Org. of Asc of New Albany, LLC
- 3.24 Operating Agmt of Asc of New Albany, LLC
- 3.25 Articles of Inc./houston Psc-i, Inc., As Amend.
- 3.26 Bylaws of Houston Psc-i, Inc.
- 3.27 Art. of Incorp of Lubbock Surgicenter, Inc.
- 3.28 Bylaws of Lubbock Surgicenter, Inc.
- 3.29 Charter of Medisphere Health Partners Ok City, Inc
- 3.30 Bylaws of Medisphere Health Partners Oklahoma City
- 3.31 Charter of Medisphere Health Partners MGMT of Tenn
- 3.32 Bylaws of Medisphere HLTH Partners MGMT of TN, Inc
- 3.33 Cert.of Formation of Neospin Surg. of Bristol, LLC
- 3.34 Operating Agmt of Neospin Surgery of Bristol, LLC
- 3.35 Cert. of Form. of Neospin Surgery of Nashville LLC
- 3.36 LTD Liab Comp Agmt of Neospine Surgery of Nash LLC
- 3.37 Cert. of Formation of Neospine Surgery of Puyallup
- 3.38 LTD Liab Comp of Neospine Surgery of Puyallup LLC
- 3.39 Certificate of Formation Neospine Surgery, LLC
- 3.40 LTD Liability Company Agmt of Neospine Surgery LLC
- 3.41 Certificate of Formation of NSC Edmond, Inc
- 3.42 Bylaws of NSC Edmond, Inc
- 3.43 Cert of Form of Physicians Surgical Care MGMT, Inc
- 3.44 Bylaws of Physicians Surgical Care Management, Inc
- 3.45 4TH Amended and Restated Cert. of Incorp.
- 3.46 Amended and Restated Bylaws of Phys. Surgical Care
- 3.47 Cert. of Incorp. Premier Ambulatory Surgery
- 3.48 Bylaws Premier Ambulatory Surgery of Duncanville
- 3.49 Cert. of Formation of PSC Development Co. LLC
- 3.50 Limited Liability Co. Agree. of PSC Dev. Co. LLC
- 3.51 Cert. of Formation of PSC of New York, L.L.C.
- 3.52 Limited Liability Co. Agree. of PSC of New York
- 3.53 Cert. of Formation of PSC Operating Co. LLC
- 3.54 Limited Liability Co. Agree. of PSC Operating Co.
- 3.55 Exhibit 3.55
- 3.56 Limited Liability Co. Agree. of Quahog Holding Co.
- 3.57 Charter of Sarc/asheville, Inc.
- 3.58 Bylaws of Sarc/asheville, Inc.
- 3.59 Charter of Sarc/circleville, Inc.
- 3.60 Bylaws of Sarc/circleville, Inc.
- 3.61 Charter of Sarc/columbia, Inc.
- 3.62 Bylaws of Sarc/columbia, Inc.
- 3.63 Charter of Sarc/deland, Inc.
- 3.64 Bylaws of Sarc/deland, Inc.
- 3.65 Charter of Sarc/ft. Myers, Inc.
- 3.66 Bylaws of Sarc/ft. Myers, Inc.
- 3.67 Charter of Sarc/fw, Inc.
- 3.68 Bylaws of Sarc/fw, Inc.
- 3.69 Charter of Sarc/georgia, Inc.
- 3.70 Bylaws of Sarc/georgia, Inc.
- 3.71 Charter of Sarc/jacksonville, Inc.
- 3.72 Bylaws of Sarc/jacksonville, Inc.
- 3.73 Articles of Org Sarc/kent LLC
- 3.74 Operating Agreement of Sarc/kent
- 3.75 Charter of Sarc/knoxville, Inc.
- 3.76 Bylaws of Sarc/knoxville, Inc.
- 3.77 Charter of Sarc/largo Endoscopy
- 3.78 Bylaws of Sarc/largo Endoscopy
- 3.79 Charter of Sarc/largo, Inc.
- 3.80 Bylaws of Sarc/largo, Inc.
- 3.81 Charter of Sarc/metairie, Inc.
- 3.82 Bylaws of Sarc/metairie, Inc.
- 3.83 Art of Org. of Sarc/providence
- 3.84 Operating Agmt of Sarc/providence
- 3.85 Art. of Org. Sarc/san Antonio LLC
- 3.86 Operating Agmt of Sarc/san Antonio
- 3.87 Charter of Sarc/savanah, Inc.
- 3.88 Bylaws of Sarc/savanah, Inc.
- 3.89 Charter of Sarc/st. Charles, Inc.
- 3.90 Bylaws of Sarc/st. Charles, Inc.
- 3.91 Charter of Sarc/vincennes, Inc.
- 3.92 Bylaws of Sarc/vincennes, Inc.
- 3.93 Art. of Org. of Sarc/west Houston
- 3.94 Operating Agmt of Sarc/west Houston
- 3.95 Charter of Sarc/worcester, Inc.
- 3.96 Bylaws of Sarc/worcester, Inc.
- 3.97 Charter of Si/dry Creek, Inc.
- 3.98 Bylaws of Si/dry Creek, Inc.
- 3.99 Art. of Org of Smbi Havertown, LLC
- 3.100 Operating Agmt of Smbi Havertown
- 3.101 Art. of Org of Smbi Northstar, LLC
- 3.102 Operating Agmt of Smbi Northstar
- 3.103 Art. of Org of Smbi Ose
- 3.104 Operating Agmt of Smbi Ose
- 3.105 Art. of Org. of Smbi Portsmouth
- 3.106 Operating Agmt of Portsmouth
- 3.107 Art of Org. Smbims Kirkwood, LLC
- 3.108 Operating Agmt of Smbims Kirkwood
- 3.109 Art. of Org. of Smbims 119, LLC
- 3.110 Operating Agmt. of Smbims 119, LLC
- 3.111 Charter of Smbims Birmingham, Inc.
- 3.112 Bylaws of Smbims Birmingham, Inc.
- 3.113 Art. of Org. of Smbims Durango, LLC
- 3.114 Operating Agmt. of Smbims Durango
- 3.115 Art. of Org. of Smbims Elk River
- 3.116 Operating Agmt of Smbims Elk River
- 3.117 Art. of Org. of Smbims Florida I
- 3.118 Operating Agmt of Smbims Florida I
- 3.119 Art. of Org of Smbims Greenville
- 3.120 Operating Agmt of Smbims Greenville
- 3.121 Art. of Org. of Smbims Maple Grove
- 3.122 Operating Agmt of Smbims Maple Grove
- 3.123 Art. of Org of Smbims Novi, LLC
- 3.124 Operating Agmt. Smbims Novi, LLC
- 3.125 Art. of Org. Smbims Orange City
- 3.126 Operating Agmt of Smbims Orange City
- 3.127 Charter of Smbims Steubenville
- 3.128 Bylaws of Smbims Steubenville
- 3.129 Art. of Org. Smbims Tampa, Inc.
- 3.130 Operating Agmt. of Smbims Tampa
- 3.131 Art. of Org. Smbims Temple
- 3.132 Operating Agmt of Smbims Temple, LLC
- 3.133 Charter of Smbims Tuscaloosa, Inc
- 3.134 Bylaws of Smbims of Tuscalossa, Inc
- 3.135 Articles of Organization of Smbims of Wichita, LLC
- 3.136 Operating Agmt of Smbims of Wichita, LLC
- 3.137 Articles of Organization of Smbiss Arcadia, LLC
- 3.138 Operating Agreement of Smbiss, LLC
- 3.139 Articles of Organization of Smbiss Beverly Hills,
- 3.140 Operating Agreement of Smbiss Beverly Hills, LLC
- 3.141 Articles of Organization of Smbiss Chesterfield, L
- 3.142 Operating Agreement of Smbiss of Chesterfield, LLC
- 3.143 Articles of Organization of Smbiss Encino, LLC
- 3.144 Operating Agreement of Smbiss Encino, LLC
- 3.145 Articles of Organization of Smbiss Irvine, LLC
- 3.146 Operating Agreement of Smbiss Irvine
- 3.147 Articles of Organization of Smbiss Roswell
- 3.148 Operating Agreement of Smbiss Roswell, LLC
- 3.149 Articles of Organization of Sandy Springs, LLC
- 3.150 Operating Agreement of Smbiss Sandy Springs
- 3.151 Articles of Organization of Smbiss Thousand Oaks,
- 3.152 Operating Agreement of Smbiss Thousand Oaks, LLC
- 3.153 Articles of Incorp of Surgicare of Deland, Inc.
- 3.154 Bylaws of Surgicare of Deland, Inc.
- 3.155 Charter of Symbion Ambulatory Resource Centres, In
- 3.156 Bylaws of Symbion Ambulatory Resource Centres, Inc
- 3.157 Charter of Symbion Imaging, Inc.
- 3.158 Bylaws of Symbion Imaging, Inc.
- 3.159 Charter of Symbion Arc MGMT SVS, As Amend.
- 3.160 Bylaws of Symbionarc MGMT SVS, As Amend.
- 3.161 Art. of Org. Symbionarc Support SVS LLC
- 3.162 Operating Agmt of Symbionarc Support SVS
- 3.163 Articles of Inc./texarkana Surgery Center
- 3.164 Bylaws of Texarkana Surgery Center GP, Inc.
- 3.165 Charter of Uniphy Healthcare/eugene/springfield
- 3.166 Bylaws of Uniphy Healthcare/eugene/springfield
- 3.167 Art. of Org./uniphy Healthcare/johnson City VI,
- 3.168 Oper. Agmt/uniphy Healthcare/johnson City VI, LLC
- 3.169 Charter of Uniphy Healthcare of Louisville, Inc.
- 3.170 Bylaws of Uniphy Healthcare of Louisville, Inc.
- 3.171 Charter of Uniphy Healthcare of Maine I, Inc.
- 3.172 Bylaws of Uniphy Healthcare of Maine I, Inc.
- 3.173 Articles of Conversion of Uniphy Healthcare
- 3.174 Single Member Operating Agreement
- 3.175 Charter of Uniphy Healthcare of Memphis II, Inc.
- 3.176 Bylaws of Uniphy Healthcare of Memphis II, Inc.
- 3.177 Cert. of Form. of Uniphy Healthcare of Memphis II
- 3.178 Oper Agree of Uniphy Healthcare of Memphis III
- 3.179 Cert. of Form. of Uniphy Healthcare of Memphis IV
- 3.180 Oper. Agree. of Uniphy Healthcare of Memphis IV
- 3.181 Articles of Incorporation of Vasc, Inc.
- 3.182 Bylaws of Valley Ambulatory Surgery Center
- 3.183 Cert. of Incorporation of Village Surgicenter, Inc
- 3.184 Bylaws of Village Surgicenter, Inc.
- 3.185 Limited Liability Co. Agree. of Northstar Hospital
- 3.186 Certificate of Formation of Northstar Hospital
- 4.1 Symbion, Inc. Indenture Dated As of June 3, 2008
- 4.3 Registration Rights Agree Dated As of June 3, 2007
- 4.4 First Supplemental Indenture
- 5.1 Opinion of Waller Lansden Dortch
- 8.1 Tax Opinion of Waller Lansden Dortch
- 10.1 Employment Agree. Richard E. Francis JR.
- 10.2 Employment Agree. Clifford G. Adlerz
- 10.3 Credit Agreement Dated As of August 23, 2007
- 10.6 2007 Equity Incentive Plan
- 10.7 Symbion, Inc. Executive Change In Control Severanc
- 10.8 Compensatory Equity Participation Plan
- 10.9 Shareholders Agreement Dated As of Aug. 23, 2007
- 10.10 Advisory Services and Monitoring Agreement
- 10.11 Employee Contribution Agreement
- 12.1 Statement of Computation of Ratio of Earnings
- 21.1 Subsidiaries of the Registrant
- 23.2 Consent of E & Y
- 25.1 Statement on Form T-1 of U.S. Bank
- 99.1 Exhibit 99.1
- 99.2 Exhibit 99.2
- CORRESP Corresp
Exhibit 10.8
SYMBION HOLDINGS CORPORATION
COMPENSATORY EQUITY
PARTICIPATION PLAN
(As Adopted Effective August 23, 2007)
SYMBION HOLDINGS CORPORATION
COMPENSATORY EQUITY PARTICIPATION PLAN
Section 1.01. Purpose of the Plan. The purpose of this Symbion Holdings Corporation Compensatory Equity Participation Plan (the “Plan”) is to provide eligible employees, officers, directors and consultants of Symbion Holdings Corporation (the “Company”) and certain of its affiliates with an opportunity to acquire a proprietary interest in the success of the Company through offers (“Offers”) allowing those individuals to acquire shares of common stock in the Company (“Shares”). The Offers under the Plan shall be compensatory in nature, with a view toward creating long-term incentives for the Participants to remain at the Company or its affiliates in order to exert the maximum of effort in the performance of their services for the Company and its affiliates. All Offers of Shares under the Plan are intended to comply with the exemption from registration under the Securities Act of 1933 pursuant to Rule 701 under that Act.
Section 1.02 Administration of the Plan. The Plan shall be administered by the board of directors of the Company or a committee thereof (the “Administrator”). Subject to the express terms and conditions set forth herein, the Administrator shall have the power from time to time to:
(i) determine the Participants to whom Shares shall be offered under the Plan and the amount of the capital contribution to be offered to be made by each such Participant and to prescribe the terms and conditions (which need not be identical) of each such Offer as set forth in the Offer Documents (as defined below), including the purchase price for each Share;
(ii) to construe and interpret the Plan and the Offer Documents and to establish, amend and revoke rules and regulations for the administration of the Plan and the Offer Documents, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Offer Documents; and
(iii) generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan.
Section 1.03 Shares. The Administrator shall determine from time to time the type, amount and terms of the Shares to be made available for Offers under the Plan.
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Section 1.04 Participants. The class of individuals eligible to receive Offers under the Plan shall consist of all employees, officers, directors, consultants and advisers of the Company, its parent entities, its subsidiaries and all affiliates. From this class, the Administrator shall from time to time choose the individuals who shall receive Offers under the Plan (the “Participants”) and shall determine the terms of such Offers.
Section 1.05 Offers and Offer Documents. In connection with each Offer made under the Plan, the Administrator shall determine the documentation that will be used to convey such Offer and the documentation that will be used to establish the terms and conditions of such Offer, including any applicable Employee Contribution Agreement or Substitute Option Award Document, as well as the terms and conditions of the Shares being offered (collectively, the “Offer Documents”). The Offer Documents relating to each Offer shall control with respect to the matters covered by that documentation. In the case of any inconsistency between the provisions in this Plan and those contained in any Offer Documents, the provisions of such Offer Documents will control in all respects.
Section 1.06 No Rights as an Employee or Service Provider. Nothing in the Plan or in any right granted under the Plan shall confer upon any Participant any right to continue in the employment or service of the Company or any of its affiliates for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any of its affiliates, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.
Section 1.07 Securities Law Requirements. All Offers of Shares under the Plan are intended to comply with the exemption from registration under the Securities Act of 1933 pursuant to Rule 701 under that Act. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations.
Section 1.08 Amendment or Discontinuance. The Administrator shall have the right to amend, suspend or terminate the Plan at any time and without notice.
Section 1.09 Governing Law. Except as to matters of federal law, this Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to conflicts of law principles.
Section 1.10 Effectiveness. The Plan is effective as of August , 2007 and shall remain in effect unless and until terminated by action of the
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Administrator. To record the adoption of the Plan by the Company on August , 2007, the Company has caused this Plan document to be executed as of such date.
| ADOPTED AND APPROVED: | |||||
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| SYMBION HOLDINGS | ||||
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| By: | /s/ Richard E. Francis, Jr. | |||
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| Name: | Richard E. Francis, Jr. | |||
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| Title: | Chief Executive Officer | |||
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