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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 3.1
AMENDED CERTIFICATE OF INCORPORATION
OF
SYMBION, INC.
August 23, 2007
FIRST: The name of the corporation is Symbion, Inc. (the “Corporation”).
SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.
FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.
SEVENTH: The Corporation expressly elects not to be governed by Section 203 of Delaware Law.
EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of Delaware Law or (d) for any transaction from which the director derived an improper personal benefit. If Delaware Law is amended to authorize corporate action eliminating or further limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by Delaware Law, as so amended. Any repeal or modification of the foregoing by the stockholders shall not adversely
affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. Until the foregoing provisions become effective, the liability of the directors shall be limited to the full extent permitted by law.
NINTH: The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent authorized or permitted by Delaware Law (as now or hereafter in effect), any person (or the estate of any person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent authorized or permitted by Delaware Law (as now or hereafter in effect), nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may have or hereafter acquire under this Certificate of Incorporation or the Bylaws of the Corporation or under any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing by amendment or operation of law shall not adversely affect any right of a director, officer or employee of the Corporation existing at the time of such repeal or modification.
TENTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.