SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Inphynet South Broward Inc, et al. – ‘S-4’ on 5/25/04 – EX-3.12

On:  Tuesday, 5/25/04, at 6:40am ET   ·   Accession #:  950123-4-6763   ·   File #s:  333-115824, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52

Previous ‘S-4’:  ‘S-4/A’ on 1/5/00   ·   Next:  ‘S-4/A’ on 8/19/04   ·   Latest:  ‘S-4/A’ on 5/15/06

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/25/04  Inphynet South Broward Inc        S-4                   42:2.6M                                   RR Donnelley/FA
          Team Health Inc
          Daniel & Yeager Inc
          Drs. Sheer Ahearn & Associates Inc
          Emergency Coverage Corp
          Mangold Karl G Inc
          Rosendorf Margulies Borushok & Shoenbaum Radiology Ass of Ho
          Southeastern Emergency Physicians of Memphis Inc
          Southeastern Emergency Physicians Inc
          Charles L Springfield Inc
          Team Health Financial Services Inc
          Team Radiology Inc
          Emergency Associates for Medicine Inc
          Team Health Southwest LP
          Team Health Billing Services LP
          MT Diablo Emergency Physicians Partnership
          After Hours Pediatric, Inc.
          American Clinical Resources, Inc.
          Correctional Healthcare Advantage, Inc.
          Cullman Emergency Physicians, Inc.
          Greenbrier Emergency Physicians, Inc.
          Healthcare Alliance, Inc.
          Kelly Medical Services Corp
          Medical Management Resources Inc.
          Medical Services, Inc.
          Physicians Integration Consulting Services, Inc.
          Spectrum Cruise Care, Inc.
          Spectrum Healthcare Resources, Inc.
          Spectrum Healthcare Services, Inc.
          Spectrum Primary Care, Inc.
          Team Anesthesia, Inc.
          Team Health Anesthesia Management Services, Inc.
          TH Contracting Midwest, LLC
          Access Nurse PM, Inc.
          Erie Shores Emergency Physicians, Inc.
          Spectrum Healthcare, Inc
          Spectrum Healthcare Resources of Delaware, Inc.
          Spectrum Primary Care of Delaware
          Clinic Management Services Inc
          Emergency Physician Associates Inc
          Med Assure Systems Inc
          Metroamerican Radiology Inc
          Emergency Professional Services Inc
          Northwest Emergency Physicians Inc
          Fischer Mangold Partnership
          Paragon Contracting Services Inc
          Herschel Fisher Inc
          Paragon Healthcare Ltd Partnership
          Imbs Inc
          Quantum Plus Inc
          Inphynet Contracting Services Inc
          Inphynet Hospital Services Inc
          Reich Seidelman & Janicki Co

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Original Filing on Form S-4: Team Health Etal       HTML   1.96M 
 2: EX-1.1      Purchase Agreement                                    43    146K 
21: EX-3.100    Articles of Incorporation                              3     30K 
22: EX-3.114    Amended and Restated By-Laws                          13     73K 
 7: EX-3.12     Certificate of Amendment                               2     29K 
23: EX-3.123    Amended and Restated By-Laws                          13     73K 
24: EX-3.127    Amended and Restated by Laws                          13     73K 
25: EX-3.129    Charter                                                2     27K 
 8: EX-3.13     Amended and Restated By-Laws                          16     81K 
26: EX-3.130    Bylaws                                                 6     35K 
27: EX-3.133    Certificate of Amendment                               1     26K 
28: EX-3.145    Operating Agreement                                   20     82K 
 9: EX-3.28     Articles of Amendment                                  1     27K 
10: EX-3.32     Articles of Amendment                                  5     35K 
11: EX-3.49     Amended Code of Regulations                            9     51K 
 3: EX-3.5      By-Laws                                               14     68K 
12: EX-3.50     Charter                                                2     29K 
13: EX-3.51     Code of Regulations                                    8     48K 
 4: EX-3.6      Articles of Incorporation                              2     29K 
14: EX-3.63     Articles of Amendment                                  2     26K 
15: EX-3.64     Articles of Amendment                                  1     26K 
16: EX-3.65     Articles of Amendment                                  1     26K 
 5: EX-3.7      Bylaws                                                 6     35K 
17: EX-3.70     Articles of Amendment                                  2     26K 
18: EX-3.80     Articles of Incorporation                              3     29K 
19: EX-3.81     Articles of Amendment                                  1     26K 
20: EX-3.82     Bylaws                                                12     65K 
 6: EX-3.9      Articles of Amendment                                  1     26K 
29: EX-5.1      Opinion of Kirkland & Ellis Llo                        5     41K 
38: EX-5.10     Opinion of Bowles Rice McDavid Graff & Love Pllc       3     35K 
39: EX-5.11     Opinion of Law Offices of Eisenhower Carlson Pllc      4     39K 
30: EX-5.2      Opinion of Haskell Slaughter Young Et Al               2     33K 
31: EX-5.3      Opinion of Foley & Lardner                             4     37K 
32: EX-5.4      Opinion of Blackwell Sanders Peper Martin LLP          3     34K 
33: EX-5.5      Opinion of Sherman Silverstein Kohl Rose Podolsky      4     38K 
34: EX-5.6      Opinion of Parker Poe Adams & Bernstein LLP            5     40K 
35: EX-5.7      Opinion of Ulmer & Berne LLP                           4     36K 
36: EX-5.8      Opinion of London & Amburn Pc                          5     39K 
37: EX-5.9      Opinion of Durham Jones and Pinegar                    2     33K 
40: EX-12.1     Statement Re Computation of Ratio of Earnings          1     28K 
41: EX-23.1     Consent of Ernst & Young LLP                           1     26K 
42: EX-25.1     T-1                                                    7     41K 


EX-3.12   —   Certificate of Amendment
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"First
EX-3.121st Page of 2TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 3.12 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SPECTRUM HEALTHCARE NATIONWIDE, INC. DATED DECEMBER 10, 2002 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SPECTRUM HEALTHCARE NATIONWIDE, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned corporation (the "Corporation") adopts the following Certificate of Amendment to its Certificate of Incorporation: FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows: I. The name of the Corporation is AMERICAN CLINICAL RESOURCES, INC.
EX-3.12Last Page of 2TOC1stPreviousNextBottomJust 2nd
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware FOURTH: That the capital of the Corporation shall not be reduced under or by any reason of said amendment. Dated this 10 day of December, 2002. SPECTRUM HEALTHCARE NATIONWIDE, INC. By /s/ Cathy Vivirito ----------------------------------- Its: President Cathy Vivirito and By /s/ John R. Stair ----------------------------------- Its: Assistant Secretary John R. Stair 2

Dates Referenced Herein

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
Filed on:5/25/04None on these Dates
12/10/021
 List all Filings 
Top
Filing Submission 0000950123-04-006763   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 5:27:14.1pm ET