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Inphynet South Broward Inc, et al. – ‘S-4’ on 5/25/04 – EX-3.100

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

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  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-3.100   —   Articles of Incorporation

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Exhibit 3.100 ARTICLES OF INCORPORATION OF KING WENDEL RAGONA ROSENDORF RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A. The undersigned subscribers to these articles of professional service corporation, each a natural person competent to contract, and each admitted to practice as a radiologist under the laws of the State of Florida do hereby associate themselves together to form a professional service corporation under the laws of the State of Florida. ARTICLE I - NAME The name of this corporation is King Wendel Ragona Rosendorf RADIOLOGY ASSOCIATES OF HOLLYWOOD, P.A. ARTICLE II - NATURE OF BUSINESS The nature of the business to be transacted by this professional service corporation is to render professional medical services to the general public and to do all things in connection therewith that are customarily done by licensed radiologists under the laws of the State of Florida, and, in accordance with "The Professional Service Corporation Act" of Florida; to invest its funds in real estate, mortgages, stocks, bonds or other types of investments; and to own real or personal property necessary for the rendering of professional services. This Corporation shall not engage in any business other than the practice of doctors of medicine. ARTICLE III - CAPITAL STOCK The maximum number of shares of stock that this Corporation is authorized to have outstanding at any one time is Ten Thousand (10,000) shares of common stock, having a
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nominal or par value of One Dollar ($1.00) per share. The consideration to be paid for each share shall be payable in lawful money of the United States of America, or in property, which in the judgment of the Board of Directors, shall be of the valuation equivalent to the value of the stock to be issued. ARTICLE IV - INITIAL CAPITAL The amount of capital with which this corporation will begin business is Eight Hundred Dollars ($800.00). ARTICLE V - TERM OF EXISTENCE This Corporation will exist perpetually. ARTICLE VI - ADDRESS The initial post office address of the principal office of this Corporation in the State of Florida is Memorial Hospital, 3501 Johnson Street, Hollywood, Florida. The Board of Directors may from time to time move the principal office to any other address in Florida. ARTICLE VII - DIRECTORS This Corporation shall have four (4) directors, initially. The number of directors may be increased or diminished from time to time by by-laws adopted by the stockholders. ARTICLE VIII - INITIAL DIRECTORS The names and post office addresses of the members of the first Board of Directors and Officers are: [Download Table] NAME OFFICE ADDRESS ---- ------ ------- William B. King President 5024 Buchanan Street Hollywood, Florida A. Paul Wendel Vice President Memorial Hospital Hollywood, Florida Robert F. Ragona Treasurer Memorial Hospital Hollywood, Florida 2
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[Download Table] Leonard Rosendorf Secretary 5517 Jefferson Street Hollywood, Florida set our hands and seals, this 3rd day of October, 1968. /s/ William B. King (SEAL) ------------------------------ William B. King /s/ A. Paul Wendel (SEAL) ------------------------------ A. Paul Wendel /s/ Leonard Rosendorf (SEAL) ------------------------------ Leonard Rosendorf STATE OF FLORIDA ) ) ss. COUNTY OF BROWARD ) Before me, the undersigned authority, an officer duly authorized to administer oaths and take acknowledgments, personally appeared William B. King, A. Paul Wendel and Leonard Rosendorf, to me well known to be the persons who executed the foregoing Articles of Incorporation and they acknowledged before me that they executed the same freely and voluntarily for the purpose therein expressed. WITNESS my hand and official seal this 3rd day of October, 1968. ____________________________________ Notary Public My commission expires: 3
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Filing Submission 0000950123-04-006763   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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