Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Ardent Health Services - Form S-1 HTML 3.43M
2: EX-3.1 EX-3.1 Ardent Health - Certificate of Formation 1 48K
11: EX-3.10 EX-3.10 Ahs Kentucky Holdings Bylaws 16 103K
101: EX-3.100 EX-3.100 Certificate of Formation Lebanon Hospital 1 48K
102: EX-3.101 EX-3.101 Operating Agreement Lebanon Hospital 5 55K
103: EX-3.102 EX-3.102 Mesilla Valley Agreement & Certificate 24 89K
104: EX-3.103 EX-3.103 Mesilla Valley Articles of Incorporation 4 55K
105: EX-3.104 EX-3.104 Mesilla Valley Mental Health Bylaws 2 51K
106: EX-3.105 EX-3.105 Northern Indiana Hospital Certificate 1 48K
107: EX-3.106 EX-3.106 Northern Indiana Hospital Agreement 6 57K
108: EX-3.107 EX-3.107 Valle Vista Hospital Certificate 2 49K
109: EX-3.108 EX-3.108 Valle Vista LLC Operating Agreement 6 57K
110: EX-3.109 EX-3.109 Certificate of Formation Willow Springs 1 48K
12: EX-3.11 EX-3.11 Ahs Kentucky Hospitals Certficate 2 53K
111: EX-3.110 EX-3.110 Operating Agreement of Willow Springs 5 55K
13: EX-3.12 EX-3.12 Ahs Kentucky Hospitals Bylaws 16 103K
14: EX-3.13 EX-3.13 Ahs Louisiana Certificate of Incorporation 2 52K
15: EX-3.14 EX-3.14 Ahs Louisiana Holdings Bylaws 13 80K
16: EX-3.15 EX-3.15 Ahs Louisiana Hospitals Certificate 2 53K
17: EX-3.16 EX-3.16 Ahs Louisiana Hospitals Bylaws 16 102K
18: EX-3.17 EX-3.17 Charter of Ahs Management Company, Inc. 4 59K
19: EX-3.18 EX-3.18 Bylaws of Ahs Management Company, Inc. 2 50K
20: EX-3.19 EX-3.19 Ahs New Mexico Incorporation Certificate 5 58K
3: EX-3.2 EX-3.2 Ardent Health - Limited Liability Agreement 72 258K
21: EX-3.20 EX-3.20 Bylaws of Ahs New Mexico Holdings, Inc. 14 112K
22: EX-3.21 EX-3.21 Ahs Research & Review Certificate 3 53K
23: EX-3.22 EX-3.22 Ahs Research & Review Company Agreement 17 99K
24: EX-3.23 EX-3.23 Ahs Samaritan Hospital Articles 2 50K
25: EX-3.24 EX-3.24 Ahs Samaritan Operating Agreement 21 138K
26: EX-3.25 EX-3.25 Ahs S.E.D Medical Laboratories Articles 7 59K
27: EX-3.26 EX-3.26 Bylaws of Ahs S.E.D Medical Laboratories 2 52K
28: EX-3.27 EX-3.27 Ahs Summit Hospital Formation Certificate 1 48K
29: EX-3.28 EX-3.28 Ahs Summit Hospital Company Agreement 21 137K
30: EX-3.29 EX-3.29 Ardent Medical Services Incorporation 5 55K
4: EX-3.3 EX-3.3 Ardent Health - Incorporation Certificate 5 57K
31: EX-3.30 EX-3.30 Bylaws of Ardent Medical Services 14 102K
32: EX-3.31 EX-3.31 Behavioral Healthcare Corp Certificate 3 58K
33: EX-3.32 EX-3.32 Behavioral Healthcare Amended Bylaws 15 97K
34: EX-3.33 EX-3.33 Bhc Alhambra Hospital, Inc. Charter 3 56K
35: EX-3.34 EX-3.34 Bylaws of Bhc Alhambra Hospital, Inc. 2 50K
36: EX-3.35 EX-3.35 Charter of Bhc Belmont Pines Hospital 3 56K
37: EX-3.36 EX-3.36 Bylaws of Belmont Pines Hospital 2 50K
38: EX-3.37 EX-3.37 Articles of Incorporation Bhc Cedar Vista 3 51K
39: EX-3.38 EX-3.38 Bylaws of Bhc Cedar Vista Hospital 4 54K
40: EX-3.39 EX-3.39 Charter of Bhc Columbus Hospital, Inc. 4 58K
5: EX-3.4 EX-3.4 Bylaws of Ardent Health Services 2 50K
41: EX-3.40 EX-3.40 Bylaws of Bhc Columbus Hospital, Inc. 2 50K
42: EX-3.41 EX-3.41 Charter of Bhc Fairfax Hospital, Inc. 3 56K
43: EX-3.42 EX-3.42 Bylaws of Bhc Fairfax Hospital, Inc. 2 50K
44: EX-3.43 EX-3.43 Charter of Bhc Fox Run Hospital, Inc. 3 56K
45: EX-3.44 EX-3.44 Bylaws of Bhc Fox Run Hospital, Inc. 2 50K
46: EX-3.45 EX-3.45 Charter of Bhc Fremont Hospital, Inc. 3 56K
47: EX-3.46 EX-3.46 Bylaws of Bhc Fremont Hospital, Inc. 2 50K
48: EX-3.47 EX-3.47 Charter of Bhc Gulf Coast Management 3 56K
49: EX-3.48 EX-3.48 Bylaws of Bhc Gulf Coast Management 2 50K
50: EX-3.49 EX-3.49 Bhc Health Services Articles 4 55K
6: EX-3.5 EX-3.5 Ahs Albuquerque - Articles of Incorporation 4 55K
51: EX-3.50 EX-3.50 Bylaws Bhc Health Services of Nevada 2 49K
52: EX-3.51 EX-3.51 Charter of Bhc Heritage Oaks Hospital 3 56K
53: EX-3.52 EX-3.52 Bylaws of Bhc Heritage Oaks Hospital 2 50K
54: EX-3.53 EX-3.53 Bhc Hospital Holdings Certificate 2 50K
55: EX-3.54 EX-3.54 Bylaws of Bhc Hospital Holdings, Inc. 16 104K
56: EX-3.55 EX-3.55 Charter of Bhc Intermountain Hospital 3 56K
57: EX-3.56 EX-3.56 Bylaws of Bhc Intermountain Hospital, Inc. 2 50K
58: EX-3.57 EX-3.57 Charter of Bhc Lebanon Hospital, Inc. 4 58K
59: EX-3.58 EX-3.58 Bylaws of Bhc Lebanon Hospital, Inc. 2 50K
60: EX-3.59 EX-3.59 Bhc Management Holdings Certificate 2 50K
7: EX-3.6 EX-3.6 Ahs Albuquerque Operating Agreement 17 121K
61: EX-3.60 EX-3.60 Bylaws of Bhc Management Holdings, Inc. 16 104K
62: EX-3.61 EX-3.61 Certificate of Formation Bhc Management 1 48K
63: EX-3.62 EX-3.62 Bhc Management Services Agreement 6 60K
64: EX-3.63 EX-3.63 Certificate of Formation Bhc Management 1 48K
65: EX-3.64 EX-3.64 Bhc Management of Indiana Co. Agreement 6 55K
66: EX-3.65 EX-3.65 Bhc Management of Kentucky Certifcate 2 50K
67: EX-3.66 EX-3.66 Bhc Management of Kentucky Agreement 6 55K
68: EX-3.67 EX-3.67 Bhc Services New Mexico Certifcate 2 51K
69: EX-3.68 EX-3.68 Bhc Services New Mexico Agreement 6 55K
70: EX-3.69 EX-3.69 Bhc Services Streamwood, LLC Certificate 2 50K
8: EX-3.7 EX-3.7 Ahs Cumberland Articles of Organization 1 48K
71: EX-3.70 EX-3.70 Bhc Services Streamwood, LLC Agreement 6 55K
72: EX-3.71 EX-3.71 Bhc Meadows Partner Certificate 5 58K
73: EX-3.72 EX-3.72 Bylaws of Bhc Meadows Partner, Inc. 2 50K
74: EX-3.73 EX-3.73 Bhc Montevista Hospital Articles 4 56K
75: EX-3.74 EX-3.74 Bylaws of Bhc Montevista Hospital, Inc. 2 49K
76: EX-3.75 EX-3.75 Bhc Northwest Certificate of Formation 1 48K
77: EX-3.76 EX-3.76 Bhc Northwest Company Agreement 19 102K
78: EX-3.77 EX-3.77 Agreement of Partnership of Bhc Indiana 17 96K
79: EX-3.78 EX-3.78 Charter of Bhc of Northern Indiana, Inc. 4 59K
80: EX-3.79 EX-3.79 Bylaws of Bhc of Northern Indiana, Inc. 2 50K
9: EX-3.8 EX-3.8 Ahs Cumberland Operating Agreement 17 120K
81: EX-3.80 EX-3.80 Bhc Service Kentucky Formation Certificate 2 51K
82: EX-3.81 EX-3.81 Bhc Services Kentucky Company Agreement 6 55K
83: EX-3.82 EX-3.82 Charter of Bhc Pinnacle Pointe Hospital 3 56K
84: EX-3.83 EX-3.83 Bylaws of Bhc Pinnacle Pointe Hospital 2 50K
85: EX-3.84 EX-3.84 Charter of Bhc Properties, Inc. 3 57K
86: EX-3.85 EX-3.85 Bylaws of Bhc Properties, Inc. 2 50K
87: EX-3.86 EX-3.86 Charter of Bhc Sierra Vista Hospital, Inc. 3 56K
88: EX-3.87 EX-3.87 Bylaws of Bhc Sierra Vista Hospital, Inc. 2 50K
89: EX-3.88 EX-3.88 Charter of Bhc Spirit of St Louis Hospital 3 56K
90: EX-3.89 EX-3.89 Bylaws of Bhc Spirit of St Louis Hospital 2 50K
10: EX-3.9 EX-3.9 Ahs Kentucky Certificate of Incorporation 2 53K
91: EX-3.90 EX-3.90 Charter of Bhc Streamwood Hospital, Inc. 3 56K
92: EX-3.91 EX-3.91 Bylaws of Bhc Streamwood Hospital, Inc. 2 50K
93: EX-3.92 EX-3.92 Charter of Bhc Valle Vista Hospital, Inc. 3 56K
94: EX-3.93 EX-3.93 Bylaws of Bhc Valle Vista Hospital, Inc. 2 50K
95: EX-3.94 EX-3.94 Articles of Incorporation Bhc Windsor 4 55K
96: EX-3.95 EX-3.95 Bylaws of Bhc Windsor Hospital, Inc. 4 52K
97: EX-3.96 EX-3.96 Columbus Hospital Certificate of Formation 1 48K
98: EX-3.97 EX-3.97 Operating Agreement of Columbus Hospital 5 56K
99: EX-3.98 EX-3.98 Indiana Psychiatric Institutes Certificate 8 68K
100: EX-3.99 EX-3.99 Bylaws of Indiana Psychiatric Institutes 23 123K
112: EX-4.1 EX-4.1 Ardent Health Services Indenture 08/19/03 140 535K
113: EX-4.4 EX-4.4 Amended Intercompany Promissory Note 5 60K
114: EX-4.5 EX-4.5 Amended and Restated Security Agreement 21 114K
115: EX-4.6 EX-4.6 Intercreditor and Subordination Agreement 18 117K
116: EX-4.7 EX-4.7 Collateral Assignment 7 63K
117: EX-4.8 EX-4.8 Registration Rights Agreement 26 146K
118: EX-5.1 EX-5.1 Opinion of Ropes & Gray LLP 3 53K
119: EX-10.1 EX-10.1 Ardent Health Credit Agreement 08/19/03 124 596K
128: EX-10.10 EX-10.10 Employment Agreement N Becker 05/05/03 10 85K
129: EX-10.11 EX-10.11 Employment Agreement J Hopping 06/01/02 10 88K
130: EX-10.12 EX-10.12 Employment Agreement V Westrich 09/13/01 10 85K
131: EX-10.13 EX-10.13 Indemnification Agreement Page Barnes 10 80K
132: EX-10.14 EX-10.14 Indemnification Agreement J Hopping 10 80K
133: EX-10.15 EX-10.15 Indemnification Agreement S Petrovich 10 80K
134: EX-10.16 EX-10.16 Indemnification Agreement D Vanderwater 10 80K
135: EX-10.17 Ex-10.16 Indemnification Agreement V Westrich 10 80K
120: EX-10.2 Ardent Health - 10.2% Senior Notes 08/15/14 19 113K
121: EX-10.3 EX-10.3 Adrent Health Option & Unit Plan 12 88K
122: EX-10.4 EX-10.4 Non Qualified Interest Option Agreement 9 73K
123: EX-10.5 EX-10.5 Ardent Subscription Agreement 09/25/01 25 115K
124: EX-10.6 EX-10.6 Ardent Subscription Agreement 12/11/02 30 146K
125: EX-10.7 EX-10.7 Professional Services Agreement 12/11/02 4 55K
126: EX-10.8 EX-10.8 Letter Agreement 01/30/02 3 55K
127: EX-10.9 EX-10.9 Employment Agreement Page Barnes 05/02/01 11 86K
136: EX-12 EX-12 Computation of Ratios Statement 2± 51K
137: EX-21 EX-21 Subsidiaries of Ardent Health Services LLC 3 53K
138: EX-23.1 EX-23.1 Consent of Kpmg LLP 1 48K
139: EX-23.2 EX-23.2 Consent of Ernst & Young LLP 4 51K
140: EX-23.3 EX-23.3 Consent of Pricewaterhousecoopers LLP 1 47K
141: EX-25 EX-25 Form T-1 Statement of Eligibility 8 88K
142: EX-99.1 EX-99.1 Letter of Transmittal 18 121K
143: EX-99.2 EX-99.2 Notice of Guaranteed Delivery 4 60K
144: EX-99.3 EX-99.3 Form of Letter to Brokers 2 51K
145: EX-99.4 EX-99.4 Form of Letter to Clients 3 55K
EX-3.29 — EX-3.29 Ardent Medical Services Incorporation
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EXHIBIT 3.29
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/01/2001
010254551 - 3398905
CERTIFICATE OF INCORPORATION
OF
ARDENT HEALTH SERVICES. INC.
FIRST: The name of the Corporation is
ARDENT HEALTH SERVICES, INC.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington Delaware 19808, County of New Castle. The name of the Corporation's
registered agent at agent address is Corporation Service Company.
THIRD: The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The Corporation shall have authority to issue 1,000
shares of Common Stock, $.01 par value.
FIFTH: The name and mailing address of the sole incorporator
of the Corporation are as follows:
Michael B. Pereira
45 Rockefeller Plaza
New York, N.Y. 10111
SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
Bylaws of the Corporation, subject to the power of the stockholdors of the
Corporation to alter or repeal any Bylaw made by the Board of Directors.
SEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation; and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.
EIGHTH: (a) The Corporation shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities and other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(b) No person shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duly of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of Delaware is
subsequently amended to further eliminate or limit the liability of a director,
then a director of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by
2
the amended General Corporation Law of the State of Delaware. For purposes of
this Article EIGHTH, "fiduciary duty as a director" shall include any fiduciary
duty arising out of serving at the Corporation's request as a director of
another corporation, partnership, joint venture or other enterprise, and
"personal liability to the Corporation or its stockholder" shall include any
liability to such other corporation, partnership, joint venture, trust or other
enterprise, and any liability to the Corporation in its capacity as a security
holder, joint venturer, partner, beneficiary, creditor or investor of or in any
such other corporation, partnership, joint venture, trust or other enterprise.
3
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make this Certificate,
hereby declaring, certifying and acknowledging under penalties of perjury that
the facts herein stated are true and that this Certificate is his act and deed,
and accordingly has hereunto set his hand, this 1st day of June 2001,
/s/ Michael B. Pereira
----------------------
Michael B. Pereira
Incorporator
4
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/12/2001
010281518 - 3398905
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL OF
ARDENT HEALTH SERVICES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Ardent Medical Services, Inc. The Corporation was originally
incorporated under the name Ardent Health Services, Inc., and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware on June 1,2000.
2. The Corporation has not received any payment for any
of its stock.
3. The certificate of incorporation of the Corporation
is hereby amended by striking out the FIRST Article thereof and by substituting
in lieu of said Article the following new article:
"First: The name of the Corporation is
ARDENT MEDICAL SERVICES, INC.
4. The amendment of the certificate of incorporation
of the Corporation herein certified was duly adopted, pursuant to the provisions
of Section 241 of the General Corporation Law of the State of Delaware, by the
sole incorporator, no directors having been named in the certificate of
incorporation and no directors having been elected.
Signed on June 12,2001
By: /s/ Michael B. Pereira
----------------------
Michael B. Pereira
Sole Incorporator
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