Wichita Treatment Center Inc.

Filing Type: S-4
Filing Date: 20060621

Documents

FORM S-4
S-4
AGREEMENT AND PLAN OF MERGER
EX-2.1
CERTIFICATE OF INCORPORATION OF CRC HEALTH CORPORATION
EX-3.1
CERTIFICATE OF INCORPORATION OF 4THERAPY.COM NETWORK
EX-3.2.1
CERTIFICATE OF INCORPORATION OF ADVANCED TREATMENT SYSTEMS, INC.
EX-3.2.2
CERTIFICATE OF INCORPORATION OF ATS OF CECIL COUNTY, INC.
EX-3.2.3
CERTIFICATE OF INCORPORATION OF ATS OF DELAWARE, INC.
EX-3.2.4
CERTIFICATE OF INCORPORATION OF ATS OF NORTH CAROLINA, INC.
EX-3.2.5
CERTIFICATE OF INCORPORATION OF BATON ROUGE TREATMENT CENTER, INC.
EX-3.2.6
CERTIFICATE OF INCORPORATION OF BECKLEY TREATMENT CENTER, INC.
EX-3.2.7
CERTIFICATE OF INCORPORATION OF BGI OF BRANDYWINE, INC.
EX-3.2.8
CERTIFICATE OF INCORPORATION OF BOWLING GREEN INN OF PENSACOLA, INC.
EX-3.2.9
CERTIFICATE OF INCORPORATION OF BOWLING GREEN INN OF SOUTH DAKOTA, INC.
EX-3.2.10
CERTIFICATE OF INCORPORATION OF CAPS OF VIRGINIA, INC.
EX-3.2.11
CERTIFICATE OF INCORPORATION OF CARTERSVILLE CENTER, INC.
EX-3.2.12
CERTIFICATE OF INCORPORATION OF CHARLESTON TREATMENT CENTER INC.
EX-3.2.13
CERTIFICATE OF INCORPORATION OF CLARKSBURG TREATMENT CENTER, INC.
EX-3.2.14
CERTIFICATE OF INCORPORATION OF COMPREHENSIVE ADDICTION PROGRAMS, INC.
EX-3.2.15
CERTIFICATE OF INCORPORATION OF CORAL HEALTH SERVICES, INC.
EX-3.2.16
CERTIFICATE OF INCORPORATION OF CRC ED TREATMENT, INC.
EX-3.2.17
CERTIFICATE OF INCORPORATION OF CRC RECOVERY, INC.
EX-3.2.18
CERTIFICATE OF INCORPORATION OF EAST INDIANA TREATMENT CENTER, INC.
EX-3.2.19
CERTIFICATE OF INCORPORATION OF EVANSVILLE TREATMENT CENTER, INC.
EX-3.2.20
CERTIFICATE OF INCORPORATION OF GALAX TREATMENT CENTER, INC.
EX-3.2.21
CERTIFICATE OF INCORPORATION OF GREENBRIAR TREATMENT CENTER, INC.
EX-3.2.22
CERTIFICATE OF INCORPORATION OF HUNTINGTON TREATMENT CENTER, INC.
EX-3.2.23
CERTIFICATE OF INCORPORATION OF INDIANAPOLIS TREATMENT CENTER, INC.
EX-3.2.24
CERTIFICATE OF INCORPORATION OF JAYCO ADMINISTRATION, INC.
EX-3.2.25
CERTIFICATE OF INCORPORATION OF JEFF-GRAND MANAGEMENT CO., INC.
EX-3.2.26
CERTIFICATE OF INCORPORATION OF KANSAS CITY TREATMENT CENTER, INC.
EX-3.2.27
CERTIFICATE OF INCORPORATION OF MINERAL COUNTY TREATMENT CENTER, INC.
EX-3.2.28
CERTIFICATE OF INCORPORATION OF MWB ASSOCIATES-MASSACHUSETTS, INC.
EX-3.2.29
CERTIFICATE OF INCORPORATION OF NATIONAL SPECIALTY CLINICS, INC.
EX-3.2.30
CERTIFICATE OF INCORPORATION OF NSC ACQUISITION CORP.
EX-3.2.31
CERTIFICATE OF INCORPORATION OF PARKERSBUR TREATMENT CENTER, INC.
EX-3.2.32
CERTIFICATE OF INCORPORATION OF RICHMOND TREATMENT CENTER, INC.
EX-3.2.33
CERTIFICATE OF INCORPORATION OF SAN DIEGO HEALTH ALLIANCE
EX-3.2.34
CERTIFICATE OF INCORPORATION OF SHELTERED LIVING INCORPORATED
EX-3.2.35
CERTIFICATE OF INCORPORATION OF SIERRA TUCSON INC.
EX-3.2.36
CERTIFICATE OF INCORPORATION OF SOUTHERN INDIANA TREATMENT CENTER, INC.
EX-3.2.37
CERTIFICATE OF INCORPORATION OF SOUTHERN W. VIRGINIA TREATMENT CENTER, INC.
EX-3.2.38
CERTIFICATE OF INCORPORATION OF SOUTHWEST ILLINOIS TREATMENT CENTER, INC.
EX-3.2.39
CERTIFICATE OF INCORPORATION OF STONEHEDGE CONVALESCENT CENTER, INC.
EX-3.2.40
CERTIFICATE OF INCORPORATION OF STONEHEDGE CONVALESCENT CENTER LP
EX-3.2.41
CERTIFICATE OF INCORPORATION OF THE CAMP RECOVERY CENTERS, LP
EX-3.2.42
CERTIFICATE OF INCORPORATION OF TRANSCULTURAL HEALTH DEVELOPEMENT, INC.
EX-3.2.43
CERTIFICATE OF INCORPORATION OF TREATMENT ASSOCIATES, INC.
EX-3.2.44
CERTIFICATE OF INCORPORATION OF VIRGINIA TREATMENT CENTER, INC.
EX-3.2.45
CERTIFICATE OF INCORPORATION OF VOLUNTEER TREATMENT CENTER, INC.
EX-3.2.46
CERTIFICATE OF INCORPORATION OF WCHS OF COLORADO (G) INC.
EX-3.2.47
CERTIFICATE OF INCORPORATION OF WCHS, INC.
EX-3.2.48
CERTIFICATE OF INCORPORATION OF WHEELING TREATMENT CENTER, INC.
EX-3.2.49
CERTIFICATE OF INCORPORATION OF WHITE DEER REALTY, LTD.
EX-3.2.50
CERTIFICATE OF INCORPORATION OF WHITE DEER RUN, INC.
EX-3.2.51
CERTIFICATE OF INCORPORATION OF WICHITA TREATMENT CENTER INC.
EX-3.2.52
CERTIFICATE OF INCORPORATION OF WILLIAMSON TREATMENT CENTER, INC.
EX-3.2.53
CERTIFICATE OF INCORPORATION OF WILMINGTON TREATMENT CENTER, INC.
EX-3.2.54
BY-LAWS OF CRC HEALTH CORPORATION
EX-3.3
BY-LAWS OF 4THERAPY.COMNETWORK
EX-3.4.1
BY-LAWS OF ADVANCED TREATMENT SYSTEMS, INC.
EX-3.4.2
BY-LAWS OF ATS OF CECIL COUNTY, INC.
EX-3.4.3
BY-LAWS OF ATS OF DELAWARE, INC.
EX-3.4.4
BY-LAWS OF ATS OF NORTH CAROLINA, INC.
EX-3.4.5
BY-LAWS OF BATON ROUGE TREATMENT CENTER, INC.
EX-3.4.6
BY-LAWS OF BECKLEY TREATMENT CENTER, INC.
EX-3.4.7
BY-LAWS OF BGI OF BRANDYWINE, INC.
EX-3.4.8
BY-LAWS OF BOWLING GREEN INN OF PENSACOLA, INC.
EX-3.4.9
BY-LAWS OF BOWLING GREEN INN OF SOUTH DAKOTA, INC.
EX-3.4.10
BY-LAWS OF CAPS OF VIRGINIA, INC.
EX-3.4.11
BY-LAWS OF CARTERSVILLE CENTER, INC.
EX-3.4.12
BY-LAWS OF CHARLESTON TREATMENT CENTER, INC.
EX-3.4.13
BY-LAWS OF CLARKSBURG TREATMENT CENTER, INC.
EX-3.4.14
BY-LAWS OF COMPREHENSIVE ADDICTION PROGRAMS, INC.
EX-3.4.15
BY-LAWS OF CORAL HEALTH SERVICE, INC.
EX-3.4.16
BY-LAWS OF CRC ED TREATMENT, INC.
EX-3.4.17
BY-LAWS OF CRC RECOVERY, INC.
EX-3.4.18
BY-LAWS OF EAST INDIANA TREATMENT CENTER, INC.
EX-3.4.19
BY-LAWS OF EVANSVILLE TREATMENT CENTER, INC.
EX-3.4.20
BY-LAWS OF GALAX TREATMENT CENTER, INC.
EX-3.4.21
BY-LAWS OF GREENBRIAR TREATMENT CENTER, INC.
EX-3.4.22
BY-LAWS OF HUNTINGTON TREATMENT CENTER, INC.
EX-3.4.23
BY-LAWS OF INDIANAPOLIS TREATMENT CENTER, INC.
EX-3.4.24
BY-LAWS OF JAYCO ADMINISTRATION, INC.
EX-3.4.25
BY-LAWS OF JEFF-GRAND MANAGEMENT CO., INC.
EX-3.4.26
BY-LAWS OF KANSAS CITY TREATMENT CENTER, INC.
EX-3.4.27
BY-LAWS OF MINERAL COUNTY TREATMENT CENTER, INC.
EX-3.4.28
BY-LAWS OF MWB ASSOCIATES-MASSACHUSETTS, INC.
EX-3.4.29
BY-LAWS OF NATIONAL SPECIALTY CLINICS, INC.
EX-3.4.30
BY-LAWS OF NSC ACQUISITION CORP.
EX-3.4.31
BY-LAWS OF PARKERSBURG TREATMENT CENTER, INC.
EX-3.4.32
BY-LAWS OF RICHMOND TREATMENT CENTER, INC.
EX-3.4.33
BY-LAWS OF SAN DIEGO HEALTH ALLIANCE
EX-3.4.34
BY-LAWS OF SHELTERED LIVING INCORPORATED
EX-3.4.35
BY-LAWS OF SIERRA TUSCON INC.
EX-3.4.36
BY-LAWS OF SOUTHERN INDIANA TREATMENT CENTER, INC.
EX-3.4.37
BY-LAWS OF SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC.
EX-3.4.38
BY-LAWS OF SOUTHWEST ILLINOIS TREATMENT CENTER, INC.
EX-3.4.39
BY-LAWS OF STONEHEDGE CONVALESCENT CENTER, INC.
EX-3.4.40
BY-LAWS OF TRANSCULTURAL HEALTH DEVELOPMENT, INC.
EX-3.4.41
BY-LAWS OF TREATMENT ASSOCIATES, INC.
EX-3.4.42
BY-LAWS OF VIRGINIA TREATMENT CENTER, INC.
EX-3.4.43
BY-LAWS OF VOLUNTEER TREATMENT CENTER
EX-3.4.44
BY-LAWS OF WCHS COLORADO (G), INC.
EX-3.4.45
BY-LAWS OF WCHS, INC.
EX-3.4.46
BY-LAWS OF WHEELING TREATMENT CENTER
EX-3.4.47
BY-LAWS OF WHITE DEER REALTY
EX-3.4.48
BY-LAWS OF WHITE DEER RUN, INC.
EX-3.4.49
BY-LAWS OF WICHITA TREATMENT CENTER
EX-3.4.50
BY-LAWS OF WILLIAMSON TREATMENT CENTER
EX-3.4.51
BY-LAWS OF WILMINGTON TREATMENT CENTER
EX-3.4.52
PARTNERSHIP AGREEMENT OF CALIFORNIA TREATMENT CENTER
EX-3.5
PARTNERSHIP AGREEMENT OF MILWAUKEE HEALTH SERVICES SYSTEMS
EX-3.6
PARTERSHIP AGREEMENT OF SAN DIEGO TREATMENT SERVICES
EX-3.7
LIMITED PARTNERSHIP AGREEMENT OF THE CAMP RECOVERY CENTERS, L.P.
EX-3.8
INDENTURE
EX-4.1
REGISTRATION RIGHTS AGREEMENT
EX-4.2
OPINION OF ROPES & GRAY
EX-5.1
OPINION OF DLA PIPER RUDNICK GRAY CARY US LLP - CALIFORNIA
EX-5.2
OPINION OF DLA PIPER RUDNICK GRAY CARY US LLP - ILLINOIS
EX-5.3
OPINION OF DLA PIPER RUDNICK GRAY CARY US LLP - TEXAS
EX-5.4
OPINION OF POWELL GOLDSTEIN LLP
EX-5.5
OPINION OF BARNES & THORNBURG
EX-5.6
OPINION OF FOULSTON SIEFKIN LLP
EX-5.7
OPINION OF LISKOW & LEWIS, A PLC
EX-5.8
OPINION OF WOODBURN AND WEDGE
EX-5.9
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
EX-5.10
OPINION OF TRAUGER & TUKE
EX-5.11
OPINION OF HIRSCHLER FLEISCHER
EX-5.12
OPINION OF STEPTOE & JOHNSON PLLC
EX-5.13
OPINION OF LAFOLLETTE GODFREY & KAHN
EX-5.14
CREDIT AGREEMENT
EX-10.1
SECURITY AGREEMENT
EX-10.2
GUARANTEE AGREEMENT
EX-10.3
MANAGEMENT AGREEMENT WITH BAIN
EX-10.4
EMPLOYMENT AGREEMENT BETWEEN BARRY KARLIN, CRC HEALTH GROUP, INC. AND CRC HEALTH
EX-10.5
STOCKHOLDER AGREEMENT AMONG CRC HEALTH GROUP, INC.
EX-10.6
FORM OF EXECUTIVE LETTER AGREEMENT
EX-10.7
2006 EXECUTIVE INCENTIVE PLAN
EX-10.8
2006 MANAGEMENT INCENTIVE PLAN
EX-10.9
FORM OF SENIOR EXECUTIVE OPTION
EX-10.10
FORM OF EXECUTIVE OPTION CERTIFICATE
EX-10.11
FORM OF MANAGEMENT TIME VESTING OPTION CERTIFICATE
EX-10.12
FORM OF SUBSTITUTE OPTION CERTIFICATE
EX-10.13
ROLLOVER AND SUBSCRIPTION AGREEMENT BETWEEN CRCA HOLDINGS AND CRC HEALTH GROUP
EX-10.14
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-12
SUBSIDIARIES OF CRC HEALTH CORPORATION
EX-21
CONSENT OF DELOITTE & TOUCHE LLP
EX-23.1
CONSENT OF ERNST & YOUNG LLP
EX-23.2
STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1
EX-25
FORM OF LETTER OF TRANSMITTAL
EX-99.1
FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.2