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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Avem Health Partners, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 22, 2014 |
FPCG / First Physicians Capital Group, Inc. 15-12G - - FORM 15-12G Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-30326 FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of r |
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| December 5, 2014 |
EX-10.5 Exhibit 10.5 Waiver of Default In accordance with the terms of that certain Promissory Note, dated August 1, 2011 (the “Note”), granted by First Physicians Capital Group, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Holder”), the Holder hereby waives any and all claims or rights pursuant to the terms of the Note relating to the occurrence of an event prior to (and |
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| December 5, 2014 |
EX-10.4 Exhibit 10.4 WARRANT NO. FIRST PHYSICIANS CAPITAL GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective January 17, 2014 THE OFFER AND SALE OF THIS WARRANT (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF (THE “UNDERLYING SECURITIES”) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES |
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| December 5, 2014 |
EX-10.1 Exhibit 10.1 Waiver of Default In accordance with the terms of that certain Promissory Note, dated February 6, 2009 (the “Note”), granted by First Physicians Capital Group, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Holder”), the Holder hereby waives any and all claims or rights pursuant to the terms of the Note relating to the occurrence of an event prior to (a |
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| December 5, 2014 |
EX-10.2 Exhibit 10.2 Waiver of Default In accordance with the terms of that certain Promissory Note, dated February 1, 2012 (the “Note”), granted by First Physicians Capital Group, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Holder”), the Holder hereby waives any and all claims or rights pursuant to the terms of the Note relating to the occurrence of an event prior to (a |
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| December 5, 2014 |
MODIFICATION OF SETTLEMENT AND RELEASE AGREEMENT EX-10.2 Exhibit 10.2 Execution Version MODIFICATION OF SETTLEMENT AND RELEASE AGREEMENT Upon mutual execution by the Parties hereto, this document shall amend and modify that certain Confidential Settlement and Release Agreement (the “Agreement”) made and entered into on November 30, 2011 by and between Carol Schuster, an individual (“Schuster”), Michael Schuster, an individual (“Michael Schuster” |
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| December 5, 2014 |
Maturity Date Extension January 17, 2014 EX-10.3 Exhibit 10.3 Maturity Date Extension January 17, 2014 For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree to extend the maturity date of that certain Promissory Note, dated February 6, 2009 (the “Note”), granted by First Physicians Capital Group, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Holder”), to Ju |
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| December 5, 2014 |
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT EX-10.1 Exhibit 10.1 Execution Version CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT This Confidential Settlement and Release Agreement (this “Agreement”) is made and entered into on November 30, 2011 (the “Effective Date”) by and between Carol Schuster, an individual (“Schuster”), Michael Schuster, an individual (“Michael Schuster”), First Physicians Capital Group, Inc. (f/k/a Tri-Isthmus Group, |
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| December 5, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 (November 30, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other juri |
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| December 5, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 (January 30, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other juris |
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| October 31, 2014 |
FPCG / First Physicians Capital Group, Inc. POS AM - - POS AM POS AM As filed with the Securities and Exchange Commission on October 31, 2014 Registration No. |
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| October 31, 2014 |
FPCG / First Physicians Capital Group, Inc. POS AM - - POS AM POS AM As filed with the Securities and Exchange Commission on October 31, 2014 Registration No. |
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| October 27, 2014 |
FPCG / First Physicians Capital Group, Inc. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 27, 2014 Registration No. |
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| October 27, 2014 |
FPCG / First Physicians Capital Group, Inc. / First Physicians Capital Group, Inc. - SC 13E3/A SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) First Physicians Capital Group, Inc. William Houlihan Robert N. Schwartz, Ph.D. Richardson E. Sells Sean Kirrane Adrian Reeder SMP Investm |
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| October 21, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdiction of incorpor |
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| October 21, 2014 |
EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF FIRST PHYSICIANS CAPITAL GROUP, INC., a Delaware corporation ARTICLE I STOCKHOLDERS Section 1: Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such dat |
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| September 15, 2014 |
FPCG / First Physicians Capital Group, Inc. DEF 14A - - DEFINITIVE NOTICE & PROXY STATEMENT DEF 14A 1 d744327ddef14a.htm DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use |
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| September 15, 2014 |
FPCG / First Physicians Capital Group, Inc. / First Physicians Capital Group, Inc. - AMENDMENT NO. 3 Amendment No. 3 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) First Physicians Capital Group, Inc. William Houlihan Robert N. Schwartz, Ph.D. Richardson E. Sells Sean Kirrane A |
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| August 29, 2014 |
FPCG / First Physicians Capital Group, Inc. CORRESP - - August 29, 2014 BY EDGAR AND OVERNIGHT DELIVERY Geoff Kruczek Attorney-Advisor Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: First Physicians Capital Group, Inc. |
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| August 29, 2014 |
FPCG / First Physicians Capital Group, Inc. SC 13E3/A - - AMENDMENT NO. 2 Amendment No. 2 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) First Physicians Capital Group, Inc. William Houlihan Robert N. Schwartz, Ph.D. Richardson E. Sells Sean Kirrane A |
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| August 29, 2014 |
FPCG / First Physicians Capital Group, Inc. PRER14A - - PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| August 26, 2014 |
EX-99.1 Exhibit 99.1 Letter of Intent August 19, 2014 CONFIDENTIAL Mr. William A. Houlihan Chairman First Physicians Capital Group, Inc 433 N. Camden Drive Suite 810 Beverly Hills CA 90210 Tel: (310) 860 -2501 Fax: (310) 860-1864 Email: [email protected] Re: Letter of Intent Dear Mr. Houlihan: This letter sets forth the terms upon which a special purpose acquisition entity to be form |
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| August 26, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2014 FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdiction of inco |
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| August 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 30, 2014 |
FPCG / First Physicians Capital Group, Inc. CORRESP - - Response Letter July 30, 2014 BY EDGAR AND OVERNIGHT DELIVERY Geoff Kruczek Attorney-Advisor Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: First Physicians Capital Group, Inc. |
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| July 30, 2014 |
First Physicians Capital Group, Inc. EX-99.(c)(ii) Exhibit (c)(ii) Exhibit (c)(ii) First Physicians Capital Group, Inc. Valuation Analysis as of May 27, 2014 May 28, 2014 Draft First Physicians CAPITAL GROUP, INC. 5/28/14 12:03 Cabrillo Advisors MERGERS & ACQUISITIONS Valuation Summary First Physicians Capital Group First Physicians Capital Group Valuation Analysis as of May 27, 2014 (Draft) Valuation Summary ($ in millions) Market A |
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| July 30, 2014 |
FPCG / First Physicians Capital Group, Inc. SC 13E3/A - - AMENDMENT NO. 1 TO SC 13E-3 Amendment No. 1 to SC 13E-3 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) First Physicians Capital Group, Inc. William Houlihan Robert N. Schwartz, Ph.D. Richardson E. Sells Se |
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| July 30, 2014 |
FPCG / First Physicians Capital Group, Inc. PRER14A - - PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| June 24, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2014 (June 18, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdictio |
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| June 24, 2014 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF FIRST PHYSICIANS CAPITAL GROUP, INC., a Delaware corporation ARTICLE I STOCKHOLDERS Section 1: Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such da |
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| June 20, 2014 |
SC 13E3 1 d744484dsc13e3.htm SC 13E3 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) First Physicians Capital Group, Inc. William Houlihan Robert N. Schwartz, Ph.D. Richardson E. Sells Sean Kirran |
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| June 20, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2014 (June 20, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisd |
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| June 20, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2014 (June 20, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisd |
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| June 20, 2014 |
PRE 14A 1 d744327dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| June 20, 2014 |
FPCG / First Physicians Capital Group, Inc. / SMP INVESTMENTS I, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST PHYSICIANS CAPITAL GROUP, INC. Name of Issuer Common Stock, par value $.01 per share (Title and Class of Securities) 89557N109 (CUSIP Number) Brian Potiker c/o HSP Group, LLC 433 N. Camden Drive, Suite 810 Beverly Hills, CA 90210 (310) 271 |
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| June 20, 2014 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* FIRST PHYSICIANS CAPITAL GROUP, INC. Name of Issuer Common Stock, par value $.01 per share (Title and Class of Securities) 33613R100 (CUSIP Number) Anthony J. Ciabattoni 16 Lagunita Drive Laguna Beach, CA 92561 (949) 497-4344 (Name, Address and |
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| June 20, 2014 |
FPCG / First Physicians Capital Group, Inc. / HOULIHAN WILLIAM A - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FIRST PHYSICIANS CAPITAL GROUP, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title and Class of Securities) 89557N109 (CUSIP Number) William A. Houlihan 92 Bonnie Way Allendale, New Jersey 07401 (201) 934-0896 (Name, Address and |
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| May 30, 2014 |
FIRST PHYSICIANS CAPITAL GROUP, INC. EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 FIRST PHYSICIANS CAPITAL GROUP, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 1st day of July, 2014, by and between First Physicians Capital Group, Inc., a Delaware corporation (“the Company”), and Sean Kirrane, an individual (“the Employee”). RECITALS WHEREAS, the Employee desires to be employed and continue to be employed by the Company in |
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| May 30, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2014 (May 27, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdiction |
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| May 9, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 8, 2014 |
FPCG / First Physicians Capital Group, Inc. / SMP INVESTMENTS I, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* FIRST PHYSICIANS CAPITAL GROUP, INC. Name of Issuer Common Stock, par value $.01 per share (Title and Class of Securities) 33613R100 (CUSIP Number) Brian Potiker c/o HSP Group, LLC 433 N. Camden Drive, Suite 810 Beverly Hills, CA 90210 (310) 271 |
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| April 4, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
Waiver of Redemption and Demand Registration Series Preferred Stock EX-10.59 Exhibit 10.59 Waiver of Redemption and Demand Registration Series Preferred Stock The undersigned holder (the “Holder”) of the Series Preferred Stock (the “Series Preferred”) of First Physician’s Capital Group, Inc., a Delaware corporation (the “Company”), hereby irrevocably waives (i) the Holder’s rights with respect to redemption upon a “Triggering Event” (as that term is defined in the |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
FIRST PHYSICIAN’S CAPITAL GROUP, INC. PROMISSORY NOTE $ November 20, 2013 EX-10.57 Exhibit 10.57 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. TH |
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| April 4, 2014 |
FORM 10-K Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000- |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
EX-10.58 Exhibit 10.58 FIRST PHYSICIANS CAPITAL GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: January 1, 2014 THE OFFER AND SALE OF THIS WARRANT (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF (THE “UNDERLYING SECURITIES”) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR |
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| April 4, 2014 |
Exhibit 21.1 Subsidiaries of First Physicians Capital Group, Inc. Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery of Del M |
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| April 4, 2014 |
EX-21.1 Exhibit 21.1 Subsidiaries of First Physicians Capital Group, Inc. Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery |
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| April 4, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
EX-21.1 Exhibit 21.1 Subsidiaries of First Physicians Capital Group, Inc. Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery |
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| April 4, 2014 |
PROMISSORY NOTE US$ Issuance Date: February 1, 2012 EX-10.1 Exhibit 10.1 FEBRUARY 2012 BRIDGE FINANCING NOTE NO. 1 THE OFFER AND SALE OF THIS NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE LAWS OF ANY STATE. THE NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMEN |
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| April 4, 2014 |
PROMISSORY NOTE US$ Issuance Date: August 1, 2011 EX-10.58 Exhibit 10.58 DECEMBER 2011 BRIDGE FINANCING NOTE NO. 1 THE OFFER AND SALE OF THIS NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE LAWS OF ANY STATE. THE NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| April 4, 2014 |
10-K Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-30326 |
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| April 4, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 4, 2014 |
10-K Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-30326 |
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| April 4, 2014 |
EX-10.60 Exhibit 10.60 SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this “Agreement”) is made and effective as of November 20, 2013 by and between FIRST PHYSICIANS CAPITAL GROUP, INC., a Delaware corporation (“Debtor”) and the Junior Lenders (as defined below), for the benefit of each individual or entity that is or becomes a Holder under, and as defined in, Senior Notes (as defined below |
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| April 4, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 27, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2014 (March 21, 2014) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdict |
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| March 27, 2014 |
FIRST PHYSICIANS CAPITAL GROUP, INC. EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 FIRST PHYSICIANS CAPITAL GROUP, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 24th day of March 2014, by and between First Physicians Capital Group, Inc., a Delaware corporation (“the Company”), and Adrian Reeder, an individual (“the Employee”). RECITALS WHEREAS, the Employee desires to be employed and continue to be employed by the Company |
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| March 27, 2014 |
EX-10.2 Exhibit 10.2 CONSULTING AGREEMENT ADDENDUM THIS ADDENDUM, being entered into and having an effective date of this 21st day of March, 2014, is made to the Consulting Agreement by and between First Physicians Capital Group, Inc., a Delaware corporation (“the Company”), and Sean J. Kirrane, an individual (“the Consultant”) dated June 30, 2013 (“the Consulting Agreement”). WHEREAS, the Consult |
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| December 18, 2013 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES 7-A CONVERTIBLE PREFERRED STOCK OF FIRST PHYSICIANS CAPITAL GROUP, INC. First Physicians Capital Group, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows: FIRST: That the name of the Company is First Physicians Capital Group, Inc., |
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| December 18, 2013 |
8-K 1 d647395d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 18, 2013 (December 12, 2013) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-30326 77-0557617 |
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| December 9, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2013 (November 18, 2013) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other |
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| December 9, 2013 |
AMENDED AND RESTATED BYLAWS FIRST PHYSICIANS CAPITAL GROUP, INC., a Delaware corporation ARTICLE I EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF FIRST PHYSICIANS CAPITAL GROUP, INC., a Delaware corporation ARTICLE I STOCKHOLDERS Section 1: Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and |
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| December 9, 2013 |
EX-10.2 Exhibit 10.2 FIRST PHYSICIANS BUSINESS SOLUTIONS, LLC C/O FIRST PHYSICIANS CAPITAL GROUP, INC. 9663 SANTA MONICA BLVD., #959 BEVERLY HILLS, CA 90210 November 27, 2013 Sean J. Kirrane 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 RE: Amendment to Consulting Agreement This letter agreement (this “Letter Agreement”) evidences the mutual agreement between First Physicians Business Solu |
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| December 9, 2013 |
EX-10.1 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into by and between Sean J. Kirrane, an individual (the “Consultant”), and First Physicians Business Solutions, LLC, an Oklahoma Limited Liability Company (the “Company,” and together with Consultant, the “Parties,” and each individually, a “Party”), is made and entered into to be effective as of June |
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| September 21, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2011 (September 21, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or ot |
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| September 21, 2011 |
Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Provides Transaction and Strategic Update Wednesday, September 21, 2011 BEVERLY HILLS, Calif. ? First Physicians Capital Group, Inc. (?FPCG? or the ?Company?) is providing updates on its recent strategic and financing initiatives. Complet |
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| July 26, 2011 |
EX-10.5 6 c20417exv10w5.htm EX-10.5 Exhibit 10.5 GUARANTY THIS GUARANTY is made on June 30, 2011, by Medical Equity Partners, LLC and TTMB, LLC (“Guarantors”) in favor of Rural Hospital Acquisition, L.L.C. (“Lender”). Guarantors hereby guarantee to Lender the prompt payment and performance when due of all of the obligations of Southern Plains Associates II, LLC, an Oklahoma limited liability compa |
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| July 26, 2011 |
REAL ESTATE PURCHASE AGREEMENT EX-10.7 8 c20417exv10w7.htm EX-10.7 Exhibit 10.7 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT is made as of June 30, 2011 (the “Effective Date”), between SOUTHERN PLAINS ASSOCIATES, L.L.C., an Oklahoma limited liability company (“Seller”), and SOUTHERN PLAINS ASSOCIATES II, LLC, an Oklahoma limited liability company (“Buyer”). The parties agree as follows: 1. Sale and Purchas |
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| July 26, 2011 |
EX-10.6 7 c20417exv10w6.htm EX-10.6 Exhibit 10.6 GUARANTY THIS GUARANTY is made on June 30, 2011, by Southern Plains Medical Center, Inc. (“Guarantor”), in favor of Rural Hospital Acquisition, L.L.C. (“Lender”). Guarantor hereby guarantees to Lender the prompt payment and performance when due of all of the obligations of Southern Plains Associates II, LLC, an Oklahoma limited liability company, to |
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| July 26, 2011 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT between SOUTHERN PLAINS ASSOCIATES II, LLC, and RURAL HOSPITAL ACQUISITION, L.L.C. June 30, 2011 TABLE OF CONTENTS PAGE EXHIBITS Exhibit A Promissory Note for Purchase of Shares Exhibit B Guaranty Agreement (Buyers) Exhibit C Guaranty Agreement (Company) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (?Agreement?) is made and entered into as of June 30 |
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| July 26, 2011 |
EX-99.1 9 c20417exv99w1.htm EX-99.1 Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Provides Transaction and Strategic Initiatives Update Tuesday, July 26, 2011 BEVERLY HILLS, Calif. — First Physicians Capital Group, Inc. (“FPCG” or the “Company”) is providing updates on the following |
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| July 26, 2011 |
Exhibit 10.2 ASSET PURCHASE AGREEMENT between SOUTHERN PLAINS ASSOCIATES II, LLC and SOUTHERN PLAINS MEDICAL CENTER, INC. June 30, 2011 TABLE OF CONTENTS PAGE EXHIBITS Exhibit A Promissory Note Exhibit B Bill of Sale ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (?Agreement?) is made and entered into as of June 30, 2011, by and between Southern Plains Associates II, LLC, an Oklahoma limit |
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| July 26, 2011 |
PROMISSORY NOTE (Stock Purchase Agreement) EX-10.3 4 c20417exv10w3.htm EX-10.3 Exhibit 10.3 PROMISSORY NOTE (Stock Purchase Agreement) Southern Plains Associates II, LLC, an Oklahoma limited liability company (the “Maker”), promises to pay to the order of Rural Hospital Acquisition, L.L.C., at 9663 Santa Monica Blvd. #959, Beverly Hills, CA 90210, or at such other place as the holder may from time to time designate in writing, the amount o |
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| July 26, 2011 |
PROMISSORY NOTE (Asset Purchase Agreement) Exhibit 10.4 PROMISSORY NOTE (Asset Purchase Agreement) Southern Plains Associates II, LLC, an Oklahoma limited liability company (the ?Maker?), promises to pay to the order of Southern Plains Medical Center, Inc., at 9663 Santa Monica Blvd. #950, Beverly Hills, CA 90210, or at such other place as the holder may from time to time designate in writing, the amount of $295,000.00 and interest at the |
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| July 26, 2011 |
8-K 1 c20417e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2011 (July 26, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 ( |
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| May 24, 2011 |
Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Provides Fiscal 2011 Second Quarter Update Tuesday, May 24, 2011 BEVERLY HILLS, Calif. ? First Physicians Capital Group, Inc. (?FPCG? or the ?Company?) (OTC BB: FPCG) provided in a press release issued today a financial update for the Com |
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| May 24, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2011 (May 24, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdiction of i |
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| May 16, 2011 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response . |
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| May 10, 2011 |
EX-10.10 11 c16934exv10w10.htm EXHIBIT 10.10 Exhibit 10.10 STAFF LEASING AGREEMENT THIS STAFF LEASING AGREEMENT (the “Agreement”) is made and entered into effective as of April 1, 2011 (the “Effective Date”), by and between RHA Anadarko, LLC, an Oklahoma limited liability company (the “Company”), and First Physicians Resources LLC, a Nevada limited liability company (the “Lessor”), in connection w |
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| May 10, 2011 |
EX-10.4 5 c16934exv10w4.htm EXHIBIT 10.4 Exhibit 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (hereinafter called “Agreement”) is entered into by and between RHA ANADARKO, LLC, an Oklahoma limited liability company (hereinafter called “Debtor”) and RURAL HOSPITAL ACQUISITION LLC, an Oklahoma limited liability company (hereinafter called “Secured Party”). 1. Grant of Security Interest. Subject t |
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| May 10, 2011 |
SELLER NOTE $6,750,000 April 1, 2011 Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE. THE SALE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN |
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| May 10, 2011 |
EX-10.7 8 c16934exv10w7.htm EXHIBIT 10.7 Exhibit 10.7 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the “Agreement”), entered into as of the 1st day of April, 2011, by and between ONE CURA WELLNESS TRUST, INC., a California not-for-profit Company (“Buyer”), and RURAL HOSPITAL ACQUISITION LLC, an Oklahoma limited liability company (“Secured Party”). RECITALS WHEREAS, this Pledge Agreement has been execut |
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| May 10, 2011 |
SELLER NOTE $5,250,000 April 1, 2011 EX-10.2 3 c16934exv10w2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE. THE SALE OR TRANSFER OF THIS NOTE IS SUB |
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| May 10, 2011 |
EX-99.1 14 c16934exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Launches New Business Model and Completes Additional Asset Sales Tuesday, May 10, 2011 BEVERLY HILLS, Calif. — First Physicians Capital Group, Inc. (“FPCG” or the “Company”) (OTC BB: FPCG) announc |
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| May 10, 2011 |
Exhibit 10.8 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this ?Agreement?) is made and entered into effective as of April 1, 2011 (the ?Effective Date?), by and between RHA Anadarko, LLC, an Oklahoma limited liability company (the ?Company?), and First Physicians Business Solutions LLC, an Oklahoma limited liability company (the ?Manager?), in connection with that certain Sto |
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| May 10, 2011 |
Exhibit 10.6 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the “Agreement”), entered into as of the 1st day of April, 2011, by and between ONE CURA WELLNESS TRUST, INC., a California not-for-profit Company (“Buyer”), and RURAL HOSPITAL ACQUISITION LLC, an Oklahoma limited liability company (“Secured Party”). RECITALS WHEREAS, this Pledge Agreement has been executed and delivered pursuant to that certain |
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| May 10, 2011 |
EX-10.12 13 c16934exv10w12.htm EXHIBIT 10.12 Exhibit 10.12 AMENDED AND RESTATED LEASE BY AND BETWEEN First Physicians Realty Group, LLC, a Nevada limited liability company (“Landlord”) and RHA Anadarko, LLC, an Oklahoma Limited Liability Company RHA Stroud, LLC, an Oklahoma Limited Liability Company (Jointly referred to herein as “Tenant”) LEASE This Lease (“Lease”) is made and entered into this 1 |
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| May 10, 2011 |
EX-10.9 10 c16934exv10w9.htm EXHIBIT 10.9 Exhibit 10.9 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is made and entered into effective as of April 1, 2011 (the “Effective Date”), by and between RHA Stroud, LLC, an Oklahoma limited liability company (the “Company”), and First Physicians Business Solutions LLC, an Oklahoma limited liability company (the “Manage |
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| May 10, 2011 |
Exhibit 10.11 STAFF LEASING AGREEMENT THIS STAFF LEASING AGREEMENT (the ?Agreement?) is made and entered into effective as of April 1, 2011 (the ?Effective Date?), by and between RHA Stroud, LLC, an Oklahoma limited liability company (the ?Company?), and First Physicians Resources LLC, a Nevada limited liability company (the ?Lessor?), in connection with that certain Stock Purchase Agreement dated |
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| May 10, 2011 |
8-K 1 c16934e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2011 (May 10, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (St |
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| May 10, 2011 |
EX-10.1 2 c16934exv10w1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT by and among Rural Hospital Acquisition, LLC, as Seller One Cura Wellness Trust, Inc., as Buyer RHA Anadarko, LLC and RHA Stroud, LLC Dated: April 1, 2011 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 PURCHASE AND SALE OF SHARES 4 Section 2.1 Basic Transaction 4 Section 2.2 Purchase Price; Buyer’s Deliveries |
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| May 10, 2011 |
EX-10.5 6 c16934exv10w5.htm EXHIBIT 10.5 Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (hereinafter called “Agreement”) is entered into by and between RHA STROUD, LLC, an Oklahoma limited liability company (hereinafter called “Debtor”) and RURAL HOSPITAL ACQUISITION LLC, an Oklahoma limited liability company (hereinafter called “Secured Party”). 1. Grant of Security Interest. Subject to |
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| March 24, 2011 |
First Physicians Capital Group, Inc. 433 North Camden Drive, #810 Beverly Hills, California 90210 CORRESP 1 filename1.htm First Physicians Capital Group, Inc. 433 North Camden Drive, #810 Beverly Hills, California 90210 By EDGAR Transmission March 24, 2011 United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 RE: First Physicians Capital Group, Inc. Form 10-K for Fiscal Year Ended September 30, 2010 Filed February 14, 2011 File No. 000-30326 Dear Mr. Foley |
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| February 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| February 15, 2011 |
Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Provides Fiscal 2011 First Quarter Update Tuesday, February 15, 2011 BEVERLY HILLS, Calif. ? First Physicians Capital Group, Inc. (?FPCG? or the ?Company?) (OTC BB: FPCG) provided in a press release issued today a strategic and operations |
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| February 15, 2011 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| February 15, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2011 (February 15, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdi |
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| February 14, 2011 |
FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 10-K Table of Contents FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-30326 |
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| February 14, 2011 |
Exhibit 21.1 Subsidiaries of First Physicians Capital Group, Inc. Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery of Del M |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2011 (February 14, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdi |
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| January 14, 2011 |
EX-99.1 2 c11097exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Announces Preliminary Fiscal 2010 Results Friday, January 14, 2011 BEVERLY HILLS, Calif. — January 13, 2011 — First Physicians Capital Group, Inc. (“FPCG” or the “Company”) (OTC BB: FPCG), an opera |
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| January 14, 2011 |
Exhibit 10.3 TRANSITION AGREEMENT This Transition Agreement (this ?Agreement?) is entered into and effective as of January 6th, 2011 (the ?Effective Date?) by and between RHA Tishomingo, LLC, an Oklahoma limited liability company d/b/a Johnston Memorial Hospital (?Seller?) and Mercy Hospital Tishomingo, an Oklahoma nonprofit corporation (?Buyer?). RECITALS A. Buyer and Seller have entered into tha |
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| January 14, 2011 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (?Agreement?) is made and entered into as of January 6th, 2011 (the ?Execution Date?), by and between RHA Tishomingo, LLC, an Oklahoma limited liability company d/b/a Johnston Memorial Hospital (?Seller?), and Mercy Tishomingo Hospital Corporation, an Oklahoma not for profit corporation (?Buyer?). WITNESSETH A. Seller is the owner |
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| January 14, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2011 (January 14, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdict |
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| January 14, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2011 (January 11, 2011) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdict |
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| January 14, 2011 |
Exhibit 10.4 CORPORATE GUARANTY This Corporate Guaranty (?Guaranty?) is being delivered by the undersigned in connection with that certain Asset Purchase Agreement (the ?Agreement?), dated as of January 6th, 2011, between RHA Tishomingo, LLC, an Oklahoma limited liability company (?Seller?), and Mercy Tishomingo Hospital Corporation, an Oklahoma not for profit corporation (?Buyer?). For good and v |
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| January 14, 2011 |
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Exhibit 10.2 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT is made between RSE Enterprises, Inc., an Oklahoma corporation, and/ or assigns, whose notice address is 210 N. Broadway, Ada, Oklahoma 74820 (hereinafter referred to as the ?Purchaser?), and First Physicians Capital Group, Inc., a California corporation whose notice address is 9663 Santa Monica Blvd., #959, Beverly Hills |
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| December 29, 2010 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| August 26, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2010 (August 23, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdictio |
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| August 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 16, 2010 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| May 21, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 21, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2010 (May 21, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdiction of i |
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| May 21, 2010 |
EXHIBIT 99.1 PRESS RELEASE 9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 [email protected] First Physicians Capital Group Reports Fiscal 2010 Second Quarter Results Fiscal 2010 Second Quarter Net Revenue from Services of $9.6 million with Adjusted EBITDA from Operations before Corporate Overhead of $0.7 million. Current Net Revenue Run Rate of |
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| May 17, 2010 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| February 19, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2010 (February 19, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdi |
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| February 19, 2010 |
Exhibit 99.1 First Physicians Capital Group Reports Fiscal 2010 First Quarter Results and Delivers Shareholder Update Fiscal 2009 Major Goals Met or Exceeded. Fiscal 2009 Net Revenue from Services of $39.1 million with Adjusted EBITDA from Operations before Corporate Overhead of $4.4 million. Current Net Revenue Run Rate of $41 million based on Fiscal 2010 First Quarter Results. Positive 2010 Outl |
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| February 19, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| February 16, 2010 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| January 28, 2010 |
CERTIFICATE OF DECREASE SHARES DESIGNATED SERIES 7-A CONVERTIBLE PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DECREASE OF SHARES DESIGNATED AS SERIES 7-A CONVERTIBLE PREFERRED STOCK First Physicians Capital Group, Inc., f/k/a Tri-Isthmus Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Company?), DOES HEREBY CERTIFY: That a Certificate of Designations, Rights and Preferences of the Company?s Series 7-A Convertible |
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| January 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2010 (January 22, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdict |
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| January 26, 2010 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2010 (January 20, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdict |
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| January 20, 2010 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2010 (September 13, 2009) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdi |
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| January 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2010 (January 13, 2010) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdict |
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| January 20, 2010 |
FIRST AMENDED AND RESTATED PROMISSORY NOTE $4,700,000.00 Effective Date: January 13, 2010 Exhibit 10.4 FIRST AMENDED AND RESTATED PROMISSORY NOTE $4,700,000.00 Effective Date: January 13, 2010 FOR VALUE RECEIVED, FB S. PLAINS FINANCING, LLC, an Oklahoma limited liability company (?Borrower?), unconditionally promises to pay to the order of FIRST LIBERTY BANK (?Lender?), at 9601 N. May Avenue, Oklahoma City, OK 73120, or at such other place as may be designated in writing by the holder |
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| January 20, 2010 |
Exhibit 10.3 LOAN AGREEMENT THIS LOAN AGREEMENT (the ?Agreement?) is made effective the 13th day of January, 2010, at Oklahoma City, Oklahoma, among FB S. PLAINS FINANCING, LLC, an Oklahoma limited liability company (?Borrower?), JAMES B. SWICKEY, an individual (?Swickey?), DAVID W. DURRETT, an individual (?Durrett?), CAPITAL INVESTORS OF OKLAHOMA, LLC, an Oklahoma limited liability company (?CIO? |
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| January 20, 2010 |
Exhibit 10.2 Form RD 4279-14 (02-08) FORM APPROVED OMB No. 0570-0017 UNITED STATES DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT UNCONDITIONAL GUARANTEE BUSINESS AND INDUSTRY GUARANTEED LOAN PROGRAM Agency Loan # 42-026-271498277 Agency Loan Name FB S. Plains Financing, LLC Borrower FB S. Plains Financing, LLC Guarantor Guarantor Tax ID# Lender First Liberty Bank Date 01-13-2010 Note Amount $4,700,0 |
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| January 20, 2010 |
REAL PROPERTY PURCHASE AND SALE AGREEMENT Exhibit 10.1 REAL PROPERTY PURCHASE AND SALE AGREEMENT THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (?Agreement?) is entered into between Southern Plains Associates, L.L.C., an Oklahoma limited liability company (?Purchaser?) and Southern Plains Medical Center, Inc., an Oklahoma corporation (?Seller?). The Effective Date (?Effective Date?) of this Purchase and Sale Agreement will be the date of |
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| January 12, 2010 |
Exhibit 21.1 Subsidiaries of First Physicians Capital Group, Inc. Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery of Del M |
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| January 12, 2010 |
FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-30326 FIRS |
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| December 29, 2009 |
OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . |
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| December 14, 2009 |
FIRST PHYSICIANS CAPITAL GROUP, INC. SUBSCRIPTION AGREEMENT Exhibit 10.1 FIRST PHYSICIANS CAPITAL GROUP, INC. SUBSCRIPTION AGREEMENT 1. Subscription. Subject to the terms and conditions of this agreement (the ?Subscription Agreement?) the subscriber indicated on the signature page to this Subscription Agreement (the ?Subscriber?) hereby irrevocably subscribes for and agrees to purchase (i) two hundred thousand (200,000) shares (the ?Shares?) of the common |
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| December 14, 2009 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2009 (December 8, 2009) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdic |
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| December 14, 2009 |
FIRST PHYSICIANS CAPITAL GROUP, INC. Common Stock Purchase Warrant Exhibit 10.2 WARRANT NO. 142 THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE THEREOF HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPIN |
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| December 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FIRST PHYSICIANS CAPITAL GROUP, INC. (f/k/a Tri-Isthmus Group, Inc.) (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89557N109 (CUSIP Number) William A. Houlihan 92 Bonnie Way Allendale, New Jersey 07401 (201) 934-0 |
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| November 18, 2009 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| November 3, 2009 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Brian Potiker Address: c/o HSP Group, LLC, 433 N. Camden, Suite 810, Beverly Hills, CA 90210 Designated Filer: SMP Investments I, LLC (?SMP?) Issuer & Ticker Symbol: First Physicians Capital Group, Inc. (TISG.OB) Date of Event Requiring Statement: October 30, 2009 Note: The securities of the issuer beneficially owned by SMP and reflected on this Fo |
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| October 23, 2009 |
FORM OF WARRANT IN CONNECTION WITH 5-A EXHIBIT 10.2 FORM OF WARRANT IN CONNECTION WITH 5-A WARRANT NO. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUN |
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| October 23, 2009 |
FORM OF WARRANT IN CONNECTION WITH 6-A EXHIBIT 10.4 FORM OF WARRANT IN CONNECTION WITH 6-A EXHIBIT ?A? WARRANT NO. THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE THEREOF HAS BEEN REGISTERED UNDER THOSE |
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| October 23, 2009 |
FORM OF SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT EXHIBIT 10.1 FORM OF SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of , 2009 by and among Tri-Isthmus Group, Inc. (f/k/a Vsource, Inc.), a Delaware corporation (the ?Company?), and Dan Chen (the ?Purchaser?). The parties hereby |
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| October 23, 2009 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2009 (October 19, 2009) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other jurisdict |
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| October 23, 2009 |
FORM OF SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT EXHIBIT 10.3 FORM OF SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of August, 2009 by and among Tri-Isthmus Group, Inc., a Delaware corporation (the ?Company?), and Dan Chen (the ?Purchaser?). The parties hereby agree as follow |
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| October 1, 2009 |
TIGroup Elects Five Directors, Changes Name to First Physicians Capital Group, Inc. EX-99.1 3 c90696exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 News Release TIGroup Elects Five Directors, Changes Name to First Physicians Capital Group, Inc. BEVERLY HILLS, Calif. – October 1, 2009 — Tri-Isthmus Group, Inc. (TIGroup) (OTC BB: TISG.OB), an operator of healthcare services firms primarily in rural and suburban markets in the U.S., announced today the re-election of four directors and the el |
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| October 1, 2009 |
Exhibit 3.1 |
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| October 1, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2009 (September 29, 2009) FIRST PHYSICIANS CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdic |
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| September 15, 2009 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Brian Potiker Address: c/o HSP Group, LLC, 433 N. Camden, Suite 810, Beverly Hills, CA 90210 Designated Filer: SMP Investments I, LLC (?SMP?) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Date of Event Requiring Statement: September 13, 2009 Note: The securities of the issuer beneficially owned by SMP and reflected on this Form 4 may be |
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| September 9, 2009 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2009 (September 3, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Inco |
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| August 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement |
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| August 20, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definiti |
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| August 17, 2009 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 c89470e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2009 (August 17, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or |
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| August 17, 2009 |
TIGroup Announces Third Quarter Results, New Growth Initiatives And Medical Advisory Board Exhibit 99.1 News Release TIGroup Announces Third Quarter Results, New Growth Initiatives And Medical Advisory Board BEVERLY HILLS, Calif. ? August 17 2009 ? Tri-Isthmus Group, Inc. (TIGroup) (OTC BB: TISG.OB), a provider of financial solutions to the healthcare services industry, announced today results for the company?s third fiscal quarter ended June 30, 2009. The company also announced the for |
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| August 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from Commission file number 000-30 |
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| August 5, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| June 12, 2009 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2009 (June 8, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-055617 (State or other jurisdiction of incorporation) |
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| June 12, 2009 |
TRI-ISTHMUS GROUP, INC. Common Stock Purchase Warrant Exhibit 10.3 WARRANT NO. AB- THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE THEREOF HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPIN |
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| June 12, 2009 |
SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of May, 2009 by and among Tri-Isthmus Group, Inc., a Delaware corporation (the ?Company?), and (the ?Purchaser?). The parties hereby agree as follows: 1. Authorization and Sale of Shares and Warrants. 1.1 Authorization. The Co |
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| June 12, 2009 |
TRI-ISTHMUS GROUP, INC. Common Stock Purchase Warrant Exhibit 10.2 WARRANT NO. THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE THEREOF HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION |
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| May 21, 2009 |
Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2009 (May 21, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Incorporation) |
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| May 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from Commission file number 000-3 |
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| May 5, 2009 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2009 (May 4, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Incorporation) ( |
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| April 20, 2009 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Brian Potiker Address: c/o HSP Group, LLC, 433 N. Camden, Suite 810, Beverly Hills, CA 90210 Designated Filer: SMP Investments I, LLC (?SMP?) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Date of Event Requiring Statement: April 16, 2009 Note: The securities of the issuer beneficially owned by SMP and reflected on this Form 4 may be dee |
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| April 20, 2009 |
Exhibit 10.3 WARRANT NO. XXX TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: XXXXXX XX, XXXX THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| April 20, 2009 |
Exhibit 10.2 WARRANT NO. XXX TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: XXXXXX XX, XXXX THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| April 20, 2009 |
CONVERTIBLE PROMISSORY NOTE $ XXXXXX Issuance Date: XXXXX XX, 2009 Exhibit 10.1 February 2009 Bridge Financing Note No. XX THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING |
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| April 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2009 (April 14, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Incorporat |
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| March 5, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2009 (March 3, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Incorporatio |
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| March 5, 2009 |
Exhibit 10.3 WARRANT NO. XXX TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: March 3, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED |
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| March 5, 2009 |
CONVERTIBLE PROMISSORY NOTE $ XXXXXX Issuance Date: March 3, 2009 Exhibit 10.1 February 2009 Bridge Financing Note No. XX THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING |
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| March 5, 2009 |
Exhibit 10.2 WARRANT NO. XXX TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: March 3, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED |
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| February 25, 2009 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| February 25, 2009 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| February 17, 2009 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from Commission file number: 000-30326 |
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| February 13, 2009 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Brian Potiker Address: c/o HSP Group, LLC, 433 N. Camden, Suite 810, Beverly Hills, CA 90210 Designated Filer: SMP Investments I, LLC (?SMP?) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OPK) Date of Event Requiring Statement: February 11, 2009 Note: The securities of the issuer beneficially owned by SMP and reflected on this Form 4 may be |
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| February 13, 2009 |
Exhibit 10.5 WARRANT NO. 110 TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective February 6, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| February 13, 2009 |
Exhibit 10.4 WARRANT NO. 109 TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective February 6, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| February 13, 2009 |
Form 4 Joint Filer Information Exhibit 99.2 Form 4 Joint Filer Information Name: Jane G. Ciabattoni Address: 16 Lagunita Drive, Laguna Beach, California 92651 Designated Filer: Ciabattoni Living Trust Dated August 17, 2000 (the ?Trust?) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Dates of Event Requiring Statement: February 11, 2009 Note: The securities of the issuer beneficially owned by Trust and reflected on th |
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| February 13, 2009 |
CONVERTIBLE PROMISSORY NOTE $ 1,000,000.00 Issuance Date: February 6, 2009 Exhibit 10.2 February 2009 Bridge Financing Note No. 2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING S |
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| February 13, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2009 (February 11, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Inco |
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| February 13, 2009 |
CONVERTIBLE PROMISSORY NOTE $500,000.00 Issuance Date: February 6, 2009 Exhibit 10.1 February 2009 Bridge Financing Note No. 1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING S |
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| February 13, 2009 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Anthony J. Ciabattoni Address: 16 Lagunita Drive, Laguna Beach, California 92651 Designated Filer: Ciabattoni Living Trust Dated August 17, 2000 (the ?Trust?) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Date of Event Requiring Statement: February 11, 2009 Note: The securities of the issuer beneficially owned by Trust and reflected on |
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| February 13, 2009 |
Exhibit 10.3 WARRANT NO. 108 TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective February 6, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| February 13, 2009 |
Exhibit 10.6 WARRANT NO. 111 TRI-ISTHMUS GROUP, INC. (A Delaware Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective February 6, 2009 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSE |
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| January 30, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2009 (January 26, 2009) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Incorp |
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| January 13, 2009 |
Filed by Bowne Pure Compliance Exhibit 14.1 TRI-ISTHMUS GROUP, INC. CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS, EXECUTIVE OFFICERS, AND EMPLOYEES ADOPTED: April 22, 2008 I. PURPOSE AND ROLE Tri-Isthmus Group, Inc., a Delaware corporation (the “Company”), requires its Board of Directors (the “Board”), officers, and employees to apply high ethical, moral and legal principles in ever |
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| January 13, 2009 |
Exhibit 21.1 Subsidiaries of Tri-Isthmus Group, Inc. (f/k/a Vsource, Inc.) Name Jurisdiction of Incorporation Del Mar Acquisition, Inc. Nevada Del Mar GenPar, Inc. Nevada First Physicians Business Solutions, LLC Oklahoma First Physicians Community Healthcare Services, Inc. Nevada First Physicians Realty Group, LLC Delaware First Physicians Resources, LLC Nevada FPS-1, LLC Nevada Outpatient Surgery |
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| January 13, 2009 |
FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Filed by Bowne Pure Compliance Table of Contents FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from Commission |
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| January 13, 2009 |
EX-99.1 2 c79402exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE TIGroup Shareholder Update: Fiscal 2008 Major Goals Met or Exceeded. Revenue Run Rate Reaches $40M. Positive 2009 Outlook BEVERLY HILLS, Calif. — January 13, 2009 — Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, today issued the following up |
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| January 13, 2009 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 29, 2008 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| December 18, 2008 |
Exhibit 4.1 FORM OF WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DIS |
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| December 18, 2008 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2008 (December 12, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Inco |
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| December 17, 2008 |
GUARANTY OF TRI-ISTHMUS GROUP, INC. (Carol Schuster $1,500,000.00) Exhibit 10.12 GUARANTY OF TRI-ISTHMUS GROUP, INC. (Carol Schuster $1,500,000.00) THIS GUARANTY AGREEMENT (the ?Guaranty?) is made effective the 11th day of December, 2008, by the undersigned, Tri-Isthmus Group, Inc., a Delaware corporation (?Guarantor? or ?Tri-Isthmus?), to and for the benefit of Carol Schuster, an individual (?Schuster?). For $100 and other good and valuable consideration, the re |
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| December 17, 2008 |
Exhibit 10.9 Form RD 4279-14 FORM APPROVED (05-07) OMB No. 0570-0017 UNITED STATES DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT UNCONDITIONAL GUARANTEE BUSINESS AND INDUSTRY GUARANTEED LOAN PROGRAM Agency Loan # 42-041-260532635 Agency Loan Name B&I Guarantee Loan Borrower RHA Stroud, LLC 3555 NW 58th Street, Suite 700 Oklahoma City, OK 73112 Guarantor See page 5. Guarantor Tax ID# See page 5. Lend |
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| December 17, 2008 |
EX-10.1 2 c78453exv10w1.htm EXHIBIT 10.1 Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG RURAL HOSPITAL ACQUISITION, LLC, AS THE BUYER AND CAROL SCHUSTER, AS THE SELLER AND TRI-ISTHMUS GROUP, INC SURGICAL CENTER ACQUISITION HOLDING, INC RHA TISHOMINGO, LLC RHA STROUD, LLC RHA ANADARKO, LLC MICHAEL SCHUSTER AS THE ADDITIONAL PARTIES MEMBERSHIP INTEREST PURCHASE AGREEMENT Table of C |
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| December 17, 2008 |
PROMISSORY NOTE $1,500,000.00 Date: December 11, 2008 Exhibit 10.11 PROMISSORY NOTE $1,500,000.00 Date: December 11, 2008 FOR VALUE RECEIVED, RURAL HOSPITAL ACQUISITION, LLC, an Oklahoma limited liability company (?Maker?), hereby promises to pay to the order of Carol Schuster, an individual and Oklahoma resident (?Payee?), at 2304 Old Farm Road, Edmond, Oklahoma 73013, or at such other place as Payee designates to Maker in writing from time to time, |
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| December 17, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2008 (December 11, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Inco |
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| December 17, 2008 |
Exhibit 10.3 LOAN AGREEMENT among RHA STROUD, LLC as Borrower and TRI-ISTHMUS GROUP, INC. RURAL HOSPITAL ACQUISITION, LLC SURGICAL CENTER ACQUISITION HOLDINGS, INC. RHA ANADARKO, LLC RHA TISHOMINGO, LLC TSG PHYSICIANS GROUP, LLC as Guarantors and VALLIANCE BANK as Bank LOAN AMOUNT: $3,662,000.00 Effective November 6, 2008 TABLE OF CONTENTS Paragraph No. Description 1. Definition of Terms 1 1.1 Age |
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| December 17, 2008 |
TIGroup Announces Closing of $8.4 Million Bank Financing and Minority Partner Buyout EX-99.1 14 c78453exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 News Release TIGroup Announces Closing of $8.4 Million Bank Financing and Minority Partner Buyout BEVERLY HILLS, Calif. – December 17, 2008 — Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, announced today the completion of three bank financings with leading local Oklahoma-ba |
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| December 17, 2008 |
PROMISSORY NOTE $3,540,000.00 Effective November 6, 2008 Exhibit 10.5 PROMISSORY NOTE $3,540,000.00 Effective November 6, 2008 FOR VALUE RECEIVED, RHA ANADARKO, LLC, an Oklahoma limited liability company, d/b/a The Physicians Hospital in Anadarko (hereinafter referred to as the ?Borrower?), unconditionally promises to pay to the order of CANADIAN STATE BANK (?Lender?), at 2500 S. Cornwell Drive, Yukon, OK 73099, or at such other place as may be designat |
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| December 17, 2008 |
Exhibit 10.8 Form RD 4279-14 FORM APPROVED (05-07) OMB No. 0570-0017 UNITED STATES DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT UNCONDITIONAL GUARANTEE BUSINESS AND INDUSTRY GUARANTEED LOAN PROGRAM Agency Loan # 42-008-260532528 Agency Loan Name B&I Guarantee Loan Borrower RHA Anadarko, LLC 3555 NW 58th Street, Suite 700 Oklahoma City, OK 73112 Guarantor See page 5. Guarantor Tax ID# See page 5. Le |
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| December 17, 2008 |
PROMISSORY NOTE $1,200,000.00 Effective November 6, 2008 Exhibit 10.7 PROMISSORY NOTE $1,200,000.00 Effective November 6, 2008 FOR VALUE RECEIVED, RHA TISHOMINGO, LLC, an Oklahoma limited liability company, d/b/a Johnston Memorial Hospital (hereinafter referred to as the “Borrower”), unconditionally promises to pay to the order of CANADIAN STATE BANK (“Lender”), at 2500 S. Cornwell Drive, Yukon, OK 73099, or at such other place as may be designated in w |
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| December 17, 2008 |
Exhibit 10.10 Form RD 4279-14 FORM APPROVED (05-07) OMB No. 0570-0017 UNITED STATES DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT UNCONDITIONAL GUARANTEE BUSINESS AND INDUSTRY GUARANTEED LOAN PROGRAM Agency Loan # 42-035-260532690 Agency Loan Name B&I Guarantee Loan Borrower RHA Tishomingo, LLC 3555 NW 58th Street, Suite 700 Oklahoma City, OK 73112 Guarantor See page 5. Guarantor Tax ID# See page 5. |
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| December 17, 2008 |
PROMISSORY NOTE $3,662,000.00 Effective November 6, 2008 EX-10.6 7 c78453exv10w6.htm EXHIBIT 10.6 Exhibit 10.6 PROMISSORY NOTE $3,662,000.00 Effective November 6, 2008 FOR VALUE RECEIVED, RHA STROUD, LLC, an Oklahoma limited liability company, d/b/a Stroud Regional Medical Center (hereinafter referred to as the “Borrower”), unconditionally promises to pay to the order of VALLIANCE BANK (“Lender”), at 1601 N.W. Expressway, Oklahoma City, OK 73118, or at |
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| December 17, 2008 |
Exhibit 10.2 LOAN AGREEMENT among RHA ANADARKO, LLC as Borrower and TRI-ISTHMUS GROUP, INC. RURAL HOSPITAL ACQUISITION, LLC SURGICAL CENTER ACQUISITION HOLDINGS, INC. RHA STROUD, LLC RHA TISHOMINGO, LLC TSG PHYSICIANS GROUP, LLC as Guarantors and CANADIAN STATE BANK as Bank LOAN AMOUNT: $3,540,000.00 Effective November 6, 2008 TABLE OF CONTENTS Paragraph No. Description 1. Definition of Terms 1 1. |
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| December 17, 2008 |
Exhibit 10.4 LOAN AGREEMENT among RHA TISHOMINGO, LLC as Borrower and TRI-ISTHMUS GROUP, INC. RURAL HOSPITAL ACQUISITION, LLC SURGICAL CENTER ACQUISITION HOLDINGS, INC. RHA STROUD, LLC RHA ANADARKO, LLC TSG PHYSICIANS GROUP, LLC as Guarantors and CANADIAN STATE BANK as Bank LOAN AMOUNT: $1,200,000.00 Effective November 6, 2008 TABLE OF CONTENTS Paragraph No. Description 1. Definition of Terms 1 1. |
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| November 14, 2008 |
TRI-ISTHMUS GROUP, INC. OPTION GRANT AGREEMENT Exhibit 10.2 Option 2007-1 TRI-ISTHMUS GROUP, INC. OPTION GRANT AGREEMENT This Option Grant Agreement (this “Option Agreement”) is entered into as of November 10, 2008 (the “Date of Grant”), by and between Thomas Rice (“Optionee”) and Tri-Isthmus Group, Inc. (the "Company”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Section 13 of this Option A |
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| November 14, 2008 |
TIGroup Names Thomas Rice to Head Southern Plains Subsidiary in Oklahoma Exhibit 99.1 News Release: TIGroup Names Thomas Rice to Head Southern Plains Subsidiary in Oklahoma BEVERLY HILLS, Calif. — November 14, 2008 Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, announced today the appointment of Thomas Rice, an experienced health care executive, to head its Oklahoma-based subsidiary, Rural Hospital A |
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| November 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2008 (November 10, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or other Jurisdiction of Inco |
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| November 14, 2008 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), effective as of November 10, 2008 (the ?Effective Date?), is between Rural Hospital Acquisitions LLC., an Oklahoma Limited Liability Company (the ?Company?), and Thomas Rice (?Rice?). The Company and Rice are collectively referred to in this Agreement as the ?Parties.? Background The company wishes to employ Rice as it |
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| September 12, 2008 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2008 (September 12, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporation) (C |
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| September 12, 2008 |
EX-10.2 3 d60336exv10w2.htm FORM OF WARRANT Exhibit 10.2 EXHIBIT A FORM OF WARRANT WARRANT NO. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY |
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| September 12, 2008 |
SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of , 2008 (the ?Effective Date?) by and among Tri-Isthmus Group, Inc., a Delaware corporation (the ?Company?), and (the ?Purchaser?). The parties hereby agree as follows: 1. Authorization and Sale of Shares and Warrants. 1.1 A |
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| September 4, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat |
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| August 19, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 000-3 |
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| August 18, 2008 |
Exhibit 99.2 Tri-Isthmus Group, Inc. Partnering with Physicians for Better Healthcare David Hirschhorn, CEO TISG August 2008 TIGroup TM Our mission is to invest in, grow and nurture partnerships with physicians to improve access, quality and breadth of healthcare services in non-urban markets IMPORTANT DISCLOSURE This presentation contains forward-looking statements, including financial and other |
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| August 18, 2008 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2008 (August 18, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 18, 2008 |
TIGroup to Present at the Noble Financial Equity Conference Presentation to be Webcast Live Exhibit 99.1 TIGroup to Present at the Noble Financial Equity Conference Presentation to be Webcast Live BEVERLY HILLS, Calif. ? August 7, 2008 ? Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, announced today that Chief Executive Officer David Hirschhorn will present at the Fourth Annual Noble Financial Equity Conference at 1:30 |
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| August 14, 2008 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| July 14, 2008 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Southern Plains Medical Center We have audited the accompanying balance sheets of Southern Plains Medical Center, PC as of December 31, 2007 and 2006, and the related statements of operations, changes in shareholders? equity, and cash flows for the years then ended. These financial st |
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| July 14, 2008 |
Exhibit 99.2 ADJUSTMENTS TO THE CONDENSED CONSOLIDATED PRO FORMA UNAUDITED FINANCIAL STATEMENTS The following pro forma adjustments are incorporated into the pro forma Condensed Consolidated Balance Sheet as of March 31, 2008 and the pro forma Condensed Consolidated Statements of Operations for the fiscal year-ended September 30, 2007 and the six- month period ended March 31, 2008. i. The Condense |
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| July 14, 2008 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2008 (May 1, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other (Commission (IRS Employer Jurisdiction of |
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| July 7, 2008 |
TRI-ISTHMUS GROUP, INC. FORM OF OPTION GRANT AGREEMENT Exhibit 10.2 TRI-ISTHMUS GROUP, INC. FORM OF OPTION GRANT AGREEMENT This Option Grant Agreement (this “Option Agreement”) is entered into as of July 1, 2008 (the "Date of Grant”), by and between David Hirschhorn (“Optionee”) and Tri-Isthmus Group, Inc. (the "Company”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Section 13 of this Option Agreeme |
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| July 7, 2008 |
8-K 1 d58214e8vk.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2008 (July 1, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction o |
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| July 7, 2008 |
EXHIBIT 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), effective as of July 1, 2008 (the ?Effective Date?), is between TRI-ISTHMUS GROUP, INC., a Delaware corporation (the ?Company?), and DAVID HIRSCHHORN (?Hirschhorn?). The Company and Hirschhorn are collectively referred to in this Agreement as the ?Parties.? Background The company wishes to employ Hirs |
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| June 12, 2008 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| June 4, 2008 |
Exhibit 10.2 EXHIBIT A FORM OF WARRANT WARRANT NO. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACT |
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| June 4, 2008 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2008 (May 29, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other (Commission (IRS Employer Jurisdiction of In |
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| June 4, 2008 |
SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 6-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the 29th day of May, 2008 by and among Tri-Isthmus Group, Inc. (f/k/a Vsource, Inc.), a Delaware corporation (the ?Company?), and the investors listed on Exhibit A attached to this Agreement (the ?Purchaser?). The parties hereby agree |
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| May 20, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 000- |
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| May 20, 2008 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2008 (May 20, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporation) (Commiss |
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| May 20, 2008 |
exv4w2 Exhibit 4.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF TRI-ISTHMUS GROUP, INC. Pursuant to the provisions of Section 242(a)(3) of the Delaware General Corporation Law, Tri-Isthmus Group, Inc., a Delaware corporation (the “Corporation”), executes the following Certificate of Amendment to its Certificate of Designation of Rights and Preferences of Series 5-A Convertible Pre |
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| May 20, 2008 |
TIGroup Second Quarter Revenue Up 620% to $6.5 Million Exhibit 99.1 News Release: FOR IMMEDIATE RELEASE TIGroup Second Quarter Revenue Up 620% to $6.5 Million BEVERLY HILLS, Calif. ? May 20, 2008 ? Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, today announced financial results for the quarter ended March 31, 2008, the second quarter of its fiscal year (Q2 ?08). Revenues in Q2 ?08 w |
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| May 16, 2008 |
Form 4 Joint Filer Information Exhibit 99.1 Form 4 Joint Filer Information Name: Anthony J. Ciabattoni Address: 16 Lagunita Drive, Laguna Beach, California 92651 Designated Filer: Ciabattoni Living Trust Dated August 17, 2000 (the “Trust”) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Dates of Event Requiring Statement: May 15, 2008 Note: The securities of the issuer beneficially owned by Trust and reflected on this |
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| May 16, 2008 |
Form 4 Joint Filer Information Exhibit 99.2 Form 4 Joint Filer Information Name: Jane G. Ciabattoni Address: 16 Lagunita Drive, Laguna Beach, California 92651 Designated Filer: Ciabattoni Living Trust Dated August 17, 2000 (the “Trust”) Issuer & Ticker Symbol: Tri-Isthmus Group, Inc. (TISG.OB) Dates of Event Requiring Statement: May 15, 2008 Note: The securities of the issuer beneficially owned by Trust and reflected on this Fo |
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| May 15, 2008 |
OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . |
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| May 9, 2008 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| May 9, 2008 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response . |
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| May 8, 2008 |
Regulation FD Disclosure, Financial Statements and Exhibits Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2008 (May 8, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporatio |
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| May 8, 2008 |
EHHIBIT 99.1 PRESS RELEASE News Release: FOR IMMEDIATE RELEASE TIGroup Completes Repayment of Promissory Notes Company further strengthens balance sheet as it continues aggressive growth plans BEVERLY HILLS, Calif. ? May 8, 2008 ? Tri-Isthmus Group, Inc. (TIGroup) (Pink Sheets: TISG), a provider of financial solutions to the healthcare industry, today announced that it has repaid $1.65 million in |
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| May 7, 2008 |
SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES 5-A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of , 2008 by and among Tri-Isthmus Group, Inc. (f/k/a Vsource, Inc.), a Delaware corporation (the ?Company?), and , a Michigan limited liability company (the ?Purchaser?). The parties hereby agree as follows: 1. Authorization |
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| May 7, 2008 |
Exhibit 10.3 9663 Santa Monica Blvd., #959 Beverly Hills, California 90210 April , 2008 Attention: Dear : This letter agreement (this ?Agreement?) will memorialize our agreement pursuant to which Tri-Isthmus Group, Inc. (?TI Group?) will provide with shares of its Series 6-A Convertible Preferred Stock, par value $0.01 per share (the ?Shares?) in complete satisfaction of that certain convertible p |
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| May 7, 2008 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2008 (May 1, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 7, 2008 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2008 (May 1, 2008) TRI-ISTHMUS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-30326 77-0557617 (State or Other Jurisdiction of Incorporation) (Commissio |
