Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - First Surgical Partners Inc. | Financial_Report.xls |
| EX-31.1 - EXHIBIT 31.1 - First Surgical Partners Inc. | v232623_ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - First Surgical Partners Inc. | v232623_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - First Surgical Partners Inc. | v232623_ex31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from
__________to __________
Commission File No. 000-52458
FIRST SURGICAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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51-0383940
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(State or other jurisdiction of
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(I.R.S. Employer Identification
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incorporation or organization)
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Number)
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411 First Street
Bellaire, TX 77401
(Address of principal executive offices)
713-665-1111
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
As of August 15, 2011, the Issuer had 40,650,006 shares of its common stock outstanding.
EXPLANATORY NOTE
The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “10-Q”), is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.
Part II – OTHER INFORMATION
Item 6. Exhibits
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3.1
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Certificate of Incorporation of First Surgical Partners, Inc (f/k/a Arkson Nutraceuticals Corp.), as amended (4)
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3.2
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Corporate Bylaws of First Surgical Partners, Inc (f/k/a Arkson Nutraceuticals Corp.) (3)
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4.1
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Letter Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated January 8, 2008 (4)
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4.2
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Secured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated January 8, 2008 (4)
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4.3
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Unsecured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated May 4, 2010 (4)
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4.4
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Secured Construction Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated May 4, 2010 (4)
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4.5
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Long Term Line of Credit issued by First Street Surgical Center, L.P. to Bank of River Oaks dated January 8, 2008 (4)
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4.6
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Intentionally left blank
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4.7
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Secured Promissory Note issued by First Surgical Woodlands, L.P. to the Bank of River Oaks dated September 18, 2009 (4)
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4.8
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Long-term Line of Credit between First Street Surgical Center, L.P. and Jacob Varon dated November 4, 2009 (4)
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4.9
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Secured Promissory Note issued by First Street Hospital, L.P. to Bank of River Oaks dated November 30, 2010 (4)
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4.10
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Fourth Amendment to Letter Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011 (4)
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4.11
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Modification, Renewal and Extension Agreement to the Secured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011 (4)
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4.12
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Fourth Amendment to Long Term Line of Credit issued by First Street Surgical Center LP to Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011 (4)
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4.13
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First Amendment to Secured Promissory Note issued by First Surgical Woodlands, L.P. to the Bank of River Oaks dated September 18, 2009, dated effective September 18, 2010 (4)
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10.1
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Contribution Agreement by and between Arkson Nutraceuticals Corp. and Piper Acquisition III, Inc., dated November 4, 2010. (4)
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10.2
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Amendment to the Contribution Agreement by and between Arkson Nutraceuticals Corp. and Piper Acquisition III, Inc., dated November 23, 2010. (1)
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10.3
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Form of Non-Competition, Non-Disclosure and Non-Solicitation Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C.(2)
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10.4
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Form of Lock-Up Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C. (2)
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10.5
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Form of Voting Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C. (2)
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10.6
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Agreement entered by and between the Company and David Roff dated December 31, 2010(2)
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10.7
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Lease Agreement for First Street Surgical Center, L.P. dated April 1, 2003 (4)
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10.8
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Lease Agreement for First Street Hospital, L.P. dated September 17, 2006 (5)
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10.9
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Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated May 1, 2006 (4)
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10.10
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Amendment to the Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated February 13, 2008 (4)
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10.11
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Amendment to the Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated December 10, 2009 (4)
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10.12
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Management Agreement by and between First Surgical Partners LLC and First Street Hospital LP (4)
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10.13
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Management Agreement by and between First Surgical Partners LLC and First Surgical Woodlands L P (4)
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10.14
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Termination Letter from Vital Weight Control Inc. to First Street Hospital LP dated January 30, 2009 (4)
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10.15
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Reinstatement of Contract Agreement dated February 6, 2009 between Vital Weight Control Inc. and First Street Hospital LP (5)
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10.16
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Letter Agreement between Jacob Varon and First Surgical Partners Inc. dated June 1, 2011 (6)
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21.1
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List of Subsidiaries (4)
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31.1*
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CEO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
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31.2*
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CFO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
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32.1*
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CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Act of 2002
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*Filed herewith
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(1)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 26, 2010
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(2)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 6, 2011
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(3)
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Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on February 9, 2007
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(4)
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Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2011
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(5)
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Incorporated by reference to the Form 8-K/A Current Report filed with the Securities and Exchange Commission on August 1, 2011
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(6)
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Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 15, 2011
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FIRST SURGICAL PARTNERS INC.
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Date: August 25, 2011
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/s/ Anthony F. Rotondo
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Name:
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Anthony F. Rotondo
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Title:
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President and Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/ Don Knight
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Name:
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Don Knight
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Title:
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Vice President, Finance
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(Principal Financial Officer)
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