GRIN / Victory Portfolios II - VictoryShares International Free Cash Flow Growth ETF - Документы SEC, Годовой отчет, Доверенное заявление

Smile Brands Group Inc. 201 E. Sandpointe Santa Ana, California 92707 (714) 668-1300

Smile Brands Group Inc. 201 E. Sandpointe Santa Ana, California 92707 (714) 668-1300 May 25, 2010 VIA EDGAR AND OVERNIGHT COURIER U.S. Securities and Exchange Commission Mail Stop 3561 100 F. Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. John Reynolds, Assistant Director Re: Smile Brands Group Inc. Request to Withdraw Registration Statement on Form S-1 (File No. 333-163875) Dear Mr. Reyn

FREE WRITING PROSPECTUS QUARTERLY UPDATE TO PRELIMINARY PROSPECTUS DATED APRIL 22, 2010

FWP 1 dfwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated April 30, 2010 Supplementing Preliminary Prospectus dated April 22, 2010 Registration Statement No. 333-163875 FREE WRITING PROSPECTUS QUARTERLY UPDATE TO PRELIMINARY PROSPECTUS DATED APRIL 22, 2010 On April 29, 2010, Smile Brands Group Inc. filed Amendment No. 8 to its Registration Statement on Form S-1 (File No. 3

As filed with the Securities and Exchange Commission on April 29, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 8 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 29, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on April 21, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 7 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 21, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on April 21, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 6 TO SMILE BRANDS GROUP INC. FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 21, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as sp

As filed with the Securities and Exchange Commission on April 15, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 5 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 15, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter)

RESTATED CERTIFICATE OF INCORPORATION SMILE BRANDS GROUP INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SMILE BRANDS GROUP INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Smile Brands Group Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Smile Brands Group Inc. The C

EMPLOYMENT AGREEMENT

Exhibit 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this [ ]th day of April, 2010 (the ?Effective Date?), by and between Smile Brands Group Inc., a Delaware corporation (the ?Company?), and Steven C. Bilt (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Smile Brands Group Inc. (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Smile Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 20-2828458 (State of incorporation or organization) (I.R.S. Employer Identification No.) 201 E. Sandpointe

SMILE BRANDS GROUP INC. DESCRIPTION OF DIRECTOR COMPENSATION PROGRAM

Exhibit 10.22 SMILE BRANDS GROUP INC. DESCRIPTION OF DIRECTOR COMPENSATION PROGRAM The following is a general description of the compensation program with respect to directors of the Company who are not either (i) employees of the Company or its subsidiaries or (ii) employees or affiliates of private equity firms that had significant investments in the Company prior to its initial public offering.

SMILE BRANDS GROUP INC. 2010 PERFORMANCE INCENTIVE STOCK PLAN

Exhibit 10.8 SMILE BRANDS GROUP INC. 2010 PERFORMANCE INCENTIVE STOCK PLAN 1. PURPOSE OF PLAN The purpose of this Smile Brands Group Inc. 2010 Performance Incentive Stock Plan (this ?Plan?) of Smile Brands Group Inc., a Delaware corporation (the ?Corporation?), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of award

INDEMNIFICATION AGREEMENT

Exhibit 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made as of [ ], 20[ ] by and between Smile Brands Group Inc., a Delaware corporation (the ?Corporation?), and [ ] (the ?Indemnitee?). RECITALS A. WHEREAS, the Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers o

As filed with the Securities and Exchange Commission on April 14, 2010

S-1/A 1 ds1a.htm FORM S-1/A AMENDMENT NO. 4 Table of Contents As filed with the Securities and Exchange Commission on April 14, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter) D

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BRIGHT NOW DENTAL ASSOCIATES, L.P. MODERN DENTAL PROFESSIONALS – DALLAS/FORT WORTH, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.13 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN BRIGHT NOW DENTAL ASSOCIATES, L.P. AND MODERN DENTAL PROFESSIONALS ? DALLAS/FORT WORTH, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2007 (the ?Effective Date?), between Brigh

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BRIGHT NOW DENTAL ASSOCIATES, L.P. MODERN DENTAL PROFESSIONALS – SAN ANTONIO, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.18 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN BRIGHT NOW DENTAL ASSOCIATES, L.P. AND MODERN DENTAL PROFESSIONALS ? SAN ANTONIO, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2007 (the ?Effective Date?), between Bright Now

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BRIGHT NOW DENTAL ASSOCIATES, L.P. CASTLE DENTAL ASSOCIATES OF TEXAS, P.C. JANUARY 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.19 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN BRIGHT NOW DENTAL ASSOCIATES, L.P. AND CASTLE DENTAL ASSOCIATES OF TEXAS, P.C. JANUARY 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2006 (the ?Effective Date?), between Bright Now Dental A

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT Monarch Dental Associates – Abilene, L.P. Modern Dental Professionals – Abilene, L.P. January 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.14 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN Monarch Dental Associates ? Abilene, L.P. AND Modern Dental Professionals ? Abilene, L.P. January 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2006 (the ?Effective Date?), between Monarch

As filed with the Securities and Exchange Commission on April 12, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 3 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 12, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter)

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT MONARCH DENTAL ASSOCIATES MIDLAND/ODESSA, L.P. MODERN DENTAL PROFESSIONALS – MIDLAND/ODESSA, P.C. JANUARY 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.20 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN MONARCH DENTAL ASSOCIATES MIDLAND/ODESSA, L.P. AND MODERN DENTAL PROFESSIONALS ? MIDLAND/ODESSA, P.C. JANUARY 1, 2006 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2006 (the ?Effective Date?), betw

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BRIGHT NOW DENTAL ASSOCIATES, L.P. MODERN DENTAL PROFESSIONALS – HOUSTON, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.15 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN BRIGHT NOW DENTAL ASSOCIATES, L.P. AND MODERN DENTAL PROFESSIONALS ? HOUSTON, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2007 (the ?Effective Date?), between Bright Now Dent

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT MDC SERVICES, INC. MODERN DENTAL PROFESSIONAL—ARIZONA, P.C. JANUARY 1, 2009 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.17 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN MDC SERVICES, INC. AND MODERN DENTAL PROFESSIONAL?ARIZONA, P.C. JANUARY 1, 2009 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective JANUARY 1, 2009 (the ?Effective Date?), between MDC SERVICES, INC., a DE corporati

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT MONARCH DENTAL ASSOCIATES (SOUTHWEST), INC. MODERN DENTAL PROFESSIONALS – EL PASO, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

Exhibit 10.16 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN MONARCH DENTAL ASSOCIATES (SOUTHWEST), INC. AND MODERN DENTAL PROFESSIONALS ? EL PASO, P.C. JANUARY 1, 2007 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (?Agreement?) is entered into effective January 1, 2007 (the ?Effective Date?), between Monarc

Additional abbreviations may also be used though not in above list.

Exhibit 4.1 NUMBER THIS CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN. SMILE BRANDS GROUP SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 83172M 10 9 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF SMILE BRANDS GROUP INC. transferable on the books of the Corporation by the holder h

CREDIT AGREEMENT SMILE BRANDS INC., SMILE BRANDS WEST, INC., SMILE BRANDS OF TEXAS, L.P., SMILE BRANDS EAST, INC. as Borrowers, THE LENDERS NAMED HEREIN WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, L/C Issuer and

Exhibit 10.1 CREDIT AGREEMENT among SMILE BRANDS INC., SMILE BRANDS WEST, INC., SMILE BRANDS OF TEXAS, L.P., and SMILE BRANDS EAST, INC. as Borrowers, THE LENDERS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, and SUNTRUST ROBINSON HUM

AMENDED AND RESTATED SMILE BRANDS GROUP INC. A Delaware Corporation Effective [ ] AMENDED AND RESTATED BYLAWS SMILE BRANDS GROUP INC. ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SMILE BRANDS GROUP INC. A Delaware Corporation Effective [ ] AMENDED AND RESTATED BYLAWS OF SMILE BRANDS GROUP INC. ARTICLE I OFFICES 1.1 Principal Executive Office. The principal executive office of Smile Brands Group Inc. (the ?Corporation?) shall be at such place established by the Board of Directors of the Corporation (the ?Board?) in its discretion.

March 26, 2010

Exhibit 99.1 March 26, 2010 Smile Brands Group Inc. 201 E. Sandpointe Santa Ana, California 92707 Dear Board of Directors of Smile Brands Group Inc: It is my understanding that Smile Brands Group Inc., a Delaware corporation (the ?Company?), has filed a Registration Statement on Form S-1 (Registration No. 333-163875) (the ?Registration Statement?) in connection with the anticipated initial public

[ ] Shares SMILE BRANDS GROUP INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 dex11.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 [ ] Shares SMILE BRANDS GROUP INC. Common Stock UNDERWRITING AGREEMENT [ ], 2010 CREDIT SUISSE SECURITIES (USA) LLC JEFFERIES & COMPANY, INC., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 and Jefferies & Company, Inc. 520 Madison Avenue New York,

SMILE BRANDS GROUP INC. 2010 PERFORMANCE INCENTIVE STOCK PLAN

Exhibit 10.8 SMILE BRANDS GROUP INC. 2010 PERFORMANCE INCENTIVE STOCK PLAN 1. PURPOSE OF PLAN The purpose of this Smile Brands Group Inc. 2010 Performance Incentive Stock Plan (this ?Plan?) of Smile Brands Group Inc., a Delaware corporation (the ?Corporation?), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of award

As filed with the Securities and Exchange Commission on March 26, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 2 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on March 26, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter)

[NAME OF STOCKHOLDER] [ADDRESS OF STOCKHOLDER]

Exhibit 10.12 [NAME OF STOCKHOLDER] [ADDRESS OF STOCKHOLDER] [DATE] [NAME OF OPTION HOLDER] [ADDRESS OF OPTION HOLDER] Dear Sirs: The undersigned, [NAME OF STOCKHOLDER] (?Stockholder?) hereby agrees with [NAME OF OPTION HOLDER], a [ ], (?Option Holder?), as follows: 1. In consideration of One Dollar ($1.00) in hand paid to Stockholder by Option Holder, Stockholder hereby grants to Option Holder (o

RESTATED CERTIFICATE OF INCORPORATION SMILE BRANDS GROUP INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SMILE BRANDS GROUP INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Smile Brands Group Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Smile Brands Group Inc. The C

DIRECTED STOCK TRANSFER AGREEMENT BY AND AMONG [OPTION HOLDER], [ ] , 20[ ] TABLE OF CONTENTS DIRECTED STOCK TRANSFER AGREEMENT

Exhibit 10.11 DIRECTED STOCK TRANSFER AGREEMENT BY AND AMONG [STOCKHOLDER], [OPTION HOLDER], AND [PARENT] [ ] , 20[ ] TABLE OF CONTENTS Page ARTICLE 1 - DIRECTED STOCK TRANSFER 1 Section 1.1. Right to Direct P.C. Stock Transfer 1 Section 1.2. Purchase Price 1 Section 1.3. Closing of P.C. Stock transfer Section 1.4. Documentation of P.C. Stock Transfer 1 Section 1.5. Escrow of P.C. Stock 2 Section

EMPLOYMENT AGREEMENT

Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of this 21st day of February, 2003, by and between Bright Now! Dental, Inc., a Washington corporation (the ?Company?), and Bradley Schmidt (the ?Employee?). RECITAL WHEREAS, the Company and Employee desire to enter into an employment agreement that will govern the terms and conditions of Employee?s emplo

Steven C. Bilt

Exhibit 10.12 Steven C. Bilt President and Chief Executive Officer November 4, 2004 Mr. Bradley Schmidt 64 Foxtail Lane Dove Canyon, CA 92679 Dear Brad: The purpose of this letter is to amend your certain Employment Agreement dated effective as of February 21, 2004. Paragraph 11 will hereby be amended such that references to six (6) months shall hereinafter be replaced by twelve (12) months. Pleas

BRIGHT NOW! DENTAL, INC. 2004 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSES OF THE PLAN 1 2. DEFINITIONS 1 3. STOCK SUBJECT TO THE PLAN 4 4. ADMINISTRATION OF THE PLAN 4 5. ELIGIBILITY 6 6. LIMITATIONS 6 7. TERM OF PLAN 7 8. TERM OF OPTION

Exhibit 10.15 BRIGHT NOW! DENTAL, INC. 2004 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSES OF THE PLAN 1 2. DEFINITIONS 1 3. STOCK SUBJECT TO THE PLAN 4 4. ADMINISTRATION OF THE PLAN 4 5. ELIGIBILITY 6 6. LIMITATIONS 6 7. TERM OF PLAN 7 8. TERM OF OPTION 7 9. OPTION EXERCISE PRICE AND CONSIDERATION 7 10. EXERCISE OF OPTION 8 11. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS 11

IVORY HOLDCO, INC. STOCK INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Dele

EX-10.14 7 dex1014.htm 2005 STOCK INCENTIVE PLAN Exhibit 10.14 IVORY HOLDCO, INC. STOCK INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. STOCK SUBJECT TO THE PLAN 4 4.1 Shares Available 4 4.2 Sha

IVORY HOLDCO, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 24, 2005

EX-4.2 2 dex42.htm STOCKHOLDERS' AGREEMENT, DATED AS OF MAY 24, 2005 Exhibit 4.2 IVORY HOLDCO, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 24, 2005 STOCKHOLDERS’ AGREEMENT dated as of May 24,2005 (this “Agreement”), among IVORY HOLDCO, INC., a Delaware corporation (the “Company”), FS EQUITY PARTNERS V, L.P., a Delaware limited partnership (“FS”), FS AFFILIATES V, L.P., a Delaware limited partners

As filed with the Securities and Exchange Commission on February 12, 2010

S-1/A 1 ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on February 12, 2010 Registration Number 333-163875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charte

Subsidiaries of Smile Brands Group Inc. Name Jurisdiction ConsumerHealth, Inc. (dba Newport Dental) California SB Holdings 1, Inc. Delaware SB Holdings 2, Inc. Delaware SB Holdings 3, Inc. Texas SB Holdings 4, Inc. Delaware Smile Brands East, Inc. De

EX-21.1 10 dex211.htm LIST OF SUBSIDIARIES OF THE COMPANY Exhibit 21.1 Subsidiaries of Smile Brands Group Inc. Name Jurisdiction ConsumerHealth, Inc. (dba Newport Dental) California SB Holdings 1, Inc. Delaware SB Holdings 2, Inc. Delaware SB Holdings 3, Inc. Texas SB Holdings 4, Inc. Delaware Smile Brands East, Inc. Delaware Smile Brands Inc. Washington Smile Brands of Abilene, L.P. Texas Smile B

AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT [SERVICE COMPANY] [PROFESSIONAL CORPORATION] AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT

EX-10.17 9 dex1017.htm FORM OF BUSINESS SUPPORT SERVICES AGREEMENT Exhibit 10.17 AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN [SERVICE COMPANY] AND [PROFESSIONAL CORPORATION] [DATE] AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (“Agreement”) is entered into effective [DATE] (the “Effective Date”), between

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?) is dated as of this 2nd day of December, 2008, by and between Bright Now! Dental, Inc., a Washington corporation (the ?Company?), and Steven C. Bilt (the ?Employee?). RECITAL WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated as of April 8,

INDEMNIFICATION AGREEMENT

Exhibit 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is made and entered into as of February 21, 2003, by and between BrightNow! Dental, Inc., a Washington corporation (the ?Corporation?) and Bradley Schmidt, an individual (the ?Indemnitee?), the Chief Financial Officer of the Corporation. RECITALS A. WHEREAS, the Indemnitee recognizes that there are potential r

As filed with the Securities and Exchange Commission on December 18, 2009

S-1 1 ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on December 18, 2009 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMILE BRANDS GROUP INC. (Exact name of registrant as specified in its charter) Delaware 8090 20-2828458 (State or Other Jur

Subsidiaries of Smile Brands Group Inc. Name Jurisdiction ConsumerHealth, Inc. (dba Newport Dental) California Ivory Intermediate Co., Inc. Delaware SB Holdings 1, Inc. Delaware SB Holdings 2, Inc. Delaware SB Holdings 3, Inc. Texas SB Holdings 4, In

List of Subsidiaries of the Company Exhibit 21.1 Subsidiaries of Smile Brands Group Inc. Name Jurisdiction ConsumerHealth, Inc. (dba Newport Dental) California Ivory Intermediate Co., Inc. Delaware SB Holdings 1, Inc. Delaware SB Holdings 2, Inc. Delaware SB Holdings 3, Inc. Texas SB Holdings 4, Inc. Delaware Smile Brands East, Inc. Delaware Smile Brands Inc. Washington Smile Brands of Abilene, L.