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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Graymark Healthcare, Inc. (MM) | NASDAQ:GRMHD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Oklahoma
|
8093 | 20-0180812 | ||
(State or Other Jurisdiction
of
Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Robert E. Puopolo, Esq.
Greenberg Traurig LLP One International Place Boston, MA 02110 (617) 310-6000 Fax: (617) 310-6001 |
Michael D. Maline, Esq.
Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 Fax: (212) 355-3333 |
|
Large Accelerated
Filer
o
|
Accelerated Filer o |
Non-accelerated
Filer
o
(Do not check if a smaller reporting company |
Smaller Reporting Company þ |
Item 13. | Other Expenses of Issuance and Distribution |
SEC registration fee
|
$ | 4,098.76 | ||
FINRA filing fee
|
5,800.00 | |||
Transfer agent and registrar fees
|
2,500.00 | |||
Accounting fees and expenses
|
100,000.00 | |||
Legal fees and expenses
|
250,000.00 | |||
Printing and engraving expenses
|
100,000.00 | |||
Miscellaneous
|
37,601.30 | |||
Total
|
$ | 500,000.00 | ||
* | To be provided by amendment |
Item 14. | Indemnification of Officers and Directors |
II-1
Item 15. | Recent Sales of Unregistered Securities |
II-2
II-3
Item 16. | Exhibits and Financial Statement Schedules |
Item 17. | Undertakings |
II-4
By: |
/s/
Stanton Nelson
|
Signature
|
Title
|
|||
/s/ Stanton
Nelson
|
Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | |||
*
|
Chief Financial Officer (Principal Financial Officer) | |||
*
|
Chief Accounting Officer (Principal Accounting Officer) | |||
*
|
Director | |||
*
|
Director | |||
*
|
Director | |||
*
|
Director | |||
*By: |
/s/ Stanton
Nelson
Attorney-In-Fact |
II-5
Exhibit No.
|
Description | |||
1 | .1** | Form of Underwriting Agreement. | ||
3 | .1 | Registrants Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1.1 of Registrants Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2008. | ||
3 | .1.1+ | Certificate of Amendment to the Registrants Restated Certificate of Incorporation. | ||
3 | .2 | Registrants Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 of Registrants Quarterly Report on Form 10-Q as filed with the Commission on August 14, 2008. | ||
4 | .1 | Form of Certificate of Common Stock of Registrant, incorporated by reference to Exhibit 4.1 of Registrants Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004. | ||
4 | .2 | Form of Amended and Restated Common Stock Purchase Warrant Agreement issued to SXJE, LLC and dated March 2007, is incorporated by reference to Exhibit 4.2 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
4 | .3 | Financial Advisor Warrant Agreement issued to ViewTrade Securities, Inc. and dated June 11, 2009, is incorporated by reference to Exhibit 4.7 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
5 | .1+ | Opinion of McAfee & Taft, P.C. | ||
10 | .1 | Graymark Productions, Inc. 2003 Stock Option Plan, incorporated by reference to Exhibit 10.5 of Registrants Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004. | ||
10 | .2 | Graymark Productions, Inc. 2003 Non-Employee Stock Option Plan, incorporated by reference to Exhibit 10.6 of Registrants Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004. | ||
10 | .3 | Graymark Healthcare, Inc. 2008 Long-term Incentive Plan adopted by Registrant on the effective date of October 29, 2008, is incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 9, 2008. | ||
10 | .3.1 | Graymark Healthcare, Inc. 2008 Long-term Incentive Plan, Form of Restricted Stock Award Agreement, is incorporated by reference to Exhibit 10.3.1 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
10 | .3.2 | Graymark Healthcare, Inc. 2008 Long-term Incentive Plan, Form of Stock Option Agreement, is incorporated by reference to Exhibit 10.3.2 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
10 | .4 | Exchange Agreement between Registrant, SDC Holdings, LLC, SDOC Investors, LLC, Vahid Salalati, Greg Luster, Kevin Lewis, Roger Ely, ApothecaryRx, LLC, Oliver RX Investors, LLC, Lewis P. Zeidner, Michael Gold, James A. Cox, and John Frick, dated October 29, 2007, is incorporated by reference to Registrants Schedule 14 Information Statement filed with the U.S. Securities and Exchange Commission on December 5, 2007. | ||
10 | .5 | Registration Rights Agreement between Registrant, Oliver Company Holdings, LLC, Lewis P. Zeidner, Stanton Nelson, Vahid Salalati, Greg Luster, William R. Oliver, Kevin Lewis, John B. Frick Revocable Trust, Roger Ely, James A. Cox, Michael Gold, Katrina J. Martin Revocable Trust, dated January 2, 2008, is incorporated by reference to Registrants Schedule 14 Information Statement filed with the U.S. Securities and Exchange Commission on December 5, 2007. | ||
10 | .6 | Asset Purchase Agreement among ApothecaryRx, LLC, Rambo Pharmacy, Inc. and Norman Greenburg, dated January 3, 2008, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2008. |
Exhibit No.
|
Description | |||
10 | .7 | Goodwill Protection Agreement between ApothecaryRx, LLC, Rambo Pharmacy, inc. and Norman Greenburg, dated January 12, 2008, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2008. | ||
10 | .8 | Employment Agreement between ApothecaryRx, LLC and Aric Greenburg, dated January 17, 2008, is incorporated by reference to Exhibit 10.3 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2008. | ||
10 | .9 | Transition Agreement between ApothecaryRx, LLC, Rambo Pharmacy, Inc. and Norman Greenburg, dated January 17, 2008, is incorporated by reference to Exhibit 10.4 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2008. | ||
10 | .10 | Lease Agreement between ApothecaryRx, LLC and Rambo Pharmacy, Inc., dated January 12, 2008, is incorporated by reference to Exhibit 10.5 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 29, 2008. | ||
10 | .11 | Asset Purchase Agreement between ApothecaryRx, LLC and Thrifty Drug Stores, Inc., dated February 8, 2008, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 6, 2008. | ||
10 | .12 | Goodwill Protection Agreement between ApothecaryRx, LLC and Thrifty Drug Stores, Inc., dated February 29, 2008, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 6, 2008. | ||
10 | .13 | Pharmacy Purchase Agreement between ApothecaryRx, LLC, Rehn-Huerbinger Drug Co., 666 Drug Co., Wilmette-Huerbinger Drug Co., Edward Cox, Simpson Gold, Lawrence Horwitz, and Steven Feinerman, dated May 2, 2008, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .13.1 | First Amendment to Pharmacy Purchase Agreement between ApothecaryRx, LLC, Rehn-Huerbinger Drug Co., 666 Drug Co., Wilmette-Huerbinger Drug Co., Edward Cox, Simpson Gold, Lawrence Horwitz, and Steven Feinerman, dated May 23, 2008, is incorporated by reference to Exhibit 10.7 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .13.2 | Second Amendment to Pharmacy Purchase Agreement between ApothecaryRx, LLC, Rehn-Huerbinger Drug Co., 666 Drug Co., Wilmette-Huerbinger Drug Co., Edward Cox, Simpson Gold, Lawrence Horwitz, and Steven Feinerman, dated June 3, 2008, is incorporated by reference to Exhibit 10.8 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .14 | Goodwill Protection agreement between ApothecaryRx, LLC, Edward Cox, Simpson Gold and Lawrence Horwitz, dated June 3, 2008, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .15 | Employment Agreement between ApothecaryRx, LLC and Lawrence Horwitz, dated June 3, 2008, is incorporated by reference to Exhibit 10.3 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .16 | Employment Agreement between ApothecaryRx, LLC and Steven Feinerman, dated June 3, 2008, is incorporated by reference to Exhibit 10.4 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .17 | Employment Agreement between ApothecaryRx, LLC and Edward Cox, dated June 3, 2008, is incorporated by reference to Exhibit 10.5 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .18 | Employment Agreement between ApothecaryRx, LLC and Simpson Gold, dated June 3, 2008, is incorporated by reference to Exhibit 10.6 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2008. | ||
10 | .19 | Purchase Agreement between TCSD of Waco, LLC and Sleep Center of Waco, Ltd., dated May 30, 2008, is incorporated by reference to Exhibit 10.3 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 13, 2008. |
Exhibit No.
|
Description | |||
10 | .20 | Purchase Agreement between Capital Sleep Management, LLC, Plano Sleep Center, Ltd., and Southlake Sleep Center, Ltd., dated May 30, 2008, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 13, 2008. | ||
10 | .21 | Asset Purchase Agreement between SDC Holdings, LLC, Christina Molfetta and Hanna Friends Trust, dated June 1, 2008, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 13, 2008. | ||
10 | .22 | Loan Agreement between Registrant, SDC Holdings, LLC, ApothecaryRx, LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M. Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004, Vahid Salalati, Greg Luster, Kevin Lewis, Roger Ely and Lewis P. Zeidner and Arvest Bank, dated May 21, 2008 is incorporated by reference to Exhibit 10.31 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2009. | ||
10 | .22.1 | Amendment to Loan Agreement between Registrant, SDC Holdings, LLC, ApothecaryRx, LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M. Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004, Vahid Salalati, Greg Luster, Kevin Lewis, Roger Ely and Lewis P. Zeidner and Arvest Bank, effective May 21, 2008 is incorporated by reference to Exhibit 10.32 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2009. | ||
10 | .22.2 | Second Amendment to Loan Agreement between Registrant, SDC Holdings, LLC, ApothecaryRx, LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M. Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004, Vahid Salalati, Greg Luster, Kevin Lewis, Roger Ely and Lewis P. Zeidner and Arvest Bank, effective May 21, 2008, is incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10 Q filed with the U.S. Securities and Exchange Commission on August 14, 2009. | ||
10 | .22.3** | Third Amendment to Loan Agreement between Registrant, SDC Holdings, LLC, ApothecaryRx, LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M. Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004, Vahid Salalati, Greg Luster, Kevin Lewis, Roger Ely and Lewis P. Zeidner and Arvest Bank, effective May 21, 2008. | ||
10 | .22.4** | Amended and Restated Loan Agreement dated December 17, 2010 by and among Graymark Healthcare, Inc., SDC Holdings, LLC, ApothecaryRx, LLC, Oliver Company Holdings, LLC, Roy T. Oliver, Stanton M. Nelson, Roy T. Oliver as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004, Kevin Lewis, Roger Ely, Lewis P. Zeidner and Arvest Bank. | ||
10 | .22.5 | Letter Agreement dated March 11, 2011 by and between Graymark Healthcare, Inc. and Arvest Bank, is incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on March 22, 2011. | ||
10 | .23 | Stock Sale Agreement dated August 19, 2009 by and among SDC Holdings, LLC, AvastraUSA, Inc. and Avastra Sleep Centers Limited, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on August 26, 2009. | ||
10 | .23.1 | First Amendment to Stock Sale Agreement dated August 23, 2009 among SDC Holdings, LLC, AvastraUSA, Inc. and Avastra Sleep Centers Limited, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on August 26, 2009. | ||
10 | .23.2 | Second Amendment to Stock Sale Agreement dated September 14, 2009 among SDC Holdings, LLC, AvastraUSA, Inc. and Avastra Sleep Centers Limited, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on September 16, 2009. | ||
10 | .24 | Lock up and Stock Pledge Agreement dated September 14, 2009 among Graymark Healthcare, Inc., SDC Holdings, LLC, AvastraUSA, Inc. and Avastra Sleep Centers Limited, is incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on September 16, 2009. |
Exhibit No.
|
Description | |||
10 | .25 | Settlement Agreement and Release dated September 14, 2009 among Daniel I. Rifkin, M.D., Graymark Healthcare, Inc., SDC Holdings, LLC, Avastra Sleep Centers Limited, AvastraUSA, Inc, is incorporated by reference to Exhibit 10.3 of the Registrants Current Report on Form 8-K/A filed with the U.S. Securities Exchange Commission on September 21, 2009. | ||
10 | .26 | Amended and Restated Employment Agreement between Registrant and Grant A. Christianson, dated October 19, 2010, is incorporated by reference to Exhibit 10.4 of the Registrants Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 15, 2010. | ||
10 | .27 | Employment Agreement between Registrant and Stanton Nelson, dated October 13, 2009, is incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 14, 2009. | ||
10 | .28 | Amended and Restated Employment Agreement among the Registrant, Lewis P. Zeidner, and ApothecaryRx, LLC, dated October 13, 2009, is incorporated by reference to Exhibit 10.3 of the Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 14, 2009. | ||
10 | .29 | Employment Agreement between Registrant and Joseph Harroz, Jr., dated December 5, 2008, is incorporated by reference to Exhibit 10.2 of Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 9, 2008. | ||
10 | .30 | Agreement between the Registrant and Joseph Harroz, Jr., dated March 25, 2010, is incorporated by reference to Exhibit 10.30 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
10 | .31 | Restricted Stock Award Agreement between the Registrant and Stanton Nelson, dated March 25, 2010 is incorporated by reference to Exhibit 10.31 of the Registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2010. | ||
10 | .32 | Employment Agreement between the Registrant and Edward M. Carriero, Jr., dated October 7, 2010, is incorporated by reference to Exhibit 10.3 of the Registrants Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 15, 2010. | ||
10 | .33 | Asset Purchase Agreement dated September 1, 2010 among Walgreen Co., ApothecaryRx, LLC, and, to certain sections only, Graymark Healthcare, Inc., is incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 2, 2010. | ||
10 | .33.1 | First Amendment to Asset Purchase Agreement dated October 29, 2010 among Walgreen Co., ApothecaryRx, LLC, and, to certain sections only, Graymark Healthcare, Inc., is incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 29, 2010. | ||
10 | .34 | Employment Agreement between Registrant and Rick D. Simpson, dated December 5, 2008, is incorporated by reference to Exhibit 10.3 of Registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 9, 2008. | ||
10 | .35 | Form of Indemnification Agreement between the Company and each of its directors and executive officers, is incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on August 24, 2010. | ||
10 | .36.1 | Loan Agreement dated March 16, 2011 by and between Valiant Investments LLC and Graymark Healthcare, Inc., is incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on March 22, 2011. | ||
10 | .36.2 | Note dated March 16, 2011 issued by Graymark Healthcare, Inc., is incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on March 22, 2011. | ||
10 | .36.3 | Subordination Agreement dated March 16, 2011 by and among Valiant Investments, L.L.C., ApothecaryRx, LLC, SDC Holdings LLC and Graymark Healthcare, Inc., in favor of Arvest Bank, is incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on March 22, 2011. | ||
10 | .37 | Form of Subscription Agreement dated April 30, 2011 by and between each of Graymark Healthcare, Inc., and each of MTV Investments, LP, Black Oak II, LLC, TLW Securities, LLC and Valiant Investments, LLC, is incorporated by reference to Exhibit 10.1 to the Registrants Current Report with the U.S. Securities and Exchange Commission on Form 8-K filed on May 5, 2011. |
Exhibit No.
|
Description | |||
10 | .38 | Form of Warrant Agreement dated May 4, 2011 issued to each of MTV Investments, LP, Black Oak II, LLC, TLW Securities, LLC and Valiant Investments, LLC, is incorporated by reference to Exhibit 10.2 to the Registrants Current Report with the U.S. Securities and Exchange Commission on Form 8-K filed on May 5, 2011. | ||
23 | .1** | Consent of Eide Bailly, LLP | ||
23 | .2+ | Consent of McAfee & Taft, P.C. (included in Exhibit 5.1) | ||
24 | .1** | Power of attorney (see page II-5) |
+ | Filed herewith. |
** | Previously filed. |
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