PRSC » Topics » EXHIBIT INDEX

This excerpt taken from the PRSC 8-K filed Oct 13, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

4.1    Amendment No. 1 to the Preferred Stock Rights Agreement, dated as of October 9, 2009, by and between The Providence Service Corporation and Computershare Trust Company, N.A., as Rights Agent.

 

6

This excerpt taken from the PRSC 10-Q filed May 7, 2009.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

  3.1(1)

   Amended and Restated Bylaws of The Providence Service Corporation, effective February 24, 2009.

10.1(2)

   Amendment No. 1 dated as of March 11, 2009 to the Credit and Guarantee Agreement among The Providence Service Corporation, CIT Healthcare LLC, Bank of America, N.A. SunTrust Bank, ING Capital LLC and Royal Bank of Canada.

10.2(3)

   Amendment No. 1 dated March 13, 2009 to the Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fletcher Jay McCusker.

10.3(3)

   Amendment No. 1 dated March 13, 2009 to the Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Michael N. Deitch.

10.4(3)

   Amendment No. 1 dated March 13, 2009 to the Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fred D. Furman.

10.5(3)

   Amendment No. 1 dated March 13, 2009 to the Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Craig A. Norris.

10.6(3)

   Amendment No. 1 dated March 3, 2009 to the Employment Agreement of John Shermyen dated as of November 6, 2007.

31.1

   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer

31.2

   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer

32.1

   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer

32.2

   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

(1) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2009.
(2) Incorporated by reference from an exhibit to the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2009.
(3) Incorporated by reference from an exhibit to the registrant’s annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 30, 2009.

 

45

This excerpt taken from the PRSC 8-K filed Mar 3, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1

   Press Release issued by The Providence Service Corporation on March 3, 2009.
This excerpt taken from the PRSC 8-K filed Feb 25, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

3.1    Amended and Restated Bylaws of The Providence Service Corporation, effective February 24, 2009.
99.1    Press Release issued by The Providence Service Corporation on February 24, 2009.

 

-7-

This excerpt taken from the PRSC 8-K filed Feb 18, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Response of The Providence Service Corporation delivered on February 18, 2009 to an affiliate of Avalon Correctional Services, Inc. responding to its demand made on February 10, 2009 to inspect and copy various books and records of the Company.

 

4

This excerpt taken from the PRSC DEFA14A filed Feb 18, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Response of The Providence Service Corporation delivered on February 18, 2009 to an affiliate of Avalon Correctional Services, Inc. responding to its demand made on February 10, 2009 to inspect and copy various books and records of the Company.

 

4

This excerpt taken from the PRSC 8-K filed Jan 26, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Response of The Providence Service Corporation delivered on January 26, 2009 to an affiliate of Avalon Correctional Services, Inc. responding to its demand made on January 21, 2009 to inspect and copy the Company’s shareholder list and various related records.
99.2    Response of The Providence Service Corporation delivered on January 26, 2009 to an affiliate of Avalon Correctional Services, Inc. responding to its demand made on January 21, 2009 to inspect and copy various books and records of the Company.
99.3    Press Release issued by The Providence Service Corporation on January 26, 2009.

 

-3-

This excerpt taken from the PRSC 8-K filed Jan 6, 2009.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Providence Service Corporation Analyst Conference Slide Presentation dated January 2009.
This excerpt taken from the PRSC 8-K filed Dec 23, 2008.

EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Summary of the Preferred Stock Purchase Rights issued by The Providence Service Corporation pursuant to the Preferred Stock Purchase Agreement, dated as of December 9, 2008, by and between The Providence Service Corporation and Computershare Trust Company, N.A., as Rights Agent.
99.2    Letter to Stockholders, dated as of December 22, 2008, from Fletcher Jay McCusker, Chief Executive Officer of The Providence Service Corporation.

 

4

This excerpt taken from the PRSC 8-K filed Dec 10, 2008.

EXHIBIT INDEX

 

Exhibit

  

Description

3.3    Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of Delaware on December 10, 2008.
4.1    Preferred Stock Rights Agreement, dated as of December 9, 2008, by and between The Providence Service Corporation. and Computershare Trust Company, N.A., as Rights Agent.
99.1    Press Release issued by The Providence Service Corporation on December 10, 2008, announcing adoption of the Stockholder Rights Plan.

 

8

This excerpt taken from the PRSC 8-K filed Nov 21, 2008.

EXHIBIT INDEX

 

Exhibit

 

Description

3.1   Amended and Restated Bylaws of The Providence Service Corporation, effective November 20, 2008.
99.1   Press Release issued by The Providence Service Corporation on November 21, 2008.

 

-9-

This excerpt taken from the PRSC 10-Q filed Nov 10, 2008.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

31.1    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

51

This excerpt taken from the PRSC 10-Q filed Aug 8, 2008.

EXHIBIT INDEX

 

Exhibit
Number

 

Description

10.1(1)   The Providence Service Corporation 2006 Long-Term Incentive Plan, as amended.
10.2(2)   Consulting Agreement dated as of April 11, 2008 between The Providence Service Corporation and Steven I. Geringer.
31.1   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

(1) Incorporated by reference from an Appendix to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on April 25, 2008.
(2) Incorporated by reference from an exhibit filed with the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2008.

 

44

This excerpt taken from the PRSC 10-Q filed May 9, 2008.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1(1)    Consulting Agreement dated as of April 11, 2008 between The Providence Service Corporation and Steven I. Geringer.
31.1        Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2        Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1        Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2        Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

(1) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2008.

 

37

This excerpt taken from the PRSC 10-Q filed Nov 7, 2007.

EXHIBIT INDEX

 

Exhibit
Number
     

Description

  2.1   (1)   Share Purchase Agreement dated as of August 1, 2007 by and between The Providence Service Corporation, 0798576 B.C. Ltd., PSC of Canada Exchange Corp., WCG International Consultants Ltd., Ian Ferguson, Elizabeth Ferguson, James Rae, Robert Skene, Walrus Holdings Ltd., Darlene Bailey, John Parker, Jenco Enterprises Ltd. and Ian Ferguson, as the sellers representative. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
10.1   (2)   Providence Service Corporation Deferred Compensation Plan.
10.2   (2)   Adoption Agreement related to the Providence Service Corporation Deferred Compensation Plan.
31.1     Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2     Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1     Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2     Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

(1) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2007.
(2) Incorporated by reference from an exhibit to the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission on August 31, 2007.

 

36

This excerpt taken from the PRSC 10-Q filed Aug 9, 2007.

EXHIBIT INDEX

 

Exhibit
Number
  

Description

31.1    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

35

This excerpt taken from the PRSC 10-Q filed May 10, 2007.

EXHIBIT INDEX

 

Exhibit
Number
      

Description

10.1*   (1)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fletcher Jay McCusker
10.2*   (1)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Michael N. Deitch
10.3*   (1)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Fred D. Furman
10.4*   (1)    Employment Agreement dated March 22, 2007 between The Providence Service Corporation and Craig A. Norris

 

30


Table of Contents
31.1      Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2      Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1      Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2      Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference from an exhibit to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2007.

 

31

This excerpt taken from the PRSC 10-Q filed Nov 9, 2006.

EXHIBIT INDEX

 

Exhibit
Number
     

Description

2.1   (1)   Asset Purchase Agreement dated as of August 4, 2006 by and between Providence Community Services, Inc., a wholly-owned subsidiary of The Providence Service Corporation, and Ross Education, LLC and The Providence Service Corporation (as Guarantor).
31.1     Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2     Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1     Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2     Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 


(1) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2006.

 

44

This excerpt taken from the PRSC 10-Q filed Aug 9, 2006.

EXHIBIT INDEX

 

Exhibit
Number
 

Description

  2.1(1)   Purchase Agreement dated as of April 25, 2006 by and between The Providence Service Corporation and W.D. Management, L.L.C., Tom R. Goss, Bontiea Goss, Jane A. Pille, Keith F. Noble and Marilyn L. Nolan.
10.1(2)   2006 Long-Term Incentive Plan
10.2(3)   Form of Restricted Stock Agreement
10.3(3)   Form of Stock Option Agreements
31.1       Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2       Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1       Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2       Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

(1) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2006.

 

(2) Incorporated by reference from an Appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2006.

 

(3) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2006.

 

43

This excerpt taken from the PRSC 10-Q filed May 10, 2006.

EXHIBIT INDEX

 

Exhibit
Number
 

Description

  2.1 (1)   Purchase Agreement dated as of April 25, 2006 by and between The Providence Service Corporation and W.D. Management, L.L.C., Tom R. Goss, Bontiea Goss, Jane A Pille, Keith F. Noble and Marilyn L. Nolan.
31.1   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

(1) Incorporated by reference from an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2006.

 

34

This excerpt taken from the PRSC 10-Q filed Nov 7, 2005.

EXHIBIT INDEX

 

Exhibit
Number


       

Description


2.1    (1)    Purchase Agreement dated as of August 22, 2005 by and between The Providence Service Corporation and Maple Services, LLC, Maple Star Nevada, 763667 Alberta Ltd., 1239658 Ontario Inc., Hamilton C. Hudson, Hudson Family Trust, Leonard Rutman, The Rutman Family Trust and Kay Hudson.
2.2    (2)    Purchase Agreement dated as of September 20, 2005 by and between The Providence Service Corporation and Transitional Family Services, Inc., AlphaCare Resources, Inc., Ron L. Braund and Ron L and Virginia M. Braund Charitable Remainder Unitrust.
31.1         Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2         Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1         Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2         Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

(1) Previously filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2005.
(2) Previously filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2005.

 

43

This excerpt taken from the PRSC 8-K filed Aug 26, 2005.

EXHIBIT INDEX

 

Exhibit
Number


    

Description


2.1 *    Purchase Agreement dated as of June 13, 2005 by and between The Providence Service Corporation and Children’s Behavioral Health, Inc., Nulton Diagnostic & Treatment Center, P.C. and Larry J. Nulton, Ph.D. (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); The Providence Service Corporation agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request.)
23.1      Consent of Independent Registered Public Accounting Firm.
99.1 *    Press Release dated June 14, 2005.

* Previously filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2005.

 

25

This excerpt taken from the PRSC 10-Q filed Aug 9, 2005.

EXHIBIT INDEX

 

Exhibit
Number


  

Description


10.1    2003 Stock Option Plan, as amended
10.2    Second Amended and Restated Revolving Credit Note
10.3    Second Amended and Restated Term Note
10.4    2005 Annual Incentive Compensation Plan
31.1    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2    Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer

 

38

This excerpt taken from the PRSC 10-Q filed May 4, 2005.

EXHIBIT INDEX

 

Exhibit
Number


 

Description


10.1   Summary Sheet Of Director Fees and Executive Officer Compensation
31.1   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer
31.2   Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer
32.1   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer
32.2   Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer
99.1   Earnings release issued by The Providence Service Corporation on May 4, 2005.

 

27

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