-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEw+RaqiG3TLZdmxolb1XfWXqDW1gvr/+5/zKO0LzxMNstzWFPgT+7IbCLaCHrWK 4ZnJg/DSaPzc5162e0/Vmw== 0001209191-08-005474.txt : 20080124 0001209191-08-005474.hdr.sgml : 20080124 20080124192550 ACCESSION NUMBER: 0001209191-08-005474 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080124 FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IPC The Hospitalist Company, Inc. CENTRAL INDEX KEY: 0001410471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 954562058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4605 LANKERSHIM BLVD., SUITE 617 CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91602 BUSINESS PHONE: 818-766-3502 MAIL ADDRESS: STREET 1: 4605 LANKERSHIM BLVD., SUITE 617 CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33930 FILM NUMBER: 08548908 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANKAMERICA INVESTMENT CORP CENTRAL INDEX KEY: 0001261870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33930 FILM NUMBER: 08548909 MAIL ADDRESS: STREET 1: 231 SOUTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60697 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA VENTURES CENTRAL INDEX KEY: 0001134392 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33930 FILM NUMBER: 08548910 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE, SUITE 700 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6503786000 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2008-01-24 0 0001410471 IPC The Hospitalist Company, Inc. IPCM 0001134392 BANK OF AMERICA VENTURES C/O SCALE MANAGEMENT, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY CA 94404 0 0 1 0 0001261870 BANKAMERICA INVESTMENT CORP C/O SCALE MANAGEMENT, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY CA 94404 0 0 1 0 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON STREET CHARLOTTE NC 28255 0 0 1 0 Series B Convertible Preferred Stock Common Stock 6071428 D Series B Convertible Preferred Stock Common Stock 1071429 D Series C Convertible Preferred Stock Common Stock 2559155 D Series C Convertible Preferred Stock Common Stock 451615 D Series D Convertible Preferred Stock Common Stock 8076010 D Series D Convertible Preferred Stock Common Stock 1425178 D Warrants (right to buy) 0.842 2000-12-15 2008-04-07 Series C Convertible Preferred Stock 504751 D Warrants (right to buy) 0.842 2000-12-15 2008-04-07 Series C Convertible Preferred Stock 89073 D Warrants (right to buy) 0.842 2002-10-07 2008-04-07 Series D Convertible Preferred Stock 1615202 D Warrants (right to buy) 0.842 2002-10-07 2008-04-07 Series D Convertible Preferred Stock 285036 D Stock option (right to buy) 1.60 2016-03-02 Common Stock 2344 I By affiliate Stock option (right to buy) 1.43 2017-01-01 Common Stock 2344 I By affiliate Stock option (right to buy) 16.00 2018-01-01 Common Stock 4688 I By affiliate The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares will automatically convert to common stock immediately prior to the closing of the issuer's initial public offering, which is estimated to occur on or about January 30, 2008. Each share of preferred stock is expected to convert into 0.15625 shares of the issuer's common stock. The securities are held of record by Bank of America Ventures ("BAV"). Bank of America Corporation ("BAC") is the parent of BAV. Under the terms of an investment management agreement between the Scale Management, LLC ("Scale"), BAC, BAV and BAIC, Scale manages the investments of the securities of the issuer of held of record by BAV and BAIC and therefore may be deemed to have beneficial ownership of the securities of the securities held by BAV and BAIC. Scale disclaims beneficial ownership of all securities of the issuer held of record by BAV and BAIC. BAV and BAIC, as applicable, share dispositive power over such securities of the issuer with Scale. BAC, as the parent of BAV and BAIC, may also be deemed to share dispositive power over the securities of the issuer held of record by BAV and BAIC as a result of certain approval rights with respect to such securities. The securities are held of record by BankAmerica Investment Corporation ("BAIC"). BAC is the parent of BAIC. Option was granted on March 2, 2006 and vested in monthly installments over the subsequent 12 month period. This option was granted to Mark J. Brooks, a director of the issuer who is a manager of Scale. Under Scale's policies, BAV is entitled to the shares issued upon exercise of the option. BAV may be deemed to be an indirect beneficial owner of the option. Option was granted on January 1, 2007 and vested in monthly installments over the subsequent 12 month period. Option was granted on January 1, 2008 and vests in equal monthly installments over a 12 month period beginning on the date of grant. Exhibit List Exhibit 24 - Power of Attorney /s/ Mark J. Brooks, attorney-in-fact 2008-01-24 /s/ Mark J. Brooks, attorney-in-fact 2008-01-24 /s/ Mark J. Brooks, attorney-in-fact 2008-01-24 EX-24.3_221287 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Mark Brooks, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, all reports to be filed by the undersigned pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder (including Forms 3, 4, and 5 and any successor forms) (the "Section 16 Reports") with respect to the equity securities of IPC The Hospitalist Company, Inc. (the "Company"); (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Section 16 Report, complete and execute any amendment or amendments thereto, and file such report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The powers granted above may be exercised by each such attorney-in-fact on behalf of the undersigned, individually, and on behalf of the undersigned fiduciary or representative capacity in which the undersigned may be acting. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall be effective as of the date set forth below and shall continue in full force and effect until the undersigned is no longer required to file Section 16 Reports with respect to the equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of January, 2008. BANK OF AMERICA CORPORATION Signature: /s/ Jeffrey Atkins Name: Jeffrey Atkins BANKAMERICA INVESTMENT CORPORATION Signature: /s/ Jeffrey Atkins Name: Jeffrey Atkins BANK OF AMERICA VENTURES Signature: /s/ Jeffrey Atkins Name: Jeffrey Atkins -----END PRIVACY-ENHANCED MESSAGE-----