As filed with the Securities and Exchange Commission on June 24, 2010
Registration No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EMERGENCY MEDICAL SERVICES
CORPORATION
(Exact name of Registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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20-3738384
(I.R.S. Employer
Identification No.)
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6200 S. Syracuse Way
Greenwood Village, Colorado
(Address of principal executive offices)
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80111
(Zip code)
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Emergency Medical Services Corporation Deferred
Compensation Plan
(Full titles of the plans)
Craig
Wilson, Esq.
Carl
Berglind, Esq.
Emergency Medical Services
Corporation
6200 S. Syracuse Way,
Suite 200, Greenwood Village, CO 80111-4737
(303) 495-1200
(Name and address including zip code, and
telephone number,
including area code of agent for service)
Copies to:
Lynn Toby Fisher, Esq.
Joel
I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, N.Y. 10022
(212) 836-8000
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 definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting
company)
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CALCULATION OF REGISTRATION
FEE
Title of Securities to be
Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
Per Obligation
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of
Registration Fee(2)
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Deferred Compensation
Plan Obligations(1)
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$
15,000,000
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100%
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$
15,000,000
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$
1069.50
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(1) The
deferred compensation obligations being registered are offered under the
Emergency Medical Services Corporation Deferred Compensation Plan (the Plan)
and are unsecured obligations of the Registrant to pay deferred compensation in
the future to participating key employees of the Company in accordance with the
terms of the Plan.
(2) The
amount being registered is based upon an estimate of the amount of compensation
to be deferred by participants in the Plan and is estimated solely for the
purpose of calculating the registration fee pursuant to
Rules 457(h) of the Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1.
Plan Information *
Item 2.
Registrant Information and Employee Plan Annual
Information *
* The documents containing the information
specified in Part I will be sent or given to employees or others as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the
Securities Act
). In accordance with the
rules and regulations of the Securities and Exchange Commission (the
Commission
) and the
instructions to Form S-8, such documents are not being filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation by Reference
The following documents filed by Emergency Medical
Services Corporation (
we
,
us
, the
Company
or
Registrant
) with the Commission are hereby incorporated by
reference into this Registration Statement on Form S-8 (this
Registration Statement
):
1.
Annual
Report on Form 10-K for the year ended December 31, 2009, filed with
the Commission on February 19, 2010, pursuant to the Securities Exchange
Act of 1934, as amended (the
Exchange Act
)
2.
All
other reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 2009.
In addition, this Registration Statement will
incorporate by reference all documents we file under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration
Statement and before the filing of a post-effective amendment stating that all
securities offered have been sold or deregistering all securities then
remaining unsold. All those documents will be considered a part of this
Registration Statement from the respective dates we file them. A Current Report
on Form 8-K furnished to the Commission will not be incorporated by
reference into this Registration Statement. Any statement in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement will be deemed to be modified or superseded to the extent that a
statement contained in this Registration Statement or in any other later filed
document that also is or is deemed to be incorporated by reference modifies or
supersedes the statement. Any statement modified or superseded will not be
deemed, except as modified or superseded, to be a part of this Registration
Statement.
Item 4.
Description of Securities
The securities being registered pursuant to the
Registrants Deferred Compensation Plan (the
Plan
)
represent obligations (the
Obligations
)
of the Registrant to pay deferred compensation in the future according to the
terms of the Plan. The Plan will become effective June 30, 2010. The Plan
allows Eligible Employees (as defined in the Plan) to defer up to 80% of their
annual salary, up to 100% of their short-term or long-term incentive
compensation and 100% of any refunds of an Eligible Employees contributions
made to a 401(k) retirement savings plan. The Plan is unfunded for
purposes of the Employee Retirement Income Security Act.
The Obligations are general unsecured obligations
of the Registrant that are subject to the claims of its general creditors and
rank equally with other unsecured indebtedness of the Registrant from time to
time outstanding. The Eligible Employees will have no greater rights than those
of an unsecured general creditor of the Registrant. The Obligations are not
convertible into any other security of the Registrant and there is no trading
market for the Obligations.
1
The Plan will be administered by the Emergency
Medical Services Corporation Compensation Committee, which may delegate its authority
to a Deferred Compensation Plan Committee (the
Committee
),
which will be appointed from time to time by the Compensation Committee. The Compensation Committee, or if it
delegates its authority to the Committee, the Committee, as the Plan Administrator,
will have full power and authority to interpret the Plan, to prescribe, amend
and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan and to make any other
determinations and to take any other actions as it deems necessary or advisable
in carrying out its duties under the Plan.
The Obligations will consist of an amount equal to
each Eligible Employees accounts under the Plan, which includes (i) the
Eligible Employees compensation deferral amounts;
plus
(ii) any
Discretionary Company Credit (as defined in the Plan);
plus
or
minus
(iii) amounts credited to or debited from the Eligible Employees accounts
based on the investment gains or losses on the measurement fund alternatives
selected by the Eligible Employee;
minus
(iv) all distributions or
withdrawals made to the Eligible Employee or his or her beneficiary pursuant to
the Plan from the Eligible Employees accounts under the Plan.
Upon enrollment, Eligible Employees shall elect the
time and method of distribution. All distributions must be made at a time and
in a form that is consistent with the distribution options made available under
the Plan and permitted under applicable law.
In the sole discretion of the Plan Administrator, early withdrawals may
be made for an Unforeseeable Emergency (as defined in the Plan).
The foregoing summary of the Plan is qualified in
its entirety by reference to the terms and conditions of the Plan.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Delaware General
Corporation Law
We are incorporated under the laws of the State of
Delaware. Under Section 145 of the Delaware General Corporation Law
(the
DGCL
), a corporation may indemnify its directors, officers, employees and agents
and its former directors, officers, employees and agents and those who serve,
at the corporations request, in such capacities with another enterprise,
against expenses, including attorneys fees, as well as judgments, fines and
settlements in non-derivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The DGCL
provides, however, that such person must have acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, the DGCL does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has
been adjudged liable to the corporation, unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to
indemnity for costs the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or
matter has been successfully defended.
Certificates of Incorporation and
By-Laws
In accordance with Section 102(b)(7) of
the DGCL, our certificate of incorporation provides that none of our directors
shall be personally liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except that a director may be liable
(a) for any breach of the directors duty of loyalty to the Company or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (c) under
Section 174 of the DGCL or (d) for any transaction from which the
director derived an improper personal benefit. Any repeal or modification
of that provision shall not adversely affect any right or protection, or any
limitation of the liability of, any of our directors existing at, or arising
out of facts or incidents occurring prior to, the effective date of such repeal
or modification. Both our certificate of incorporation and our by-laws
provide for the indemnification of our directors and officers to the fullest
extent permitted by the DGCL.
2
Indemnification Agreements
Additionally, we have entered into indemnification
agreements with each of our directors, and employment agreements containing
indemnification provisions with certain of our officers, which may, in certain
cases, be broader than the specific indemnification provisions contained under current
applicable law. The indemnification agreements may require us, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors,
officers or employees of the company and to advance the expenses incurred by
such parties as a result of any threatened claims or proceedings brought
against them as to which they could be indemnified.
Liability Insurance
Our directors and officers are covered by insurance
policies maintained by us against certain liabilities for actions taken in
their capacities as such, including liabilities under the Securities Act.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits.
Exhibits
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Description
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4.1
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Emergency Medical Services Corporation Deferred
Compensation Plan
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5.1
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Opinion of Kaye Scholer LLP
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23.1
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Consent of Kaye Scholer LLP (included in such
firms opinion filed as Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney (included on the signature
page of this Registration Statement)
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Item 9. Undertakings
(a)
Undertaking related to
Rule 415 offering:
The undersigned
registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
3
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2)
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b)
Undertaking
relating to filings incorporating subsequent Securities Exchange Act of 1934
documents by reference:
The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Undertaking
relating to filing of registration statement on Form S-8:
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on June 24, 2010.
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EMERGENCY MEDICAL SERVICES CORPORATION
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By:
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/s/ William A. Sanger
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William A. Sanger
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Chairman, President and Chief Executive Officer
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POWER OF ATTORNEY
We the undersigned directors and officers of
Emergency Medical Services Corporation do hereby constitute and appoint William
A. Sanger, Randel G. Owen and Todd G. Zimmerman, or any of them, our true and lawful
attorneys and agents, to do any and all such acts and things in our name and on
our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our names in the capacities indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement on Form S-8, including
specifically, but without limitation, power and authority to sign for us or in
any of our names and in the capacities indicated below any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act; and we do hereby ratify and
confirm all that the said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ William A. Sanger
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Chairman, President, Chief Executive
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June 24, 2010
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William A. Sanger
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Officer and Director (Principal Executive
Officer)
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/s/ Randel G. Owen
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Chief Financial Officer
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June 24, 2010
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Randel G. Owen
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(Principal Financial Officer)
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/s/ Jason Standifird
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Chief Accounting Officer
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June 24, 2010
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Jason Standifird
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(Principal Accounting Officer)
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/s/ Kevin E. Benson
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Director
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June 24, 2010
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Kevin E. Benson
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/s/ Steven B. Epstein
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Director
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June 24, 2010
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Steven B. Epstein
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/s/ Paul B. Iannini, M.D.
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Director
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June 24, 2010
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Paul B. Iannini, M.D.
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/s/ James T. Kelly
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Director
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June 24, 2010
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James T. Kelly
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5
/s/ Robert M. Le Blanc
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Director
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June 24, 2010
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Robert M. Le Blanc
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/s/ Michael L. Smith
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Michael L. Smith
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Director
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June 24, 2010
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6
EXHIBIT INDEX
Exhibits
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Description
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4.1
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Emergency Medical Services Corporation Deferred
Compensation Plan
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5.1
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Opinion of Kaye Scholer LLP
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23.1
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Consent of Kaye Scholer LLP (included in such
firms opinion filed as Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney (included on the signature
page of this Registration Statement)
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7
Grafico Azioni Emergency medical (NYSE:EMS)
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