-----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, MKCJGi7XuPw7JyLKO81FuNOaZhEnXtOwvwImW8TjS3pRvjMxM08NRGcyrCy9TZVS xwxjpSCs2oVA8TE248zLEQ== 0001136174-10-000030.txt : 20101001 0001136174-10-000030.hdr.sgml : 20101001 20100930193232 ACCESSION NUMBER: 0001136174-10-000030 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101001 DATE AS OF CHANGE: 20100930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYTHIAM INC CENTRAL INDEX KEY: 0001136174 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 880464853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-167881 FILM NUMBER: 101100331 BUSINESS ADDRESS: STREET 1: 11150 SANTA MONICA BOULEVARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310 444 4300 MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BOULEVARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA FREIGHTWAYS INC DATE OF NAME CHANGE: 20010305 POS AM 1 pos_am167881.htm pos_am167881.htm

 
Registration No. 333-167881


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 
HYTHIAM, INC.
(Exact name of registrant as specified in its charter)

     
Delaware
8090
88-0464853
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

 
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
(310) 444-4300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 
Terren S. Peizer
Chief Executive Officer
Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
(310) 444-4300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 
Copies to:

Glenn D. Smith, Esq.
Kaye Scholer LLP
1999 Avenue of the Stars, Suite 1700
Los Angeles, CA 90067
(310) 788-1000

 
 
 

 
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:    o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  þ
(Do not check if a smaller reporting company)



 
 
 

DEREGISTRATION OF SECURITIES

On June 30, 2010, Hythiam, Inc. filed a registration statement on Form S-1 (No. 333-167881) (the “Registration Statement”), which was amended by a post-effective amendment dated July 1, 2010, to register and additional 3,400,000 shares of its common stock and warrants to acquire 2,550,000 shares of its common stock (and the shares of common stock issuable upon exercise of such warrants) for sale on a delayed or continuous basis through August 15, 2010 (the “Securities”).  The Registration Statement was filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register additional Securities registered pursuant to a registration statement filed on Form S-1 (No. 333-166289) (the “Base Registration Statement”), which was declared effective on June 28, 2010. The Registration S tatement was effective upon filing.

Hythiam registered an aggregate of 20,400,000 shares of common stock and warrants to acquire 15,300,000 shares of common stock (and the shares of common stock issuable upon exercise of such warrants) pursuant to the Registration Statement and the Base Registration statement.  Hythiam sold an aggregate of 10,000,000 shares of common stock and warrants to acquire 7,500,000 shares registered under the Base Registration Statement.

In accordance with the undertaking contained in the Registration Statement pursuant to item 512(a)(3) of Regulation S-K, Hythiam respectfully requests that the Commission remove from registration a total of 3,400,000 shares of common stock and warrants to acquire 2,550,000 shares of common stock (and the shares of common stock issuable upon exercise of such warrants) that were unsold under the Registration Statement. Hythiam is requesting the removal from registration of these Securities as its offering of such Securities terminated on August 15, 2010.

Accordingly, Hythiam hereby deregisters 3,400,000 shares of its common stock and warrants to acquire 2,550,000 shares of its common stock (and the shares of common stock issuable upon exercise of such warrants) registered pursuant to the Registration Statement which were unsold thereunder.
 
 
 

 
 
 
 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 1st day of October, 2010.
 
     
HYTHIAM, INC.
  
     
By:
/s/ TERREN S. PEIZER
  
 
Terren S. Peizer 
  
 
Chief Executive Officer 
  
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ TERREN S. PEIZER
  
Chairman of the Board of Directors and
  
October 1, 2010
Terren S. Peizer
  
 Chief Executive Office
    
   
(Principal Executive Officer)
  
     
/s/ PETER DONATO
  
Chief Financial Officer ( Principal
  
October 1, 2010
Peter Donato
  
Financial and Accounting Officer )
    
     
/s/ RICHARD A. ANDERSON
  
President, Chief Operating Officer
  
October 1, 2010
Richard A. Anderson
  
and Director
    
     
/s/ *
  
Director
  
October 1, 2010
Jay A. Wolf
        
     
/s/ *
  
Director
  
October 1, 2010
Marc G. Cummins
        
     
/s/ *
  
Director
  
October 1, 2010
Andrea Grubb Barthwell, M.D.
        
     
* By:
/s/ TERREN S. PEIZER  
    
 
Terren S. Peizer
    
 
Attorney-in-fact
    


 
 

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