-----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, O7LUuP3EdnP29+FJfg2qoleqJncWeVHaJrXvyiFm/giEdvpEZ9gtFmFFN7kJIDmB dbBgNIAHXMHFWniMIbbm8g== 0001136174-10-000036.txt : 20101216 0001136174-10-000036.hdr.sgml : 20101216 20101215211337 ACCESSION NUMBER: 0001136174-10-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101216 DATE AS OF CHANGE: 20101215 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31932 FILM NUMBER: 101254889 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: HYTHIAM INC DATE OF NAME CHANGE: 20031003 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA FREIGHTWAYS INC DATE OF NAME CHANGE: 20010305 8-K 1 form_8k.htm form_8k.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 9, 2010

Hythiam, Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
001-31932
  
88-0464853
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California
  
90025
(Address of principal executive offices)
  
(Zip Code)
     
Registrant’s telephone number, including area code   (310) 444-4300
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of  Certain Officers; Compensatory Arrangements of Certain Officers.

(d)
On December 9, 2010, the board of directors (the “Board of Directors”) of Hythiam, Inc. (the “Company”) appointed Kelly McCrann, M.D. to the Board of Directors, effective immediately. In connection with his appointment and in consideration of his contemplated service to the Board of Directors, the Board of Directors granted Dr. McCrann an option to purchase 10,800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).  Such shares vest monthly, after one year, ratably over three years and are exercisable at a price of $0.04 per share.

There are no arrangements or understandings between Dr. McCrann and any other person pursuant to which he was appointed as a director of the Company. There are no transactions to which the Company is a party and in which Dr. McCrann has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K. Dr. McCrann has not previously held any position at the Company and does not have family relations with any directors or executive officers of the Company.

On December 15, 2010, Marc G. Cummins resigned as a member of our board of directors.
 
Item 8.01 Other Events.

On December 14, 2010, Hythiam, Inc. issued a press release announcing the appointment of Kelly McCrann, M.D., to its Board of Directors, effective December 9, 2010. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

 99.1           Press Release dated December 14, 2010






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

   
Hythiam, Inc.
  
      
December 16, 2010
  
By:
/s/ PETER L. DONATO
     
Peter L. Donato
     
Chief Financial Officer

EX-99.1 2 exhibit_99-1.htm exhibit_99-1.htm
 
EXHIBIT 99.1
Hythiam logo
Press Release

Investor Relations:
Patricia Aguirre
Hythiam, Inc.
(310) 444-4333
paguirre@hythiam.com

HYTHIAM ANNOUNCES NEW BOARD MEMBER, KELLY MCCRANN

SENIOR HEALTHCARE SERVICES EXECUTIVE BRINGS
NEARLY 30 YEARS OF EXPERIENCE

LOS ANGELES, CALIFORNIA — December 14, 2010 — Hythiam, Inc. (OTCBB:HYTM) announced today the appointment of Kelly McCrann to its Board of Directors, effective December 9, 2010.  Kelly McCrann has decades of experience in the healthcare industry and has previously held executive level operations positions at DaVita®, PacifiCare Health Services and Coram Healthcare.  Kelly also has been involved in consulting and venture capital, and has significant experience in healthcare strategic development, venture financing and M&A transactions.

“We are pleased Kelly McCrann has joined our Board,” said Terren Peizer, Hythiam’s Chairman and CEO.  “Kelly’s extensive healthcare services operational experience will provide invaluable insights as we broaden the Catasys substance dependence program’s national footprint.  In the coming months, we expect an acceleration in Catasys contracts, health plan implementations, and further pipeline expansion.  Kelly McCrann will contribute greatly to the execution of our business model in the coming year.”

"I am excited to be joining the Board of Directors at Hythiam, and I look forward to working with Hythiam’s Board and executive management team," said Kelly McCrann. "I believe the Company has an outstanding solution for payors with high medical cost substance dependence populations, and think the Company is strategically well positioned to benefit from the backdrop of healthcare reform, parity and payors’ increased focus on controlling costs."

About Hythiam®  
Hythiam, Inc. provides through its Catasys subsidiary, specialized behavioral health management services to health plans, employers and unions through a network of licensed and company managed health care providers.  The Catasys substance dependence program was designed to address substance dependence as a chronic disease.  The program seeks to lower costs and improve member health through the delivery of integrated medical and psychosocial interventions in combination with long term care coaching, including their proprietary treatment program for alcoholism and stimulant dependence.   Hythiam does not practice medicine or manufacture, distribute, or sell any medications and has no relationship with any manufacturers or distributors of medications used in the program.  For further information, please vis it www.hythiam.com.

Forward-Looking Statements
Except for statements of historical fact, the matters discussed in this press release are forward looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history and lack of outcomes and statistically significant formal research studies, the ability to timely implement and launch our programs, difficulty enrolling members in our programs, the risk that treatment programs might not be effective, difficulty in developing, exploiting and protecting proprietary technologies, a doption by payors of our programs and solutions, intense competition and substantial regulation in the health care industry; and additional risks factors as discussed in the reports filed by the company with the Securities and Exchange Commission, which are available on its website at http://www.sec.gov.
 GRAPHIC 3 logosm.gif begin 644 logosm.gif M1TE&.#EAD`!#`/<``````$+`_VVR,E6G'\S,S`"7X$)"0B*T\([+E_^Z`XN+ MBR$A(1*FK?_NPHO7\_'[_UBV=69F9L_O^M[U_X6%A?_*0(',NF/$S,7L_^;F MYA`0$(',M)[*;*6EI=[>WF.N,3,S,W)R_O[RZG<;V]O;'7EWW.S\OHV`"EY0@("&ZT M0.GQSYF9F9_-@?_F MY7_3\F.L'AD9&2DI*2^TZ9W=]7Q\?*_6E;OG^''1_F/'[JVMK0NDT.+T^5A8 M6&MK:^KTX__!'/_VW.[Y_G&V0W7/\??_[Z7-<924E-;R_S>PF5W([P"?Y1BM MY__JLO_26Z;9P<;=D'"T,@JL]8[$:I3'<=;IR/___];6UIS2HENI($S"[>;R MWO+X[ARS]FFQ.8;`7Z;1BO?W]VO%[YG<_Y?;];SJEVK*.;WWI3.G&"M+,_FP'NU2FG,\*;0@_C]_U>H(/^\"?[] M]836]T[`[%7#[?_48L/J^8R]8__,1X#-Q8&\3%K%]__KN*/4H:/A_TZP9LI5)Y0<2!(H)84@``54N;LCJ0[NN9TG:,K392(C&*7=%G8>!L9*4 M?:CI"$&?C+$$H`+U8,<6'(`&L(]$`N>!8W$!TZ9#+D MMDZ)4($96;C1R23/AF*+"D+LX@D)-5SXK@R"84+O87\8H84;0*1!`PNCX`7H M%<\(Y@26"S]E"I8+JF(N$F&H44,NW0E$ARM5WB"#B1T;Y8`HPUA2"AHSC/$( M$0)`$,`>.3'2BB,N".:"*\7&3)0G2XQ""0,H).(##($8LH@N7KAPB'*'.'," MS$IS]0`8&"PSQ0:0&.)"))$X@\<0MPP:=FJJ^W M"R5B@"))X.N!`8@QAN2(^'42J('`,8]C)\$ED6A;N6^*(,(!V)MKAL$%:(3^ M&RL6X-#D"WG3E4<>$DUPAB_^O<##%R4LD$%F>?"00Q5)K"`1%31HYD$..4A1 M$`$@`.#\[D1!CU`&03@/@/`108-*9AE804$.WQM4!``V2`]3[T6`\*-"5CB/ M/42GG))9!U*4$,0;%,!.4!7DF_^2!\XS`$-"X+YMQ4`!7U#`"IJ@OX&4H'\[ MR8`-`%"%`1;06+-HPA>D$('W.9!\L\A`$R)``0\HY`4;E((4.M`!-WC@"SQ8 M84)>,,$*+H2``'A#'B@0@1`0H"&VRQ]#_U`8@0CDH($)F04!*/""%XRP"29T MPQ&&0%4O"?0!ZH@1QHP'H:>,,,(V"])#3!#01X(`!"@!`G.B\)(%"" M&!&"PR\HP7H`B(%"8J"$+]K@!0OIP!>M!P)`(L0#04B"\Q2@R#?&H'K6:Z%# MU+B`+^3@C@"PPD*:X+P(#"0#`*!`0J30/``DH0@E,.1!<*@!!70`DD502`:D M\,4DJ!(A-O"A%!JI@!GRH)1)^,(7!IG)#A@@@`]1XQQ7X+Q8RG*"&C`D`6]I M$%!2T((`4)X;)`@`)3"D>;8,)&IXT,F%D#&/`OE".=WP@B]Z;`#7FP@2<5\O\&Y]E0(3A\WP(`L(#U)02\()N&*@2#(H0A"Z$`%980!(P2=&$ MG/.';I`H`&IJT61"<)L3I*="!@H`#Q@`I"3U)S8%VDV6'L2EHW1>"#)0TIHB MY*8"T2E/N^E3C0(5`$)-"`4"B,ZDFA2@*%6I4PT"U9825"`E9>-#G8=3K0ZD MIP[AWQ\W.L$2-,0#$^0J0P#X48$@L2`XQ&E*!:L0<"YDH!K(P`O:MT9S.B^* MS`SE71E[PA40-0>[(VSP#GN0\0'@G@S)PR"5`((H%D2)Q]QI%!L9@X2@"N0% M,1AD%A,26PW`T7D@F*-!\L"\169`A`$DP(^(R@/;$H0`00A"$0P``E%FP`#8 M#8)B$T+.<#:D`XV49#6I6X3TR;4$V`6!'@_R2.E25[P&(8`2;*"!#B#RJ/LT M""+="X(.4``$!DB?`0`9@?1J,R9YJ.Q#\N`!YQJEP08LJNE\HX2P3K@K]>,! 8_UQ[X;EPTGD'[O! -----END PRIVACY-ENHANCED MESSAGE-----