0001437749-15-005405.txt : 20150318 0001437749-15-005405.hdr.sgml : 20150318 20150318161529 ACCESSION NUMBER: 0001437749-15-005405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150312 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150318 DATE AS OF CHANGE: 20150318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE SERVICE CORP CENTRAL INDEX KEY: 0001220754 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 860845127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34221 FILM NUMBER: 15710219 BUSINESS ADDRESS: STREET 1: 64 EAST BROADWAY BLVD. CITY: TUSCON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-747-6600 MAIL ADDRESS: STREET 1: 64 EAST BROADWAY BLVD. CITY: TUSCON STATE: AZ ZIP: 85701 8-K 1 prsc20150317_8k.htm FORM 8-K prsc20150317_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): March 12, 2015

 

 

The Providence Service Corporation

(Exact name of registrant as specified in its charter)

 

         

Delaware

 

001-34221

 

86-0845127

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

     

64 East Broadway Blvd., Tucson, Arizona

 

85701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (520) 747-6600

 

Not Applicable

(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:

 

☐

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

 

☐

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

 

☐

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

 

☐

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

 

 

 
 
 

 

Item 3.02     Unregistered Sales of Equity Securities.

 

As previously disclosed in The Providence Serivce Corporation’s (“Providence”) current report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2014, Providence entered into a standby purchase agreement with certain affiliates of Coliseum Capital Management, LLC (the “Investors”), pursuant to which the Investors had the right, for a specified period of time, to purchase an additional 150,000 shares Series A convertible preferred stock at a price per share equal to $105. The Investors exercised their option to purchase 150,000 shares of Series A convertible stock in full, and such shares were issued and sold to the Investors on March 12, 2015 pursuant to Section 4(a)(2) of the Securities Act of 1933.

 

 

 
 
 

 

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.

 

         

  

 

THE PROVIDENCE SERVICE CORPORATION

     

Date: March 18, 2015

 

By:

 

 /s/ Michael-Bryant Hicks

 

 

Name:

 

Michael-Bryant Hicks

 

 

Title:

 

Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer