-----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, MMGkyFhOR4yEKtTYq/M1QLTfDMQwsJaTgZwq8HhAnnYw4RV1/36lqwQJjEB5D6RM x6vnOwDwLf2dKr/Emn8XGw== 0000950123-10-106386.txt : 20101117 0000950123-10-106386.hdr.sgml : 20101117 20101116200325 ACCESSION NUMBER: 0000950123-10-106386 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101117 DATE AS OF CHANGE: 20101116 EFFECTIVENESS DATE: 20101117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-38419 FILM NUMBER: 101197959 BUSINESS ADDRESS: STREET 1: 6640 CAROTHERS PARKWAY STREET 2: SUITE 500 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 6640 CAROTHERS PARKWAY STREET 2: SUITE 500 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 S-8 POS 1 g25305asv8pos.htm FORM S-8 POS sv8pos
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As filed with the Securities and Exchange Commission on November 17, 2010
Registration No. 333-38419
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
Psychiatric Solutions, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware   23-2491707
(State or other jurisdiction of
incorporation or organization) 		  (IRS Employer
Identification No.)
     
6640 Carothers Parkway, Suite 500
Franklin, Tennessee
(Address of Principal Executive Offices) 		  37067
(Zip Code)
 
Psychiatric Solutions, Inc. Equity Incentive Plan
1995 Warrant Grant
1996 Stock Option Grants
(Full title of the plans)
 
Alan B. Miller
Chairman of the Board and Chief Executive Officer
Universal Health Services, Inc.
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406
(610) 768-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
     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. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 

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SIGNATURES

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EXPLANATORY NOTE
     On October 21, 1997, PMR Corporation, which is now known as Psychiatric Solutions, Inc. (the “Registrant”), filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-38419) (the “Registration Statement”) registering 2,356,671 shares of the Registrant’s Common Stock, par value $.01 per share (“Common Stock”), including 2,000,000 shares of Common Stock to be offered, awarded or sold under the 1997 Equity Incentive Plan of PMR Corporation, which was subsequently renamed the Psychiatric Solutions, Inc. Equity Incentive Plan, and 356,671 shares of Common Stock to be offered or sold pursuant to stock option agreements and a warrant.
     On November 15, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 16, 2010, by and among the Registrant, Universal Health Services, Inc. (“UHS”) and Olympus Acquisition Corp. (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of UHS. As a result of the Merger, the Registrant’s Common Stock is held of record by fewer than 300 persons. Accordingly, the Registrant intends to file a Certification and Notice of Termination of Registration on Form 15 with the Commission with respect to its Common Stock.
     In connection with the Merger, the Registrant terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with the undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities of the Registrant registered but unsold under the Registration Statement.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of King of Prussia, State of Pennsylvania, on November 16, 2010.
         
  PSYCHIATRIC SOLUTIONS, INC.
 		  
  By:   /s/ Steve Filton    
    Name:   Steve Filton   
    Title:   Vice President   
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
         
Signature   Title   Date
 
        
/s/ Debra Osteen
 
   Debra Osteen
 President
(Principal Executive Officer and Director) 		  November 16, 2010
 
        
/s/ Steve Filton
 
   Steve Filton
 Vice President
(Principal Financial Officer, Principal Accounting Officer and Director) 		  November 16, 2010
 
        
/s/ Larry Harrod
 
   Larry Harrod
 Vice President
(Director) 		  November 16, 2010

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