-----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, WVurt5IOj2c4moa1olGHfzRcXtVCAGcwIGgEniFYXPqgrnUBdCuuJIJb+nU8u5vU B7YCGOjRs6la9bMOwWZmLQ== 0000950123-10-106389.txt : 20101117 0000950123-10-106389.hdr.sgml : 20101117 20101116200635 ACCESSION NUMBER: 0000950123-10-106389 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101117 DATE AS OF CHANGE: 20101116 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-163111 FILM NUMBER: 101197970 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 POS AM 1 g25307posam.htm POS AM posam
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As filed with the Securities and Exchange Commission on November 17, 2010
Registration No. 333-163111
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
Psychiatric Solutions, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   8093   23-2491707
(State or other jurisdiction of   (Primary Standard Industrial   (IRS Employer
incorporation or organization)   Classification Code Number)   Identification Number)
 
6640 Carothers Parkway, Suite 500
Franklin, Tennessee 37067
(615) 312-5700

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
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)
 
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the date hereof.
     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
     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(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. (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)    
     If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
         
 
  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   o
 
  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o
 
 

 


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SIGNATURES


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EXPLANATORY NOTE
     On November 13, 2009, Psychiatric Solutions, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-4 (File No. 333-163111) (the “Registration Statement”) registering up to 5,000,000 shares of the Registrant’s Common Stock, par value $.01 per share (“Common Stock”).
     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, as amended, the Registrant 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, as amended, 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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