8-K

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):
August 5, 2002

PSYCHIATRIC SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-20488	23-2491707
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification Number)

113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067

(Address of principal executive offices)

(615) 312-5700

(Registrant’s telephone number, including area code)

PMR CORPORATION

1565 Hotel Circle South, 2nd Floor, San Diego, California 92108

(Former name or former address,
if changed since last report)

1

TABLE OF CONTENTS

PRESS RELEASE DATED 8-5-02

PRESS RELEASE DATED 8-6-02

Item 5. Other

     On August 5, 2002, Psychiatric Solutions, Inc. and PMR Corp each held special shareholders’ meetings and approved and completed the previously announced merger. Psychiatric Solutions, Inc. issued a press release announcing the completion of the merger and the results of the shareholders’ meeting. A copy of this press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

     On August 6, 2002, Psychiatric Solutions, Inc issued a press release to provide guidance for anticipated 2002 and 2003 earnings. A copy of this press release is attached as Exhibit 99.2 to this Report and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)     Exhibits.

99.1     Press release dated August 5, 2002.

99.2     Press release dated August 6, 2002.

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 thereunto duly authorized.

PSYCHIATRIC SOLUTIONS, INC.
By:	/s/ Steven T. Davidson Steven T. Davidson Vice President

Date: August 5, 2002

2 EX-99.1 3 g77566exv99w1.txt PRESS RELEASE DATED 8-5-02 EXHIBIT 99.1 PSYCHIATRIC SOLUTIONS, INC. PSI CONTACT: Joey A. Jacobs President and Chief Executive Officer Psychiatric Solutions, Inc. (615) 312-5700 PSYCHIATRIC SOLUTIONS, INC. AND PMR CORPORATION COMPLETE MERGER --------------- STOCK TO BEGIN TRADING TOMORROW UNDER NEW SYMBOL, PSYS FRANKLIN, Tenn. and SAN DIEGO, Calif. (August 5, 2002) - Psychiatric Solutions, Inc. ("PSI"), and PMR Corporation (Nasdaq: PMRP) today completed the merger previously announced on May 6, 2002, having received shareholder approval in meetings held today. PSI shareholders now own approximately 72% of the Company, which has been renamed Psychiatric Solutions, Inc., and PMR shareholders own approximately 28%. The Company's stock will begin trading on the Nasdaq National Market under the new symbol, "PSYS," beginning tomorrow, August 6, 2002. PSI now has approximately 8.8 million shares of common stock outstanding subsequent to a one-for-three reverse stock split that occurred at closing with respect to shareholders of PMR of record on August 5, 2002. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its ownership and operation of freestanding psychiatric inpatient hospitals and its management of psychiatric units within general acute care hospitals owned by others. PSI currently owns and operates five freestanding hospitals and manages 46 psychiatric units. -END- EX-99.2 4 g77566exv99w2.txt PRESS RELEASE DATED 8-6-02 EXHIBIT 99.2 PSYCHIATRIC SOLUTIONS, INC. PSI CONTACT: Joey A. Jacobs President and Chief Executive Officer Psychiatric Solutions, Inc. (615) 312-5700 PSYCHIATRIC SOLUTIONS, INC. PROVIDES GUIDANCE FOR ANTICIPATED 2002 AND 2003 EARNINGS PER DILUTED SHARE ----------------------------- NAMES JACK E. POLSON CHIEF ACCOUNTING OFFICER FRANKLIN, Tenn. (August 6, 2002) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq: PSYS) today announced preliminary guidance for the expected pro forma financial performance for the fiscal years ending December 31, 2002 and 2003. This pro forma guidance is based on the assumption that the merger of PSI and PMR Corporation, which was completed yesterday, and the recent acquisition by PSI of Riveredge Hospital were effective January 1, 2002. PSI's pro forma earnings per diluted share for 2002 are estimated to be within a range of $0.40 to $0.48, assuming no additional acquisitions, and growth in earnings per diluted share for 2003 is expected to be in excess of 15%, also assuming no additional acquisitions. The Company has approximately 8.8 million shares of common stock outstanding. Joey Jacobs, president and chief executive officer of PSI, remarked, "We believe it is appropriate at this time to provide our initial earnings guidance so that the investment community can begin to benchmark the key financial indicators for the post-merger company. Our guidance for 2002 and 2003 is based on our strategy of generating internal growth by enhancing the revenue and profit of our existing operations through introducing new programs, implementing enhanced marketing, and attracting additional physicians to our psychiatric facilities. Although this earnings guidance specifically excludes any benefit from additional acquisitions, we will continue to pursue a focused external growth strategy designed to expand -MORE- our ownership of psychiatric hospitals via acquisition. Through this strategy, PSI has completed the acquisition of five psychiatric hospitals with an aggregate of 710 beds during the past 10 months, and we expect it to be the primary vehicle through which we achieve our long-term goal of becoming the leading provider of in-patient psychiatric services. We also expect to selectively grow our psychiatric unit management business through new contracts with general acute care hospitals." PSI also today announced the promotion of Jack E. Polson to the position of chief accounting officer from his previous position as controller. Mr. Polson has been with PSI for more than five years, having spent the previous five years in various financial capacities with HCA Inc. The statements contained in this press release that are not related to historical facts or events are forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties, including the risk that earnings estimates may not be realized, the ability to successfully integrate the two companies and the other risks and uncertainties described in the Company's Form S-4/A registration statement filed on July 11, 2002. Forward-looking statements reflect PSI's current views with respect to future events. Actual results may vary materially and adversely from those anticipated, believed estimated, or otherwise indicated. Reference is made to the cautionary statements contained in the Company's Form S-4/A registration statement filed with the Securities and Exchange Commission on July 11, 2002. PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its ownership and operation of freestanding psychiatric inpatient hospitals and its management of psychiatric units within general acute care hospitals owned by others. PSI currently owns and operates five freestanding hospitals and manages 46 psychiatric units. -END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

PSYCHIATRIC SOLUTIONS, INC.
PSI


CONTACT:
Joey A. Jacobs
President and Chief Executive Officer
Psychiatric Solutions, Inc.
(615) 312-5700

                 PSYCHIATRIC SOLUTIONS, INC. AND PMR CORPORATION
                                 COMPLETE MERGER
                                 ---------------
             STOCK TO BEGIN TRADING TOMORROW UNDER NEW SYMBOL, PSYS

FRANKLIN, Tenn. and SAN DIEGO, Calif. (August 5, 2002) - Psychiatric Solutions,
Inc. ("PSI"), and PMR Corporation (Nasdaq: PMRP) today completed the merger
previously announced on May 6, 2002, having received shareholder approval in
meetings held today. PSI shareholders now own approximately 72% of the Company,
which has been renamed Psychiatric Solutions, Inc., and PMR shareholders own
approximately 28%. The Company's stock will begin trading on the Nasdaq National
Market under the new symbol, "PSYS," beginning tomorrow, August 6, 2002. PSI now
has approximately 8.8 million shares of common stock outstanding subsequent to a
one-for-three reverse stock split that occurred at closing with respect to
shareholders of PMR of record on August 5, 2002.

         Psychiatric Solutions, Inc. offers an extensive continuum of behavioral
health programs to critically ill children, adolescents and adults through its
ownership and operation of freestanding psychiatric inpatient hospitals and its
management of psychiatric units within general acute care hospitals owned by
others. PSI currently owns and operates five freestanding hospitals and manages
46 psychiatric units.

                                      -END-

EX-99.2

                                                                    EXHIBIT 99.2

PSYCHIATRIC SOLUTIONS, INC.
PSI


CONTACT:
Joey A. Jacobs
President and Chief Executive Officer
Psychiatric Solutions, Inc.
(615) 312-5700


          PSYCHIATRIC SOLUTIONS, INC. PROVIDES GUIDANCE FOR ANTICIPATED
                    2002 AND 2003 EARNINGS PER DILUTED SHARE
                         -----------------------------
                  NAMES JACK E. POLSON CHIEF ACCOUNTING OFFICER

FRANKLIN, Tenn. (August 6, 2002) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq:
PSYS) today announced preliminary guidance for the expected pro forma financial
performance for the fiscal years ending December 31, 2002 and 2003.

         This pro forma guidance is based on the assumption that the merger of
PSI and PMR Corporation, which was completed yesterday, and the recent
acquisition by PSI of Riveredge Hospital were effective January 1, 2002. PSI's
pro forma earnings per diluted share for 2002 are estimated to be within a range
of $0.40 to $0.48, assuming no additional acquisitions, and growth in earnings
per diluted share for 2003 is expected to be in excess of 15%, also assuming no
additional acquisitions. The Company has approximately 8.8 million shares of
common stock outstanding.

         Joey Jacobs, president and chief executive officer of PSI, remarked,
"We believe it is appropriate at this time to provide our initial earnings
guidance so that the investment community can begin to benchmark the key
financial indicators for the post-merger company. Our guidance for 2002 and 2003
is based on our strategy of generating internal growth by enhancing the revenue
and profit of our existing operations through introducing new programs,
implementing enhanced marketing, and attracting additional physicians to our
psychiatric facilities. Although this earnings guidance specifically excludes
any benefit from additional acquisitions, we will continue to pursue a focused
external growth strategy designed to expand



                                     -MORE-





our ownership of psychiatric hospitals via acquisition. Through this strategy,
PSI has completed the acquisition of five psychiatric hospitals with an
aggregate of 710 beds during the past 10 months, and we expect it to be the
primary vehicle through which we achieve our long-term goal of becoming the
leading provider of in-patient psychiatric services. We also expect to
selectively grow our psychiatric unit management business through new contracts
with general acute care hospitals."

         PSI also today announced the promotion of Jack E. Polson to the
position of chief accounting officer from his previous position as controller.
Mr. Polson has been with PSI for more than five years, having spent the previous
five years in various financial capacities with HCA Inc.

         The statements contained in this press release that are not related to
historical facts or events are forward-looking statements. The forward-looking
statements contained in this press release involve risks and uncertainties,
including the risk that earnings estimates may not be realized, the ability to
successfully integrate the two companies and the other risks and uncertainties
described in the Company's Form S-4/A registration statement filed on July 11,
2002. Forward-looking statements reflect PSI's current views with respect to
future events. Actual results may vary materially and adversely from those
anticipated, believed estimated, or otherwise indicated. Reference is made to
the cautionary statements contained in the Company's Form S-4/A registration
statement filed with the Securities and Exchange Commission on July 11, 2002.
PSI undertakes no obligation to update any forward-looking statements, whether
as a result of new information, future events, or otherwise.

         Psychiatric Solutions, Inc. offers an extensive continuum of behavioral
health programs to critically ill children, adolescents and adults through its
ownership and operation of freestanding psychiatric inpatient hospitals and its
management of psychiatric units within general acute care hospitals owned by
others. PSI currently owns and operates five freestanding hospitals and manages
46 psychiatric units.

                                      -END-