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):
January 6, 2003

PSYCHIATRIC SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

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

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

TABLE OF CONTENTS

Third Amended and Restated Voting Agreement

Press Realease

Item 5. Other

     On January 6, 2003, Psychiatric Solutions, Inc. announced the signing of a definitive agreement with affiliates of Oak Investment Partners, Salix Ventures and Brown Brothers Harriman & Co.’s The 1818 Mezzanine Fund II, L.P. for the purchase of $25 million of PSI’s Series A Convertible Preferred Stock (the “preferred stock”). A copy of a press release dated January 6, 2003 is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

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

(c)     Exhibits.

4.1	Proposed Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc. (incorporated by reference to Appendix A of the Company’s Preliminary Proxy Statement filed January 6, 2003).
4.2	Stock Purchase Agreement dated as of January 6, 2003 by and among the Company and the Purchasers named therein (incorporated by reference to Appendix B of the Company’s Preliminary Proxy Statement filed January 6, 2003).
4.3	Registration Rights Agreement dated as of January 6, 2003 by and among the Company and the Purchasers named therein (incorporated by reference to Appendix C of the Company’s Preliminary Proxy Statement filed January 6, 2003).
4.4	Proposed Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (incorporated by reference to Appendix D of the Company’s Preliminary Proxy Statement filed January 6, 2003).
4.5	Third Amended and Restated Voting Agreement dated as of January 6, 2003, by and among the Company and certain holders of the Company’s capital stock named therein.
99.1	Press release dated January 6, 2003.

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: January 6, 2003

EX-4.5 3 g80096exv4w5.txt THIRD AMENDED AND RESTATED VOTING AGREEMENT EXHIBIT 4.5 PSYCHIATRIC SOLUTIONS, INC. THIRD AMENDED AND RESTATED VOTING AGREEMENT THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (the "AGREEMENT") is made and entered into this 6th day of January, 2003 by and among PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation formerly known as PMR Corporation (the "COMPANY"), those certain holders of the Company's capital stock listed on Exhibit A hereto (collectively, the "INVESTORS") and THE 1818 MEZZANINE FUND II, L.P. ("1818 FUND"). WITNESSETH: WHEREAS, Psychiatric Solutions Hospitals, Inc. (f/k/a Psychiatric Solutions, Inc.) ("OLD PSI") and certain of the Investors are parties to that certain Second Amended and Restated Voting Agreement, dated as of June 28, 2002 (as amended through the date hereof, the "PRIOR VOTING AGREEMENT"); WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger (the "MERGER") between the Company, Old PSI and PMR Acquisition Corporation dated August 5, 2002, Old PSI became a direct wholly owned subsidiary of the Company; WHEREAS, following the Merger, the parties determined it was appropriate for the Company to replace Old PSI as a party to this Agreement; WHEREAS, the Company and the Investors have agreed to amend the Prior Voting Agreement such that the voting restrictions contained in Section 1 of the Agreement will not be binding upon certain transferees of shares; and WHEREAS, K. Bryce Dehaven, Douglas B. Lewis, and Charles R. F. Treadway, M.D., each of whom was a "Key Stockholder" under the Prior Voting Agreement, will be removed as parties and no longer bound by the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. VOTING 1.1 INVESTOR SHARES. The Investors each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof, and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (including but not limited to all shares of Series A Preferred Stock, par value $0.01 per share (the "SERIES A PREFERRED STOCK"), of the Company and all shares of Common Stock issued upon conversion of the Series A Preferred Stock) (hereinafter collectively referred to as the "INVESTOR SHARES"), subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement. 1.2 VOTING. (a) Until the Vote Termination Date, at any annual or special meeting or other action of the shareholders called for the purpose of electing directors of the same class as Joseph Donlan (or his successor 1818 Fund designee to the Board of Directors) to or removing directors of the same class as Joseph Donlan (or his successor 1818 Fund designee to the Board of Directors) from the Company's Board of Directors, the Investors agree to vote all of their shares of capital stock of the Company to cause one member of the Board of Directors of the Company to be a person designated by 1818 Fund. The "VOTE TERMINATION DATE" shall occur when both of the following clauses (x) and (y) have been satisfied: (x) the indebtedness owed to the 1818 Fund under that certain Securities Purchase Agreement dated as of June 28, 2002 between Old PSI and 1818 Fund has been repaid in full; and (y) either of the following has happened: (i) the 1818 Fund owns less than 50% of the shares of stock (assuming exercise of the warrants issued to the 1818 Fund pursuant to such Securities Purchase Agreement) issued pursuant to such Securities Purchase Agreement, or (ii) the fifth (5th) anniversary of the date hereof has occurred. (b) Until the Vote Termination Date and unless otherwise provided for herein, in the event of any termination, removal or resignation of any Director designated pursuant to Section 1.2(a), the Investors shall vote their shares to cause such vacancy to be filled in accordance with the provisions of Section 1.2(a). (c) At each meeting of the stockholders of the Company at which the election of directors of the same class as Joseph Donlan (or his successor 1818 Fund designee to the Board of Directors) occurs (or at any time the stockholders of the Company act by written consent for the purpose of the election of directors of the same class as Joseph Donlan (or his successor 1818 Fund designee to the Board of Directors)), the Company shall cause one designee of 1818 Fund to be included in the slate of nominees recommended by the Board of Directors of the Company to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such designee. Notwithstanding anything in the foregoing to the contrary, the obligations of the Company set forth in this Section 1.2(c) shall terminate and have no further effect after the Vote Termination Date. (d) Notwithstanding the foregoing, for the avoidance of doubt, nothing in this Section 1.2 shall require the holders of shares of any series of preferred stock of the Company (including, without limitation, any shares of the Series A Preferred Stock), that may be issued after the date hereof, to vote their shares in favor of the 1818 Fund designee to the Board of Directors as the nominee of the holders of any such series of preferred stock (including, without limitation, as a nominee of the holders of Series A Preferred Stock pursuant to Section 7(d) of the Certificate of Designations, Preferences 2 and Rights of Series A Convertible Preferred Stock attached as Exhibit B to the Stock Purchase Agreement, dated as of January 6, 2003, by and among the Company and the purchasers named therein, which has been approved by the Board of Directors of the Company). 1.3 LEGEND REMOVAL. The Company agrees to take all necessary actions (including causing its transfer agent to take such necessary actions) to arrange for the prompt issuance to each Investor of a replacement stock certificate not bearing any restrictive legend relating to the Prior Voting Agreement upon presentment of any certificate representing Investor Shares that is imprinted with such a legend. 1.4 SUCCESSORS. The provisions of this Agreement shall not be binding upon the successors in interest to, or transferees of, any of the Investor Shares. Notwithstanding the foregoing, each of the Investors shall cause their Affiliates to comply with the terms of this Agreement, and no Investor shall transfer any Investor Shares to any Affiliate without first obtaining the written agreement of such Affiliate to be bound by this Agreement as an Investor; provided, however, that the obligations contained in this Agreement shall not apply to Investor Shares which have been distributed by an Investor pro rata to its partners. Notwithstanding the foregoing sentence, nothing in this Agreement shall be deemed to bind any portfolio company of any of the Investors (unless the Investor transfers Investor Shares to the portfolio company); provided, however, that each Investor covenants that it shall not intentionally attempt to avoid the obligations of this Agreement by causing any portfolio company to take an action that would otherwise constitute a breach of this Agreement, if such action were taken by the Investor directly. For purposes of this Agreement, the term "Affiliate" means an entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, an Investor or its general partner, managing member and/or management company. The term "control" means the possession, directly or indirectly, of the power to direct the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. 1.5 OTHER RIGHTS. Except as provided by this Agreement, each Investor shall be entitled to exercise the full rights of a shareholder with respect to the Investor Shares. SECTION 2. TERMINATION 2.1 This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which it shall terminate in its entirety: (a) the Vote Termination Date; (b) June 28, 2012; and (c) the date the parties hereto terminate this Agreement by written consent of holders of a majority in interest of the Investor Shares, 1818 Fund, and the Company. 2.2 As to any Investor, the obligations of such Investor under this Agreement shall terminate at the time such Investor ceases to own any Investor Shares, provided that if such 3 Investor subsequently acquires any Investor Shares, such Investor shall be bound by the terms of this Agreement. SECTION 3. MISCELLANEOUS 3.1 SPECIFIC PERFORMANCE. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 3.2 GOVERNING LAW. This Agreement, and the rights of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware as such laws apply to agreements among Delaware residents made and to be performed entirely within the State of Delaware. 3.3 AMENDMENT. This Agreement may be amended only by an instrument in writing signed by the Company, the holders of a majority in interest of the Investor Shares (on an as-converted basis), the 1818 Fund and Oak Investment Partners X, Limited Partnership ("OAK X") so long as Oak X and/or any entity related to Oak X (individually or in the aggregate) owns greater than five percent (5%) of the outstanding common stock of the Company (on an as-converted basis). 3.4 SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 3.5 SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, administrators, executors and other legal representatives. 3.6 ADDITIONAL SHARES. In the event that subsequent to the date of this Agreement any shares or other securities (other than any shares or securities of another corporation issued to the Company's stockholders pursuant to a plan of merger) are issued on, or in exchange for, any of the Investor Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or securities shall be deemed to be Investor Shares for purposes of this Agreement to the extent such shares or securities are held by such Investor or its Affiliates (subject to the Affiliate limitations described in Section 1.4). 3.7 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement. 4 3.8 WAIVER. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. 3.9 ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party shall be entitled to all costs and expenses of maintaining such suit or action, including reasonable attorneys' fees. 3.10 EXPENSES. The Company acknowledges and agrees that it shall reimburse 1818 Fund for all reasonable out-of-pocket expenses (including travel related expenses) of 1818 Fund and its representative incurred in connection with such representative's duties as a member of the Board of Directors of the Company. 3.11 ENTIRE AGREEMENT. This Agreement, together with the exhibits hereto, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth herein or therein. This Agreement, together with the exhibits hereto, supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Prior Voting Agreement. 3.12 OBLIGATIONS OF INVESTORS. The obligations of the Investors hereunder are several and not joint. [THIS SPACE INTENTIONALLY LEFT BLANK] 5 IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. COMPANY: PSYCHIATRIC SOLUTIONS, INC. By: /s/ Joey A. Jacobs -------------------------------- Joey A. Jacobs, President OLD PSI: PSYCHIATRIC SOLUTIONS HOSPITALS, INC. By: /s/ Joey A. Jacobs -------------------------------- Joey A. Jacobs, President [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: /s/ Joey A. Jacobs ------------------------------------ Joey A. Jacobs [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: CLAYTON ASSOCIATES, LLC By: /s/ Bill F. Cook ------------------------------- Title: Principal ------------------------------- [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: THE 1818 MEZZANINE FUND II, L.P. BY: BROWN BROTHERS HARRIMAN & CO., ITS GENERAL PARTNER By: /s/ Joseph P. Donlan ---------------------------- Name: Joseph P. Donlan Title: Managing Partner [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: F.C.A. VENTURE PARTNERS II, L.P. BY: CLAYTON DC VENTURE CAPITAL GROUP, LLC, GENERAL PARTNER By: /s/ Bill F. Cook ------------------------------------ Name: Bill F. Cook ------------------------------------ Title: Principal ------------------------------------ [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: F.C.A. VENTURE PARTNERS I, L.P. BY: DC INVESTMENTS LLC, GENERAL PARTNER By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: OAK INVESTMENT PARTNERS VII, LIMITED PARTNERSHIP By: /s/ Ann H. Lamont ------------------------------------ Name: Ann H. Lamont ------------------------------------ Title: Managing Member of Oak Associates VII, LLC, The General Partner of Oak Investment Partners VII, Limited Partnership [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: OAK VII AFFILIATES FUND, LIMITED PARTNERSHIP By: /s/ Ann H. Lamont ------------------------------------ Name: Ann H. Lamont ------------------------------------ Title: Managing Member of Oak VII Affiliates, LLC, The General Partner of Oak VII Affiliates Fund, Limited Partnership [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: OAK INVESTMENT PARTNERS X LIMITED PARTNERSHIP By: /s/ Ann H. Lamont ------------------------------------- Ann H. Lamont Managing Member of Oak Associates X, LLC, The General Partner of Oak Investment Partners X, Limited Partnership [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: OAK X AFFILIATES FUND, LIMITED PARTNERSHIP By: /s/ Ann H. Lamont -------------------------------------- Ann H. Lamont Managing Member of Oak X Affiliates, LLC, The General Partner of Oak X Affiliates Fund, Limited Partnership [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: SOUTH POINTE VENTURE PARTNERS, L.P. By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: ACACIA VENTURE PARTNERS, L.P. By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: CGJR HEALTH CARE SERVICES, PRIVATE EQUITIES, L.P. CGJR II, L.P. CGJR/MF III, L.P. BY: CGJR CAPITAL MANAGEMENT, INC. AS GENERAL PARTNER OF ALL 3 OF THE ENTITIES ABOVE By: /s/ Christopher Grant, Jr. ------------------------------------ Name: Christopher Grant, Jr. ------------------------------------ Title: President ------------------------------------ [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: SALIX VENTURES II, L.P. By: /s/ David Ward --------------------------------------------- David Ward General Partner of Salix Partners II The General Partner of Salix Ventures II, L.P. [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. INVESTORS: SALIX AFFILIATES II, L.P. By: /s/ David Ward ----------------------------------------------- David Ward General Partner of Salix Partners II The General Partner of Salix Affiliates II, L.P. [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written (solely for the purpose of approving the amendment and modification of the Agreement. The undersigned acknowledges that he is no longer a party to the Agreement nor is he bound by its terms). /s/ K. Bryce DeHaven ---------------------------- K. Bryce DeHaven [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT] EXHIBIT A LIST OF INVESTORS Clayton Associates, L.L.C. Joey A. Jacobs Acacia Venture Partners, L.P. CGJR Health Care Services Private Equities, L.P. CGJR II, L.P. CGJR/MF III, L.P. Salix Ventures II, L.P. Salix Affiliates II, L.P. FCA Venture Partners I, L.P. FCA Venture Partners II, L.P. Oak VII Affiliates Fund, Limited Partnership Oak Investment Partners VII, Limited Partnership Oak Investment Partners X, Limited Partnership Oak X Affiliates Fund, Limited Partnership South Pointe Venture Partners, L.P. EX-99.1 4 g80096exv99w1.txt PRESS REALEASE EXHIBIT 99.1 PSYCHIATRIC SOLUTIONS, INC. (PSYCHIATRIC SOLUTIONS, INC. LOGO) CONTACT: Joey A. Jacobs President and Chief Executive Officer (615) 312-5700 PSYCHIATRIC SOLUTIONS SIGNS DEFINITIVE AGREEMENT FOR $25 MILLION PRIVATE PLACEMENT OF CONVERTIBLE PREFERRED STOCK FRANKLIN, Tenn. (January 6, 2003) - Psychiatric Solutions, Inc. ("PSI") (NASDAQ: PSYS) today announced the signing of a definitive agreement with affiliates of Oak Investment Partners and Salix Ventures and with Brown Brothers Harriman & Co.'s The 1818 Mezzanine Fund II, L.P. for the purchase of $25 million of PSI's Series A Convertible Preferred Stock (the "preferred stock"). All are current investors in PSI, with Oak Investment Partners and Salix Ventures (or related entities) being among the co-founders of PSI. Representatives of Salix Ventures and Brown Brothers Harriman serve on PSI's Board of Directors. PSI intends to use the net proceeds from the securities, which were placed through the Company's exclusive financial advisor, Brentwood Capital Advisors LLC, primarily to fund acquisitions of freestanding psychiatric patient hospitals. One-half of the net proceeds will be advanced to the Company on March 31, 2003, and one-half will be advanced on June 30, 2003. The $25 million private placement will consist of 4,545,454 shares of the preferred stock priced at $5.50 per share, convertible at the option of the holders into the same number of shares of PSI's common stock. The preferred stock will have an initial annual dividend of 5%, increasing to 7% at the second anniversary of the initial funding. Dividends will accrue and be payable upon a conversion of preferred stock with shares of the Company's common stock valued at $5.50 per share. Holders of the preferred stock will have certain registration rights and the right to designate two members of the Company's Board of Directors. Preferred holders will be prohibited from selling either the preferred stock or the common stock into which it converts for 12 months subsequent to the completion of the initial funding and may sell no more than 50% of the securities for 18 months subsequent to the completion of the initial funding. The completion of the transaction is subject to approval by the NASDAQ Stock Market and stockholder approval at a special meeting of PSI's stockholders on January 31, 2003. Ann H. Lamont, a general partner of Oak Investment Partners, remarked, "Our latest investment in PSI is fully consistent with our goal of helping strong management teams exploit new business opportunities through long-term relationships. Speaking for our co-investors, this investment also reflects our confidence in PSI's ability to meet its financial and operating goals as it PSI Signs Definitive Agreement for Private Placement of Preferred Stock Page 2 January 6, 2003 implements a long-term strategy to become the country's leading provider of in-patient psychiatric services." Joey Jacobs, president and chief executive officer of PSI, said, "We view this follow-on investment by these high caliber and sophisticated, professional investment firms as a confirmation of the attractiveness of PSI's business model, the strength of its management team, and the potential inherent in its growth strategies. We welcome this latest investment in PSI, and we expect to continue to benefit from the extensive experience of these firms in helping growth companies across America achieve their strategic objectives." This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding intent, belief or current expectations of PSI and its management. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause PSI's actual results to differ materially from the results discussed in the forward-looking statements. Risks and uncertainties that might cause such differences include, but are not limited to: (1) potential competition which alters or impedes PSI's acquisition strategy by decreasing PSI's ability to acquire additional hospitals on favorable terms; (2) the ability of PSI to improve the operations of acquired hospitals; (3) the ability to maintain favorable and continuing relationships with physicians who use PSI's facilities; (4) the limited operating history of PSI; (5) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI's acquisition strategy and capital expenditure needs; (6) risks inherent to the healthcare industry, including the impact of unforeseen changes in regulation, reimbursement rates from federal and state healthcare programs or managed care companies and exposure to claims and legal actions by patients and others; and (7) potential difficulties in integrating the operations of PSI with PMR. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in PSI's joint proxy statement/prospectus on Form S-4, dated July 11, 2002, under the caption "Risk Factors." A copy of the Form S-4 may be obtained from the Public Reference Branch of the SEC at 450 Fifth Street NW, Washington, DC at prescribed rates. PSI undertakes no obligation to update any forward-looking statements, whether as a result of news 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. At September 30, 2002, PSI owned and operated five freestanding hospitals and managed 48 psychiatric units. -END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.5

                                                                     EXHIBIT 4.5



                           PSYCHIATRIC SOLUTIONS, INC.

                   THIRD AMENDED AND RESTATED VOTING AGREEMENT


         THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (the "AGREEMENT") is
made and entered into this 6th day of January, 2003 by and among PSYCHIATRIC
SOLUTIONS, INC., a Delaware corporation formerly known as PMR Corporation (the
"COMPANY"), those certain holders of the Company's capital stock listed on
Exhibit A hereto (collectively, the "INVESTORS") and THE 1818 MEZZANINE FUND II,
L.P. ("1818 FUND").

                                   WITNESSETH:

         WHEREAS, Psychiatric Solutions Hospitals, Inc. (f/k/a Psychiatric
Solutions, Inc.) ("OLD PSI") and certain of the Investors are parties to that
certain Second Amended and Restated Voting Agreement, dated as of June 28, 2002
(as amended through the date hereof, the "PRIOR VOTING AGREEMENT");

         WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger (the "MERGER") between the Company, Old PSI and PMR Acquisition
Corporation dated August 5, 2002, Old PSI became a direct wholly owned
subsidiary of the Company;

         WHEREAS, following the Merger, the parties determined it was
appropriate for the Company to replace Old PSI as a party to this Agreement;

         WHEREAS, the Company and the Investors have agreed to amend the Prior
Voting Agreement such that the voting restrictions contained in Section 1 of the
Agreement will not be binding upon certain transferees of shares; and

         WHEREAS, K. Bryce Dehaven, Douglas B. Lewis, and Charles R. F.
Treadway, M.D., each of whom was a "Key Stockholder" under the Prior Voting
Agreement, will be removed as parties and no longer bound by the terms of this
Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. VOTING

         1.1 INVESTOR SHARES. The Investors each agree to hold all shares of
voting capital stock of the Company registered in their respective names or
beneficially owned by them as of the date hereof, and any and all other
securities of the Company legally or beneficially acquired by each of the
Investors after the date hereof (including but not limited to all shares of
Series A Preferred Stock, par value $0.01 per share (the "SERIES A PREFERRED
STOCK"), of the Company and all shares of Common Stock issued upon conversion of
the Series A Preferred Stock)





(hereinafter collectively referred to as the "INVESTOR SHARES"), subject to, and
to vote the Investor Shares in accordance with, the provisions of this
Agreement.

         1.2 VOTING.

                  (a) Until the Vote Termination Date, at any annual or special
         meeting or other action of the shareholders called for the purpose of
         electing directors of the same class as Joseph Donlan (or his successor
         1818 Fund designee to the Board of Directors) to or removing directors
         of the same class as Joseph Donlan (or his successor 1818 Fund designee
         to the Board of Directors) from the Company's Board of Directors, the
         Investors agree to vote all of their shares of capital stock of the
         Company to cause one member of the Board of Directors of the Company to
         be a person designated by 1818 Fund. The "VOTE TERMINATION DATE" shall
         occur when both of the following clauses (x) and (y) have been
         satisfied: (x) the indebtedness owed to the 1818 Fund under that
         certain Securities Purchase Agreement dated as of June 28, 2002 between
         Old PSI and 1818 Fund has been repaid in full; and (y) either of the
         following has happened: (i) the 1818 Fund owns less than 50% of the
         shares of stock (assuming exercise of the warrants issued to the 1818
         Fund pursuant to such Securities Purchase Agreement) issued pursuant to
         such Securities Purchase Agreement, or (ii) the fifth (5th) anniversary
         of the date hereof has occurred.

                  (b) Until the Vote Termination Date and unless otherwise
         provided for herein, in the event of any termination, removal or
         resignation of any Director designated pursuant to Section 1.2(a), the
         Investors shall vote their shares to cause such vacancy to be filled in
         accordance with the provisions of Section 1.2(a).

                  (c) At each meeting of the stockholders of the Company at
         which the election of directors of the same class as Joseph Donlan (or
         his successor 1818 Fund designee to the Board of Directors) occurs (or
         at any time the stockholders of the Company act by written consent for
         the purpose of the election of directors of the same class as Joseph
         Donlan (or his successor 1818 Fund designee to the Board of
         Directors)), the Company shall cause one designee of 1818 Fund to be
         included in the slate of nominees recommended by the Board of Directors
         of the Company to the Company's stockholders for election as directors,
         and the Company shall use its reasonable best efforts to cause the
         election of such designee, including voting all shares for which the
         Company holds proxies (unless otherwise directed by the stockholder
         submitting such proxy) or is otherwise entitled to vote, in favor of
         the election of such designee. Notwithstanding anything in the
         foregoing to the contrary, the obligations of the Company set forth in
         this Section 1.2(c) shall terminate and have no further effect after
         the Vote Termination Date.

                  (d) Notwithstanding the foregoing, for the avoidance of doubt,
         nothing in this Section 1.2 shall require the holders of shares of any
         series of preferred stock of the Company (including, without
         limitation, any shares of the Series A Preferred Stock), that may be
         issued after the date hereof, to vote their shares in favor of the 1818
         Fund designee to the Board of Directors as the nominee of the holders
         of any such series of preferred stock (including, without limitation,
         as a nominee of the holders of Series A Preferred Stock pursuant to
         Section 7(d) of the Certificate of Designations, Preferences



                                       2


         and Rights of Series A Convertible Preferred Stock attached as Exhibit
         B to the Stock Purchase Agreement, dated as of January 6, 2003, by and
         among the Company and the purchasers named therein, which has been
         approved by the Board of Directors of the Company).

         1.3 LEGEND REMOVAL. The Company agrees to take all necessary actions
(including causing its transfer agent to take such necessary actions) to arrange
for the prompt issuance to each Investor of a replacement stock certificate not
bearing any restrictive legend relating to the Prior Voting Agreement upon
presentment of any certificate representing Investor Shares that is imprinted
with such a legend.

         1.4 SUCCESSORS. The provisions of this Agreement shall not be binding
upon the successors in interest to, or transferees of, any of the Investor
Shares. Notwithstanding the foregoing, each of the Investors shall cause their
Affiliates to comply with the terms of this Agreement, and no Investor shall
transfer any Investor Shares to any Affiliate without first obtaining the
written agreement of such Affiliate to be bound by this Agreement as an
Investor; provided, however, that the obligations contained in this Agreement
shall not apply to Investor Shares which have been distributed by an Investor
pro rata to its partners. Notwithstanding the foregoing sentence, nothing in
this Agreement shall be deemed to bind any portfolio company of any of the
Investors (unless the Investor transfers Investor Shares to the portfolio
company); provided, however, that each Investor covenants that it shall not
intentionally attempt to avoid the obligations of this Agreement by causing any
portfolio company to take an action that would otherwise constitute a breach of
this Agreement, if such action were taken by the Investor directly. For purposes
of this Agreement, the term "Affiliate" means an entity that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, an Investor or its general partner, managing
member and/or management company. The term "control" means the possession,
directly or indirectly, of the power to direct the management and policies of an
entity, whether through the ownership of voting securities, by contract or
otherwise.

         1.5 OTHER RIGHTS. Except as provided by this Agreement, each Investor
shall be entitled to exercise the full rights of a shareholder with respect to
the Investor Shares.

SECTION 2. TERMINATION

         2.1 This Agreement shall continue in full force and effect from the
date hereof through the earliest of the following dates, on which it shall
terminate in its entirety:

             (a) the Vote Termination Date;

             (b) June 28, 2012; and

             (c) the date the parties hereto terminate this Agreement by written
consent of holders of a majority in interest of the Investor Shares, 1818 Fund,
and the Company.

         2.2 As to any Investor, the obligations of such Investor under this
Agreement shall terminate at the time such Investor ceases to own any Investor
Shares, provided that if such



                                       3


Investor subsequently acquires any Investor Shares, such Investor shall be bound
by the terms of this Agreement.

SECTION 3. MISCELLANEOUS

         3.1 SPECIFIC PERFORMANCE. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to their heirs, personal representatives, or assigns by reason of a failure
to perform any of the obligations under this Agreement and agree that the terms
of this Agreement shall be specifically enforceable. If any party hereto or his
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy at law, and
such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.

         3.2 GOVERNING LAW. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of the
State of Delaware as such laws apply to agreements among Delaware residents made
and to be performed entirely within the State of Delaware.

         3.3 AMENDMENT. This Agreement may be amended only by an instrument in
writing signed by the Company, the holders of a majority in interest of the
Investor Shares (on an as-converted basis), the 1818 Fund and Oak Investment
Partners X, Limited Partnership ("OAK X") so long as Oak X and/or any entity
related to Oak X (individually or in the aggregate) owns greater than five
percent (5%) of the outstanding common stock of the Company (on an as-converted
basis).

         3.4 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

         3.5 SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.

         3.6 ADDITIONAL SHARES. In the event that subsequent to the date of this
Agreement any shares or other securities (other than any shares or securities of
another corporation issued to the Company's stockholders pursuant to a plan of
merger) are issued on, or in exchange for, any of the Investor Shares by reason
of any stock dividend, stock split, consolidation of shares, reclassification or
consolidation involving the Company, such shares or securities shall be deemed
to be Investor Shares for purposes of this Agreement to the extent such shares
or securities are held by such Investor or its Affiliates (subject to the
Affiliate limitations described in Section 1.4).

         3.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.



                                       4


         3.8 WAIVER. No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

         3.9 ATTORNEYS' FEES. In the event that any suit or action is instituted
to enforce any provision in this Agreement, the prevailing party shall be
entitled to all costs and expenses of maintaining such suit or action, including
reasonable attorneys' fees.

         3.10 EXPENSES. The Company acknowledges and agrees that it shall
reimburse 1818 Fund for all reasonable out-of-pocket expenses (including travel
related expenses) of 1818 Fund and its representative incurred in connection
with such representative's duties as a member of the Board of Directors of the
Company.

         3.11 ENTIRE AGREEMENT. This Agreement, together with the exhibits
hereto, is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, representations,
warranties or undertakings, other than those set forth herein or therein. This
Agreement, together with the exhibits hereto, supersedes all prior agreements
and understandings among the parties with respect to such subject matter,
including, without limitation, the Prior Voting Agreement.

         3.12 OBLIGATIONS OF INVESTORS. The obligations of the Investors
hereunder are several and not joint.










                      [THIS SPACE INTENTIONALLY LEFT BLANK]









                                       5




         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.

COMPANY:

PSYCHIATRIC SOLUTIONS, INC.

By: /s/ Joey A. Jacobs
    --------------------------------
    Joey A. Jacobs, President



OLD PSI:

PSYCHIATRIC SOLUTIONS HOSPITALS, INC.

By: /s/ Joey A. Jacobs
    --------------------------------
    Joey A. Jacobs, President
























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]







         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.

                                       INVESTORS:

                                       /s/ Joey A. Jacobs
                                       ------------------------------------
                                       Joey A. Jacobs






























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.

                                       INVESTORS:

                                       CLAYTON ASSOCIATES, LLC

                                       By:   /s/ Bill F. Cook
                                             -------------------------------
                                       Title: Principal
                                             -------------------------------




























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                       INVESTORS:

                                       THE 1818 MEZZANINE FUND II, L.P.
                                       BY: BROWN BROTHERS HARRIMAN & CO.,
                                           ITS GENERAL PARTNER

                                       By:    /s/ Joseph P. Donlan
                                              ----------------------------
                                       Name:  Joseph P. Donlan
                                       Title: Managing Partner




























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.

                                     INVESTORS:

                                     F.C.A. VENTURE PARTNERS II, L.P.
                                     BY: CLAYTON DC VENTURE CAPITAL GROUP, LLC,
                                         GENERAL PARTNER

                                     By:   /s/ Bill F. Cook
                                           ------------------------------------
                                     Name: Bill F. Cook
                                           ------------------------------------
                                     Title: Principal
                                           ------------------------------------




























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     F.C.A. VENTURE PARTNERS I, L.P.
                                     BY: DC INVESTMENTS LLC,
                                         GENERAL PARTNER

                                     By:
                                           ------------------------------------
                                     Name:
                                           ------------------------------------
                                     Title:
                                           ------------------------------------
































         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     OAK INVESTMENT PARTNERS VII,
                                     LIMITED PARTNERSHIP

                                     By:   /s/ Ann H. Lamont
                                           ------------------------------------
                                     Name: Ann H. Lamont
                                           ------------------------------------
                                     Title: Managing Member of Oak Associates
                                            VII, LLC, The General Partner of
                                            Oak Investment Partners VII,
                                            Limited Partnership




























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]








         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     OAK VII AFFILIATES FUND,
                                     LIMITED PARTNERSHIP

                                     By:   /s/ Ann H. Lamont
                                           ------------------------------------
                                     Name: Ann H. Lamont
                                           ------------------------------------
                                     Title: Managing Member of Oak VII
                                            Affiliates, LLC, The General
                                            Partner of Oak VII Affiliates Fund,
                                            Limited Partnership






























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.

                                  INVESTORS:

                                  OAK INVESTMENT PARTNERS X
                                  LIMITED PARTNERSHIP

                                  By: /s/ Ann H. Lamont
                                      -------------------------------------
                                      Ann H. Lamont
                                      Managing Member of Oak Associates X,
                                      LLC, The General Partner of Oak
                                      Investment Partners X, Limited Partnership


























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     OAK X AFFILIATES FUND,
                                     LIMITED PARTNERSHIP

                                     By: /s/ Ann H. Lamont
                                         --------------------------------------
                                         Ann H. Lamont
                                         Managing Member of Oak X Affiliates,
                                         LLC, The General Partner of Oak X
                                         Affiliates Fund, Limited Partnership































         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     SOUTH POINTE VENTURE PARTNERS, L.P.

                                     By:
                                           ------------------------------------
                                     Name:
                                           ------------------------------------
                                     Title:
                                           ------------------------------------


























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     ACACIA VENTURE PARTNERS, L.P.

                                     By:
                                           ------------------------------------
                                     Name:
                                           ------------------------------------
                                     Title:
                                           ------------------------------------



































         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                                     INVESTORS:

                                     CGJR HEALTH CARE SERVICES,
                                       PRIVATE EQUITIES, L.P.
                                     CGJR II, L.P.
                                     CGJR/MF III, L.P.
                                     BY: CGJR CAPITAL MANAGEMENT, INC.
                                         AS GENERAL PARTNER OF ALL 3
                                         OF THE ENTITIES ABOVE

                                     By:   /s/ Christopher Grant, Jr.
                                           ------------------------------------
                                     Name: Christopher Grant, Jr.
                                           ------------------------------------
                                     Title: President
                                           ------------------------------------






















         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                              INVESTORS:

                              SALIX VENTURES II, L.P.

                              By: /s/ David Ward
                                  ---------------------------------------------
                                  David Ward
                                  General Partner of Salix Partners II
                                  The General Partner of Salix Ventures II, L.P.



























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]






         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.


                            INVESTORS:

                            SALIX AFFILIATES II, L.P.

                            By: /s/ David Ward
                                -----------------------------------------------
                                David Ward
                                General Partner of Salix Partners II
                                The General Partner of Salix Affiliates II, L.P.




























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





         IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written (solely for the
purpose of approving the amendment and modification of the Agreement. The
undersigned acknowledges that he is no longer a party to the Agreement nor is he
bound by its terms).


         /s/ K. Bryce DeHaven
         ----------------------------
         K. Bryce DeHaven
























         [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]





                                    EXHIBIT A

                                LIST OF INVESTORS



Clayton Associates, L.L.C.
Joey A. Jacobs
Acacia Venture Partners, L.P.
CGJR Health Care Services Private Equities, L.P.
CGJR II, L.P.
CGJR/MF III, L.P.
Salix Ventures II, L.P.
Salix Affiliates II, L.P.
FCA Venture Partners I, L.P.
FCA Venture Partners II, L.P.
Oak VII Affiliates Fund, Limited Partnership
Oak Investment Partners VII, Limited Partnership
Oak Investment Partners X, Limited Partnership
Oak X Affiliates Fund, Limited Partnership
South Pointe Venture Partners, L.P.

EX-99.1

                                                                    EXHIBIT 99.1


PSYCHIATRIC SOLUTIONS, INC.

(PSYCHIATRIC SOLUTIONS, INC. LOGO)



CONTACT:

Joey A. Jacobs
President and Chief Executive Officer
(615) 312-5700


              PSYCHIATRIC SOLUTIONS SIGNS DEFINITIVE AGREEMENT FOR
          $25 MILLION PRIVATE PLACEMENT OF CONVERTIBLE PREFERRED STOCK

FRANKLIN, Tenn. (January 6, 2003) - Psychiatric Solutions, Inc. ("PSI") (NASDAQ:
PSYS) today announced the signing of a definitive agreement with affiliates of
Oak Investment Partners and Salix Ventures and with Brown Brothers Harriman &
Co.'s The 1818 Mezzanine Fund II, L.P. for the purchase of $25 million of PSI's
Series A Convertible Preferred Stock (the "preferred stock"). All are current
investors in PSI, with Oak Investment Partners and Salix Ventures (or related
entities) being among the co-founders of PSI. Representatives of Salix Ventures
and Brown Brothers Harriman serve on PSI's Board of Directors. PSI intends to
use the net proceeds from the securities, which were placed through the
Company's exclusive financial advisor, Brentwood Capital Advisors LLC, primarily
to fund acquisitions of freestanding psychiatric patient hospitals. One-half of
the net proceeds will be advanced to the Company on March 31, 2003, and one-half
will be advanced on June 30, 2003.

         The $25 million private placement will consist of 4,545,454 shares of
the preferred stock priced at $5.50 per share, convertible at the option of the
holders into the same number of shares of PSI's common stock. The preferred
stock will have an initial annual dividend of 5%, increasing to 7% at the second
anniversary of the initial funding. Dividends will accrue and be payable upon a
conversion of preferred stock with shares of the Company's common stock valued
at $5.50 per share. Holders of the preferred stock will have certain
registration rights and the right to designate two members of the Company's
Board of Directors. Preferred holders will be prohibited from selling either the
preferred stock or the common stock into which it converts for 12 months
subsequent to the completion of the initial funding and may sell no more than
50% of the securities for 18 months subsequent to the completion of the initial
funding. The completion of the transaction is subject to approval by the NASDAQ
Stock Market and stockholder approval at a special meeting of PSI's stockholders
on January 31, 2003.

         Ann H. Lamont, a general partner of Oak Investment Partners, remarked,
"Our latest investment in PSI is fully consistent with our goal of helping
strong management teams exploit new business opportunities through long-term
relationships. Speaking for our co-investors, this investment also reflects our
confidence in PSI's ability to meet its financial and operating goals as it



PSI Signs Definitive Agreement for Private
  Placement of Preferred Stock
Page 2
January 6, 2003




implements a long-term strategy to become the country's leading provider of
in-patient psychiatric services."

         Joey Jacobs, president and chief executive officer of PSI, said, "We
view this follow-on investment by these high caliber and sophisticated,
professional investment firms as a confirmation of the attractiveness of PSI's
business model, the strength of its management team, and the potential inherent
in its growth strategies. We welcome this latest investment in PSI, and we
expect to continue to benefit from the extensive experience of these firms in
helping growth companies across America achieve their strategic objectives."

         This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include statements regarding intent, belief or current expectations
of PSI and its management. Such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that may cause PSI's
actual results to differ materially from the results discussed in the
forward-looking statements. Risks and uncertainties that might cause such
differences include, but are not limited to: (1) potential competition which
alters or impedes PSI's acquisition strategy by decreasing PSI's ability to
acquire additional hospitals on favorable terms; (2) the ability of PSI to
improve the operations of acquired hospitals; (3) the ability to maintain
favorable and continuing relationships with physicians who use PSI's facilities;
(4) the limited operating history of PSI; (5) the ability to receive timely
additional financing on terms acceptable to PSI to fund PSI's acquisition
strategy and capital expenditure needs; (6) risks inherent to the healthcare
industry, including the impact of unforeseen changes in regulation,
reimbursement rates from federal and state healthcare programs or managed care
companies and exposure to claims and legal actions by patients and others; and
(7) potential difficulties in integrating the operations of PSI with PMR. The
forward-looking statements herein are qualified in their entirety by the risk
factors set forth in PSI's joint proxy statement/prospectus on Form S-4, dated
July 11, 2002, under the caption "Risk Factors." A copy of the Form S-4 may be
obtained from the Public Reference Branch of the SEC at 450 Fifth Street NW,
Washington, DC at prescribed rates. PSI undertakes no obligation to update any
forward-looking statements, whether as a result of news 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. At September 30, 2002, PSI owned and operated five freestanding
hospitals and managed 48 psychiatric units.




                                     -END-