-----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, TuilAAyOcu1MtbL892fLUBTH+yqt0BGDvDXuxvegiDT96yvetonxJFUMiP9S7l0X kFhejacXfRyx8HblnLqvug== 0000950144-03-012327.txt : 20031106 0000950144-03-012327.hdr.sgml : 20031106 20031105214838 ACCESSION NUMBER: 0000950144-03-012327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031103 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031106 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: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 03980894 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 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 8-K 1 g85686e8vk.htm PSYCHIATRIC SOLUTIONS, INC. Psychiatric Solutions, Inc.
Table of Contents



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): November 5, 2003 (November 3, 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)
  (I.R.S. 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)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)



 


SIGNATURES
INDEX TO EXHIBITS
Ex-99.1 Press Release
Ex-99.2 Press Release


Table of Contents

Item 5. Other Events.

     On November 3, 2003, Psychiatric Solutions, Inc. (“the Company”) issued a press release announcing that it has filed a registration statement with the Securities and Exchange Commission covering the public offering of 6,000,000 shares of its common stock. A copy of the related press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

     Subsequently on November 3, 2003, the Company issued a press release announcing that it has acquired Alliance Health Center (“AHC”), a 109-bed facility located in Meridian, Mississippi. The Company also announced its guidance for 2004 earnings per diluted share. A copy of the related press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

     
(a)   Financial statements of businesses acquired.
     
    None required.
     
(b)   Pro forma financial information.
     
    None required.
     
(c)   Exhibits
     
    99.1 Press Release of Psychiatric Solutions, Inc., dated November 3, 2003.
     
    99.2 Press Release of Psychiatric Solutions, Inc., dated November 3, 2003.


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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.

         
    PSYCHIATRIC SOLUTIONS, INC.
 
         
 
    By:   /s/ Brent Turner

Brent Turner
Vice President, Treasurer and Investor Relations
 
Date: November 5, 2003        

 


Table of Contents

INDEX TO EXHIBITS

     
Exhibit No.   Description

 
99.1   Press Release of Psychiatric Solutions, Inc., dated November 3, 2003.
99.2   Press Release of Psychiatric Solutions, Inc., dated November 3, 2003.

  EX-99.1 3 g85686exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 (PSI LOGO) CONTACT: Brent Turner Vice President, Treasurer and Investor Relations (615) 312-5700 PSYCHIATRIC SOLUTIONS ANNOUNCES FILING OF REGISTRATION STATEMENT FOR PUBLIC OFFERING OF 6,000,000 SHARES OF COMMON STOCK FRANKLIN, Tenn. (November 3, 2003) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq: PSYS) today announced that it has filed a registration statement with the Securities and Exchange Commission covering the public offering of 6,000,000 shares of its Common Stock. PSI is offering 3,000,000 shares and certain existing stockholders of the Company are offering 3,000,000 shares. The underwriters also have an option to purchase an additional 900,000 shares of Common Stock from the Company and selling stockholders to cover over-allotments, if any. Lehman Brothers is the sole book runner of the offering. Merrill Lynch, Raymond James, SunTrust Robinson Humphrey, Avondale Partners, Stephens and Harris Nesbitt are the co-managers of the offering. PSI intends to use the net proceeds from the offering for general corporate purposes, including acquisitions. PSI will not receive any proceeds from the sale of Common Stock by the selling stockholders. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 22 owned or leased freestanding psychiatric inpatient facilities with more than 2,700 beds. The Company also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within general acute care hospitals owned by others. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state of which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. When publicly circulated, a preliminary prospectus relating to these securities may be obtained from Lehman Brothers Inc., Prospectus Department, c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, New York, New York, 11717, telephone: (631) 254-7106, fax (631) 254-7268. -END- EX-99.2 4 g85686exv99w2.txt EX-99.2 PRESS RELEASE EXHIBIT 99.2 (PSI LOGO) CONTACT: Brent Turner Vice President, Treasurer and Investor Relations (615) 312-5700 PSYCHIATRIC SOLUTIONS ACQUIRES 109-BED ALLIANCE HEALTH CENTER ---------- ESTABLISHES EARNINGS GUIDANCE FOR 2004 FRANKLIN, Tenn. (November 3, 2003) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq: PSYS) today announced that it has acquired Alliance Health Center ("AHC") located in Meridian, Mississippi. AHC is a licensed acute care hospital with 109 beds that provides psychiatric care for children, adolescents and adults. In addition, a 60-bed residential treatment center is under construction and is scheduled to open during the third quarter of 2004. AHC produced revenues of approximately $12.0 million for the 12-month period ended September 30, 2003. Joey Jacobs, PSI's Chairman, President and Chief Executive Officer, remarked, "We are very pleased to announce our acquisition of AHC, which will bring Psychiatric Solutions a facility with a skilled and experienced health care team and a reputation for high quality care. Consistent with our earlier acquisitions, we expect this transaction to be accretive to our financial results and represent a future organic growth opportunity for the Company. "This acquisition reflects the continuing opportunity we have to complement our organic growth through accretive acquisitions. In an environment of increasing patient admissions and reimbursement, the behavioral health industry remains highly fragmented. We believe our demonstrated ability to complete and integrate acquisitions positions us well to leverage this opportunity to produce additional profitable growth and increased stockholder value and to achieve our long-term goal of becoming the country's leading provider of inpatient psychiatric care." In conjunction with this announcement and assuming the completion of the proposed equity financing PSI announced today, a portion of the net proceeds of which will be used for additional accretive acquisitions, PSI establishes its guidance for 2004 earnings in a range of $0.86 to $0.90 per diluted share. This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of PSI and its management. PSI's business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could 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 facilities on favorable terms; (2) PSYS Signs Definitive Agreement Page 2 November 3, 2003 the ability of PSI to improve the operations of acquired facilities; (3) the ability to maintain favorable and continuing relationships with physicians who use PSI's facilities; (4) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI's acquisition strategy and capital expenditure needs, including the closing of the proposed equity financing PSI announced today; (5) 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 (6) potential difficulties in integrating the operations of PSI with recently acquired operations, including the operations of AHC. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in PSI's filings with the Securities and Exchange Commission, including the factors listed in its Registration Statement on Form S-2 filed on November 3, 2003, under the caption "Risk Factors." PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 23 owned or leased freestanding psychiatric inpatient facilities with more than 2,800 beds. The Company also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within general acute care hospitals owned by others. -END- -----END PRIVACY-ENHANCED MESSAGE-----