-----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, RoNV6kCh/0wR+432NP0/RW+rwqprGTXRtWAl3AJqhIxZJFefXmBKAzx9ob64s3qg u5jyFhlApmR9cWvuU32WHg== 0000950144-04-008435.txt : 20040817 0000950144-04-008435.hdr.sgml : 20040817 20040817164115 ACCESSION NUMBER: 0000950144-04-008435 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040817 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111679 FILM NUMBER: 04982341 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 424B3 1 g90618e424b3.htm PSYCHIATRIC SOLUTIONS, INC. 424B3 PSYCHIATRIC SOLUTIONS, INC. 424B3
 

Pursuant to Rule 424(b)(3)   
Registration No. 333-111679

SUPPLEMENT TO PROSPECTUS

DATED JANUARY 29, 2004

PSYCHIATRIC SOLUTIONS, INC.

4,932,932 Shares

Common Stock


     The prospectus, dated January 29, 2004 (the “Prospectus”), to which this supplement, dated August 17, 2004, is attached (the “Supplement”), relates to the resale by the holders thereof of up to an aggregate of 4,891,502 shares of common stock, $.01 par value per share (“Common Stock”), of Psychiatric Solutions, Inc. (the “Company”) that are issuable upon the conversion of the Company’s series A convertible preferred stock and 41,430 shares of Common Stock that are held by certain of the selling stockholders. This Supplement together, with the Prospectus, is to be used by certain holders of Common Stock or by their transferees, pledgees, donees or their successors in connection with the offer and sale of Common Stock. You should read this Supplement in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus except to the extent that the information in this Supplement supersedes the information contained in the Prospectus.

     The table appearing under the heading “Selling Stockholders” in the Prospectus is hereby amended and superseded in part by the information appearing in the table below.

                         
                    Percentage of
                    Common Stock
    Number of Shares of   Number of Shares of   Beneficially
    Common Stock   Common Stock That   Owned Assuming
Name of Selling   Beneficially   May Be Sold   Completion of This
Stockholder
  Owned(1)
  Pursuant Hereto
  Offering
Salix Ventures II, L.P.(2)
    373,621       371,621       *  


*   Indicates beneficial ownership of less than 1.0% of the Company’s outstanding common stock.
 
(1)   Under SEC rules, the number of shares of common stock into which shares of the Company’s series A convertible preferred stock are convertible within 60 days of August 17, 2004. Also includes options of Mr. Grant, one of the Company’s directors, to purchase 2,000 shares of Common Stock.
 
(2)   The Company filed a supplement to the Prospectus on March 31, 2004 that registered up to 736,492 shares of Common Stock, which could be obtained through the conversion of Salix Ventures II, L.P.’s shares of the Company’s series A convertible preferred stock plus any accrued dividends, for resale by the limited partners of Salix Ventures II, L.P. (“Salix Ventures”) and by the general partners of Salix Partners II, the general partner of Salix Ventures . On or before April 1, 2004, Salix Ventures distributed 364,871 shares to its limited partners and the general partners of its general partner. These shares were obtained through the conversion of 50% of its shares of the Company’s series A preferred stock plus any accrued dividends. Salix Ventures now has determined to sell for its own account the shares of Common Stock that may be obtained upon conversion of its shares of the Company’s series A preferred stock plus any accrued dividends, rather than distribute the shares to its limited partners and to the general partners of Salix Partners II.

Investing in our common stock involves a high degree of risk.

See “Risk Factors” beginning on page 33 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2003.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this Supplement is August 17, 2004

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