-----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, MifHaTGOhYszijg1kcqXAOFJbV2qVoODkfkGBfAabEQGNk28jz0yy7aFml2WmTPP +qEdWV4HtxjwY0Vck77eLQ== 0001145549-05-001682.txt : 20050922 0001145549-05-001682.hdr.sgml : 20050922 20050922172908 ACCESSION NUMBER: 0001145549-05-001682 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050922 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: 051098791 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 g97402e8vk.htm PSYCHIATRIC SOLUTIONS, INC. Psychiatric Solutions, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 22, 2005 (September 20, 2005)
 
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 No.)
840 Crescent Centre Drive, Suite 460, 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Ex-99 Press Release

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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
     On July 1, 2005, Psychiatric Solutions, Inc. (the “Company”) amended and restated its credit facility to consist of a $325.0 million senior secured term loan and a revolving credit facility of up to $150.0 million. Pursuant to the Second Amended and Restated Credit Agreement, dated as of July 1, 2005 (the “Credit Agreement”), among the Company, as borrower, the subsidiaries of the Company identified therein as guarantors, the lenders party thereto, Citicorp North America, Inc., as term loan facility administrative agent (“Citicorp”), and Bank of America, N.A., as revolving credit facility administrative agent, the Company is obligated, under certain conditions, to apply up to half of the net cash proceeds of an equity offering to pay down its $325.0 million senior secured term loan. On September 20, 2005, the Company completed the sale of 4,025,000 shares of its common stock and received net proceeds of approximately $192.5 million. Pursuant to the Credit Agreement, the Company paid $96.0 million on September 21, 2005 to reduce the principal amount of its senior secured term loan. The Company also prepaid an additional $29.0 million in principal amount of its senior secured term loan.
Item 8.01. Other Events.
     On September 20, 2005, the Company issued a press release announcing that it completed the sale of 4,025,000 shares of its common stock at $50.24 per share. Of these shares, 525,000 were sold through the full exercise of the underwriters’ over-allotment option. A copy of the press release is filed as Exhibit 99 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (a) Financial Statements of Businesses Acquired.
None required
     (b) Pro Forma Financial Information.
None required
     (c) Exhibits.
99      Press Release of Psychiatric Solutions, Inc., dated September 20, 2005

 

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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   
    Executive Vice President, Finance and Administration   
 
Date: September 22, 2005

 

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INDEX TO EXHIBITS
         
Exhibit Number   Description of Exhibits
  99    
Press Release of Psychiatric Solutions, Inc., dated September 20, 2005

 

EX-99 2 g97402exv99.txt EX-99 PRESS RELEASE Exhibit 99 [PSYCHIATRIC SOLUTIONS, INC. LOGO] CONTACT: Brent Turner Executive Vice President, Finance and Administration (615) 312-5700 PSYCHIATRIC SOLUTIONS CLOSES ON SALE OF 4,025,000 SHARES OF COMMON STOCK -------------------- UNDERWRITERS EXERCISE OVER-ALLOTMENT OPTION FRANKLIN, Tenn. (September 20, 2005) - Psychiatric Solutions, Inc. ("PSI") (NASDAQ: PSYS) today announced it closed on the sale of 4,025,000 shares of its common stock at a price of $50.24 per share. Of these shares, 525,000 were sold through the full exercise of the underwriters' over-allotment option. The Company sold all of the shares in the offering and received net proceeds of approximately $192.5 million. PSI intends to use the net proceeds from the offering to repay all borrowings under its revolving credit facility and the remainder for the acquisition of new inpatient facilities, the repayment of indebtedness under its senior secured term loan and general corporate purposes. Merrill Lynch & Co. and Citigroup Global Markets Inc. are the joint book-running managers of the offering. Raymond James & Associates, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, and Avondale Partners, LLC are the co-managers of the offering. 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 in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Full details of the offering, including a detailed description of PSI's common stock and certain risk factors involved in investing in PSI's common stock, are contained in a prospectus supplement and related prospectus available through Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, New York 10080, and Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220, telephone: (718) 765-6732, facsimile: (718) 765-6734. PSI offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 55 owned or leased freestanding psychiatric inpatient facilities with more than 6,400 beds in 27 states. PSI also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within medical/surgical hospitals owned by others. -END- -----END PRIVACY-ENHANCED MESSAGE-----