sv8pos
As filed with the Securities and Exchange Commission on November 17, 2010
Registration No. 333-128047
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Psychiatric Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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23-2491707 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.) |
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6640 Carothers Parkway, Suite 500
Franklin, Tennessee
(Address of Principal Executive Offices)
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37067
(Zip Code) |
Psychiatric Solutions, Inc. Equity Incentive Plan
(Full title of the plan)
Alan B. Miller
Chairman of the Board and Chief Executive Officer
Universal Health Services, Inc.
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406
(610) 768-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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TABLE OF CONTENTS
EXPLANATORY NOTE
On September 1, 2005, Psychiatric Solutions, Inc. (the Registrant) filed with the Securities
and Exchange Commission (the Commission) a Registration Statement on Form S-8 (File No.
333-128047) (the Registration Statement) registering 2,000,000 shares of the Registrants Common
Stock, par value $.01 per share (Common Stock), to be offered, awarded or sold under the
Psychiatric Solutions, Inc. Equity Incentive Plan, as amended.
On November 15, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of
May 16, 2010, by and among the Registrant, Universal Health Services, Inc. (UHS) and Olympus
Acquisition Corp. (Merger Sub), Merger Sub merged with and into the Registrant (the Merger),
with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of UHS.
As a result of the Merger, the Registrants Common Stock is held of record by fewer than 300
persons. Accordingly, the Registrant intends to file a Certification and Notice of Termination of
Registration on Form 15 with the Commission with respect to its Common Stock.
In connection with the Merger, the Registrant terminated all offerings of its securities
pursuant to its existing registration statements under the Securities Act of 1933, as amended,
including the Registration Statement. In accordance with the undertaking made by the Registrant to
remove from registration, by means of a post-effective amendment, any of the securities registered
under the Registration Statement that remain unsold at the termination of the offering, the
Registrant hereby removes from registration all securities of the Registrant registered but unsold
under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of King of Prussia, State of
Pennsylvania, on November 16, 2010.
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PSYCHIATRIC SOLUTIONS, INC.
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By: |
/s/ Steve Filton
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Name: |
Steve Filton |
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Title: |
Vice President |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities and on
the date indicated.
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Signature |
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Date |
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Debra Osteen President
(Principal
Executive Officer and Director)
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November 16, 2010 |
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Steve Filton Vice
President
(Principal Financial Officer, Principal
Accounting Officer and Director)
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November 16, 2010 |
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Larry Harrod Vice
President
(Director)
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November 16, 2010 |
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