Edgar Filing: PSYCHIATRIC SOLUTIONS INC

PSYCHIATRIC SOLUTIONS, INC.

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 March 30, 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The table appearing under the heading “Selling Stockholders” in the Prospectus is hereby amended and superseded in part by the information appearing in the table below.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

Beneficially

Common Stock

Common Stock That

Owned Assuming

Name of Selling

Beneficially

May Be Sold

Completion of This

Stockholder

Owned(1)(2)

Pursuant Hereto

Offering

Salix Ventures II, L.P.**

Mellon Bank, N.A., as Trustee for the Verizon Master Trust

126,804

Endowment Venture Partners V, L.P.

63,403

University of Notre Dame du Lac

63,403

GS PEP Technology Fund 2000, L.P.

53,321

Emory University

47,552

Pantheon USA Fund III Ltd.

45,973

JPMorganChase Bank as directed trustee for the Corning Inc. Master Retirement Trust

31,701


					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)(2)		Pursuant Hereto		Offering
Next Generation Partners III, L.P.		31,701		31,701		*
Bear Stearns Venture Partners, L.P.		31,701		31,701		*
CIBC Capital Corporation		31,701		31,701		*
HFCF-Alternative Investment Fund No. 2, Mellon Bank, N.A.-Trustee		31,701		31,701		*
INVESCO Venture Partnership Fund II, L.P.		31,701		31,701		*
Private Equity Portfolio Fund II, LLC		25,361		25,361		*
GS PEP Technology Fund 2000 Offshore Holdings, L.P.		21,043		21,043		*
Stone Street PEP Technology Fund 2000, L.P.		19,046		19,046		*
Pantheon Venture Partners, L.P.		19,021		19,021		*
INVESCO Venture Partnership Fund II-A, L.P.		19,021		19,021		*
Pantheon USA Fund III, L.P.		17,430		17,430		*
BancBoston Capital, Inc.		6,340		6,340		*
Hirtle Callaghan Private Equity Fund II, L.P.		6,340		6,340		*
Commonfund Capital Partners 1999, Limited Partnership		3,171		3,171		*
Christopher Grant, Jr. (3)		403,099		2,302		3.4	%
David A. Ward (4)		382,438		2,302		3.2	%
Martin R. Felsenthal (4)		382,163		1,769		3.2	%
GS PEP 1999 Manager Fund Technology Holdings, LLC		1,693		1,693		*
Mark F. Donovan (4)		381,627		737		3.2	%
Robert D. Ivy (4)		381,317		141		3.2	%
Karen B. Pou		115		113		*

Salix Affiliates II, L.P.**

Daniel H. Case Separate Property Non-Exempt Marital Trust		1,600		1,600		*
Donald C. Doolittle		1,600		1,600		*
Eileen M. More		960		960		*
Fred and Betty Anderson		800		800		*
Fraser & Jennifer Bullock as JTWRS		800		800		*


					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)(2)		Pursuant Hereto		Offering
Thiry/O’Leary Living Trust dated 3/8/90		800		800		*
Frederick C. Lee		3,001		640		*
Robert S. Doolittle		480		480		*
BLMP Investments		320		320		*
David K. Blume		320		320		*
The de Grosz Family Trust		320		320		*
Amy S. Elrod		320		320		*
William E. Fitzgibbon		320		320		*
David K. Francis		320		320		*
Davis Griffin		320		320		*
Michael J. Grippo		320		320		*
The Hall Family Ventures, RLLLP		320		320		*
Joey A. Jacobs (5)		323,137		320		2.7	%
The Charlene L. and R. Judd Jessup Living Trust dated May, 1991		320		320		*
Tarpley B. Jones		320		320		*
Gail H. Knopf		320		320		*
Ed Kuklenski		320		320		*
Walter E. Lang		320		320		*
Gary Lessing		320		320		*
Andrew L. May		320		320		*
Thomas M. McNamara		320		320		*
Douglas S. Percy		320		320		*
Steven R. Schuh		320		320		*
Tim and Karen See		320		320		*
The DeZonia Group, Inc.		320		320		*
Don and Madeleine Simborg		320		320		*
Lewis P. Stone		320		320		*
David R. Teckman Trust		320		320		*


					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)(2)		Pursuant Hereto		Offering
THT Partners Fund 2001		320		320		*
Donald L. Thiry Trust dated 4/7/82		320		320		*
David W. Wurzer		320		320		*
James P. Brady		160		160		*
The James A. Hayward Revocable Trust		160		160		*
Victor C. Otley		160		160		*
Christopher Grant, Jr. (3)		403,099		53		3.4	%
David A. Ward (4)		382,438		53		3.2	%
Martin R. Felsenthal (4)		382,163		42		3.2	%
Mark F. Donovan (4)		381,627		18		3.2	%
Robert D. Ivy (4)		381,317		3		3.2	%
Karen B. Pou		115		2		*

*		Indicates beneficial ownership of less than 1.0% of the Company’s outstanding common stock.

**		As of April 1, 2004, Salix Ventures II, L.P. and Salix Affiliates II, L.P. will have distributed to their limited partners and the general partners of Salix Partners II, their general partner, the shares of the Company’s common stock obtained through the conversion of 50% of their shares of the Company’s series A convertible preferred stock plus any accrued dividends through March 31, 2004.

(1)

Under SEC rules, the number of shares shown as beneficially owned includes shares of common stock subject to options that currently are exercisable or will be exercisable within 60 days of March 30, 2004 and shares of common stock into which shares of the Company’s series A convertible preferred stock are convertible within 60 days of March 30, 2004. Shares of common stock subject to options that are currently exercisable or will be exercisable within 60 days of March 30, 2004 and shares of common stock into which shares of series A convertible preferred stock are convertible within 60 days of March 30, 2004 are considered to be outstanding for the purpose of computing the percentage of the shares held by a holder, but are not considered to be outstanding for computing the percentage held by others.

(2)

Based on the Company’s review of filings with the Securities and Exchange Commission and other information available to the Company, the Company is not aware of any shares beneficially owned by the selling stockholders except as reflected in the table above.

(3)

Includes options to purchase 1,000 shares. Also includes 381,244 shares of common stock into which the Company’s series A convertible preferred stock are convertible within 60 days of March 30, 2004. Mr. Grant directly owns 12,594 shares of the Company’s common stock and indirectly owns 8,261 shares that are owned by CGJR Capital Management, Inc., as he is the president of CGJR Capital Management, Inc. Mr. Grant is a member of the Company’s board of directors as a board designee for the holders of the Company’s series A convertible preferred stock.

(4)

Includes 381,244 shares of common stock into which the Company’s series A convertible preferred stock are convertible within 60 days of March 30, 2004.

(5)

Includes options to purchase 175,723 shares. Also includes 4,321 shares owned by Scott D. Jacobs, Mr. Jacobs’ son. Mr. Jacobs disclaims beneficial ownership of the shares held by Scott D. Jacobs. Mr. Jacobs is the Company’s Chairman, President and Chief Executive Officer.

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 March 30, 2004