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 15, 2005 (September 14, 2005)
Psychiatric Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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0-20488
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23-2491707 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 14, 2005, Psychiatric Solutions, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., for themselves and as
representatives of the underwriters listed in Schedule A thereto (the “Underwriters”). The
Underwriting Agreement provides for the issuance and sale by the Company of an aggregate of
3,500,000 shares of its common stock, par value $0.01 per share, and up to 525,000 additional
shares if the Underwriters exercise a 30-day option to purchase additional shares to cover
over-allotments, if any. The shares are to be issued pursuant to a Registration Statement on Form
S-3 (Registration Number 333-127085) under the Securities Act of 1933, as amended, and a related
prospectus, dated as of September 2, 2005, and a prospectus supplement, dated as of September 14,
2005. The Underwriting Agreement is attached as Exhibit 1.1 to this Form 8-K and is 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.
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1.1 |
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Underwriting Agreement, dated September 14, 2005,
among Psychiatric Solutions, Inc. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc., for themselves and as representatives of the
underwriters listed in Schedule A thereto |
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5.1 |
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Opinion of Waller Lansden Dortch & Davis, PLLC |
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23.1 |
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Consent of Waller Lansden Dortch & Davis, PLLC
(included in its opinion filed as Exhibit 5) |