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): February 24, 2015
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 45-2492228 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
830 Crescent Centre Drive, Suite 610, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(615) 861-6000
(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)) |
| Item 8.01 | Other Events. |
On February 24, 2015, Acadia Healthcare Company, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-196611) filed with the Securities and Exchange Commission on June 9, 2014. The Company filed the Prospectus Supplement for the purpose of registering for resale up to 113,965 shares of the Company’s common stock issued to certain former stockholders of CRC Health Group, Inc. (“CRC”), which shares were originally issued in connection with the Company’s acquisition of CRC on February 11, 2015.
This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of Waller Lansden Dortch & Davis, LLP relating to the validity of the shares of common stock set forth in the Prospectus Supplement, which opinion is attached as Exhibit 5 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 5 | Opinion of Waller Lansden Dortch & Davis, LLP | |
| 23 | Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) | |
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.
| ACADIA HEALTHCARE COMPANY, INC. | ||||
| Date: February 24, 2015 | By: | /s/ Christopher L. Howard | ||
| Christopher L. Howard | ||||
| Executive Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 5 | Opinion of Waller Lansden Dortch & Davis, LLP | |
| 23 | Consent of Waller Lansden Dortch & Davis, LLP (contained in Exhibit 5) | |
Exhibit 5
|
511 Union Street, Suite 2700 | 615.244.6380 | main | |||
| P.O. Box 198966 Nashville, TN 37219-8966 |
615.244.6804 wallerlaw.com |
fax |
February 24, 2015
Acadia Healthcare Company, Inc.
830 Crescent Centre Drive, Suite 610
Franklin, Tennessee 37067
| Re: | Acadia Healthcare Company, Inc. |
Ladies and Gentlemen:
We have acted as special securities counsel to Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the automatic shelf Registration Statement on Form S-3 (Registration No. 333-196611), including the prospectus which forms a part thereof (the “Base Prospectus”) and the prospectus supplement dated February 24, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the sale by the selling stockholders identified in the Prospectus of up to 113,965 shares (the “Selling Stockholders Shares”) of the Company’s common stock, par value $0.01 per share.
In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary and appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies.
In rendering the following opinions, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the federal law of the United States to the extent specifically referred to herein. All opinions expressed are as of the date hereof except where expressly stated otherwise.
Based upon the foregoing, we are of the opinion that the Selling Stockholders Shares are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and further consent to the reference to us under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement. This consent is not to be construed as an admission that we are a party whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, LLP