As filed with the Securities and Exchange Commission on May 20, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ACADIA HEALTHCARE COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		45-2492228
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

6100 Tower Circle, Suite 1000 Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

Acadia Healthcare Company, Inc. Incentive Compensation Plan

(Full title of the plan)

 

 

Christopher L. Howard

Executive Vice President, General Counsel and Secretary

Acadia Healthcare Company, Inc.

6100 Tower Circle, Suite 1000

Franklin, Tennessee 37067

Telephone: (615) 861-6000

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

James H. Nixon III

Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, Tennessee 37219

Telephone: (615) 244-6380

 

 

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.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Common stock, par value $0.01 per share		3,500,000(2)		$56.485		$197,697,500		$19,909

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the Acadia Healthcare Company, Inc. Incentive Compensation Plan, as amended (the “Incentive Plan”), by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization of or by us that results in an increase in the number of shares of our outstanding common stock.

(2)

The Incentive Plan authorizes the issuance of a maximum of 8,200,000 shares of common stock, of which 4,700,000 shares have been registered pursuant to previously filed registration statements on Form S-8 (Reg. No. 333-177990 and Reg. No. 333-190232). An additional 3,500,000 shares of common stock are being registered herewith and, in accordance with General Instruction E of Form S-8, the fee is being paid only with respect to these additional shares.

(3)

The proposed maximum offering price is calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sale prices for the shares of common stock reported on The NASDAQ Global Select Market on May 16, 2016, solely for the purpose of calculating the registration fee.

 

 

 

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EXPLANATORY NOTE

This registration statement is being filed pursuant to General Instruction E to Form S-8 and relates to the registration of an additional 3,500,000 shares of common stock of Acadia Healthcare Company, Inc. (the “Registrant”) issuable pursuant to the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Incentive Plan”). The contents of the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2011 (Reg. No. 333-177990) and July 30, 2013 (Reg. No. 333-190232), including all exhibits filed therewith or incorporated therein by reference, are incorporated herein by reference and made a part hereof, except as the same may be modified by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The following documents, which have been filed by the Registrant with the SEC, are incorporated in this Registration Statement by reference:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015;

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016;

(c) The Registrant’s Current Reports on Form 8-K filed with the SEC on January 4, 2016, January 5, 2016, January 8, 2016, January 12, 2016, January 27, 2016, February 2, 2016, February 5, 2016, February 16, 2016, February 26, 2016, March 3, 2016, May 10, 2016, May 19, 2016 and May 20, 2016 (other than information furnished pursuant to Item 2.02 or Item 7.01 of the Current Report on Form 8-K, unless expressly stated otherwise therein); and

(d) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the SEC pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 31, 2011 (Reg. No. 001-35331), including any amendments or reports filed for the purpose of updating such descriptions.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5.

Interests of Named Experts and Counsel.

The validity of the shares of common stock offered hereby will be passed upon by Waller Lansden Dortch & Davis, LLP, Nashville, Tennessee.

 

Item 6.

Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for this limitation of liability.

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Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Registrant’s amended and restated bylaws provide that the Registrant must indemnify its directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition; provided, that if and to the extent required by the DGCL, the advancement of expenses shall only be made upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified.

The Registrant entered into indemnification agreements with each of its directors and executive officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s certificate of incorporation or bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

The Registrant maintains standard policies of insurance that provide coverage (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

 

Item 8.

Exhibits.

 

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of Acadia Healthcare Company, Inc. (the “Company”), as filed on October 28, 2011 with the Secretary of State of the State of Delaware, as amended by the Certificate of Amendment filed on March 3, 2016. (a)
4.2		Amended and Restated Bylaws of the Company. (b)
4.3		Specimen of the Company’s Common Stock Certificate. (c)
4.4		Amended and Restated Stockholders Agreement, dated as of October 29, 2014, by and among the Company and each of the stockholders named therein. (d)

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4.5		Third Amended and Restated Registration Rights Agreement dated as of December 31, 2015, by and among the Company and each of the parties named therein. (e)
4.6		Joinder, dated February 16, 2016, to the Third Amended and Restated Registration Rights Agreement dated as of December 31, 2015, by and among the Company and each of the parties named therein. (f)
5*		Opinion of Waller Lansden Dortch & Davis, LLP, with respect to the legality of the shares of common stock being registered hereby.
23.1*		Consent of Ernst & Young LLP, an independent registered public accounting firm, with respect to the audited financials of the Company.
23.2*		Consent of PricewaterhouseCoopers LLP.
23.3		Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1).
24		Power of Attorney of certain officers and directors of the Company to file future amendments (set forth on the signature page of this Registration Statement).
99.1		Acadia Healthcare Company, Inc. Incentive Compensation Plan. (g)
99.2		First Amendment to the Acadia Healthcare Company, Inc. Incentive Compensation Plan. (h)

 

*	Filed herewith.

(a)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed March 3, 2016 (File No. 001-35331).

(b)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed November 1, 2011 (File No. 001-35331).

(c)	Incorporated by reference to exhibits filed with the Company’s registration statement on Form S-1, as amended (File No. 333-175523), originally filed with the SEC on November 23, 2011.

(d)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed October 30, 2014 (File No. 001-35331).

(e)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed January 4, 2016 (File No. 001-35331).

(f)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed February 16, 2016 (File No. 001-35331).

(g)	Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed April 8, 2016 (File No. 001-35331).

(h)	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed April 8, 2016 (File No. 001-35331).

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin of Tennessee, on May 20, 2016.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher L. Howard and David M. Duckworth his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/    Joey A. Jacobs         Joey A. Jacobs		Chairman and Chief Executive Officer (Principal Executive Officer)		May 20, 2016
/s/    David M. Duckworth         David M. Duckworth		Chief Financial Officer (Principal Financial and Accounting Officer)		May 20, 2016
/s/    E. Perot Bissell         E. Perot Bissell		Director		May 20, 2016
/s/    Christopher R. Gordon         Christopher R. Gordon		Director		May 20, 2016
/s/    Vicky B. Gregg         Vicky B. Gregg		Director		May 20, 2016
/s/    William F. Grieco         William F. Grieco		Director		May 20, 2016
/s/    Wade D. Miquelon         Wade D. Miquelon		Director		May 20, 2016
/s/    William M. Petrie, M.D.         William M. Petrie, M.D.		Director		May 20, 2016
/s/    Hartley R. Rogers         Hartley R. Rogers		Director		May 20, 2016
/s/    Bruce A. Shear         Bruce A. Shear		Director		May 20, 2016
/s/    Reeve B. Waud         Reeve B. Waud		Director		May 20, 2016

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Company, as filed on October 28, 2011 with the Secretary of State of the State of Delaware, as amended by the Certificate of Amendment filed on March 3, 2016. (a)
4.2		Amended and Restated Bylaws of the Company. (b)
4.3		Specimen of the Company’s Common Stock Certificate. (c)
4.4		Amended and Restated Stockholders Agreement, dated as of October 29, 2014, by and among the Company and each of the stockholders named therein. (d)
4.5		Third Amended and Restated Registration Rights Agreement dated as of December 31, 2015, by and among the Company and each of the parties named therein. (e)
4.6		Joinder, dated February 16, 2016, to the Third Amended and Restated Registration Rights Agreement dated as of December 31, 2015, by and among the Company and each of the parties named therein. (f)
5*		Opinion of Waller Lansden Dortch & Davis, LLP, with respect to the legality of the shares of common stock being registered hereby.
23.1*		Consent of Ernst & Young LLP, an independent registered public accounting firm, with respect to the audited financials of the Company.
23.2*		Consent of PricewaterhouseCoopers LLP.
23.3		Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1).
24		Power of Attorney of certain officers and directors of the Company to file future amendments (set forth on the signature page of this Registration Statement).
99.1		Acadia Healthcare Company, Inc. Incentive Compensation Plan. (g)
99.2		First Amendment to the Acadia Healthcare Company, Inc. Incentive Compensation Plan. (h)

 

*	Filed herewith.

(a)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed March 3, 2016 (File No. 001-35331).

(b)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed November 1, 2011 (File No. 001-35331).

(c)	Incorporated by reference to exhibits filed with the Company’s registration statement on Form S-1, as amended (File No. 333-175523), originally filed with the SEC on November 23, 2011.

(d)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed October 30, 2014 (File No. 001-35331).

(e)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed January 4, 2016 (File No. 001-35331).

(f)	Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed February 16, 2016 (File No. 001-35331).

(g)	Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed April 8, 2016 (File No. 001-35331).

(h)	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed April 8, 2016 (File No. 001-35331).

Exhibit 5

 

		511 Union Street, Suite 2700		615.244.6380		main
		P.O. Box 198966		615.244.6804		fax
		Nashville, TN 37219-8966		wallerlaw.com

May 20, 2016

Acadia Healthcare Company, Inc.

6100 Tower Circle, Suite 1000

Franklin, Tennessee 37067

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed by the Company under the Securities Act of 1933, as amended (the “Act”), on May 20, 2016 (the “Registration Statement”) relating to the registration of an aggregate of 3,500,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for issuance by the Company pursuant to the Company’s Incentive Compensation Plan (the “Plan”) as set forth in the Registration Statement.

In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, 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.

Based upon the foregoing, we are of the opinion that the Shares, when issued in the manner and on the terms described in the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Acadia Healthcare Company, Inc. Incentive Compensation Plan of our reports dated February 25, 2016, with respect to the consolidated financial statements of Acadia Healthcare Company, Inc. and the effectiveness of internal control over financial reporting of Acadia Healthcare Company, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Nashville, Tennessee

May 19, 2016

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Acadia Healthcare Company, Inc. of our report dated 20 May 2016 relating to the financial statements of Priory Group No.1 Limited, which appears in Acadia Healthcare Company, Inc. Current Report on Form 8-K dated 20 May 2016.

/s/ PricewaterhouseCoopers LLP

Leeds, United Kingdom

20 May 2016