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): October 17, 2012
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 46-2492228 | ||
| (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 October 17, 2012, Acadia Healthcare Company, Inc. (the “Company”) issued a press release announcing that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to offer to the public from time to time in one or more offerings up to $200 million of its common stock, at prices and on terms that the Company will decide at the time of any offering. In addition, under the shelf registration, if and when declared effective by the SEC, certain of the Company’s stockholders may offer for resale to the public from time to time in one or more offerings up to 18.5 million shares of the Company’s common stock owned by them at prices and on terms to be determined at the time of any such offering. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.
The registration statement on Form S-3 has not yet been declared effective by the SEC. The securities may not be sold and offers to buy may not be accepted prior to the time the registration statement becomes effective. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 99 | Press Release of the Registrant dated October 17, 2012 |
SIGNATURE
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: October 17, 2012 | By: | /s/ Christopher L. Howard | ||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Press Release of the Registrant dated October 17, 2012 |
Exhibit 99
Contact:
Brent Turner
President
(615) 861-6000
Acadia Healthcare Files Form S-3 Shelf Registration Statement
for Offering Common Stock
FRANKLIN, Tennessee—October 17, 2012 — Acadia Healthcare Company, Inc. (NASDAQ: ACHC) today announced that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) to offer to the public from time to time in one or more offerings up to $200 million of its common stock, at prices and on terms that Acadia will decide at the time of any offering. In addition, under the shelf registration, if and when declared effective by the SEC, certain Acadia stockholders may offer for resale to the public from time to time in one or more offerings up to 18.5 million shares of Acadia common stock owned by them at prices and on terms to be determined at the time of any such offering. The specific terms of any future offerings will be described in a prospectus supplement that will be filed with the SEC in connection with such offering.
The shelf registration statement is intended to provide Acadia with flexibility to take advantage of financing opportunities if and when deemed appropriate by the Company. Acadia does not have any immediate plans or commitments to sell securities under the shelf registration statement.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offering of shares covered by the shelf registration statement will only be made by means of a prospectus and an accompanying prospectus supplement.
Risk Factors
This news release contains forward-looking statements. Generally words such as “may,” “will,” “should,” “could,” “anticipate,” “expect,” “intend,” “estimate,” “plan,” “continue,” and “believe” or the negative of or other variation on these and other similar expressions identify forward-looking statements. These forward-looking statements are made only as of the date of this news release. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are based on current expectations and involve risks and uncertainties. These risks and uncertainties are described in Acadia’s periodic reports and other filings with the SEC.
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Acadia Healthcare Files Form S-3 Shelf Registration Statement
Page 2
October 17, 2012
About Acadia
Acadia is a provider of inpatient behavioral healthcare services. Acadia operates a network of 33 behavioral health facilities with over 2,300 licensed beds in 19 states. Acadia provides psychiatric and chemical dependency services to its patients in a variety of settings, including inpatient psychiatric hospitals, residential treatment centers, outpatient clinics and therapeutic school-based programs.
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