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): November 1, 2012 (October 29, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective October 29, 2012, the Board of Directors (the “Board”) of Acadia Healthcare Company, Inc. (the “Company”) increased the number of directors constituting the Board from eleven to twelve and elected William M. Petrie, M.D. to fill the vacancy created by the increase in the number of directors. The Board elected Dr. Petrie to serve in the class of directors whose term expires at the Company’s annual meeting of stockholders in 2014. Dr. Petrie will serve as a member of the Audit Committee of the Board.
Dr. Petrie will receive compensation for his service to the Company in accordance with the Company’s existing compensation plan for non-employee directors. Information with respect to the director compensation plan is set forth in the definitive proxy statement for the Company’s 2012 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 27, 2012.
A copy of the press release announcing Dr. Petrie’s election to the Board is filed as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99 | Press Release of Acadia Healthcare Company, Inc., dated November 1, 2012 |
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: November 1, 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 Acadia Healthcare Company, Inc., dated November 1, 2012 |
Exhibit 99
Contact:
Brent Turner
President
(615) 861-6000
Acadia Healthcare Appoints William M. Petrie, M.D. to Board of Directors
FRANKLIN, Tennessee — November 1, 2012 — Acadia Healthcare Company, Inc. (NASDAQ: ACHC) today announced the appointment of William M. Petrie, M.D. to its Board of Directors.
Dr. Petrie is currently Professor of Clinical Psychiatry in the Department of Psychiatry at the Vanderbilt University School of Medicine, where he has served for more than 20 years. He is also Director, Vanderbilt Senior Assessment Clinic in the Department of Psychiatry at the Vanderbilt University School of Medicine. Previously, Dr. Petrie served as President and Co-Director of Research at Psychiatric Consultants, P.C., a leading psychiatry practice in Nashville, TN and Chairman, Department of Psychiatry, Parthenon Pavilion at Centennial Medical Center. With 35 years experience in conducting clinical research trials, Dr. Petrie was the primary investigator for a substantial variety of clinical studies. In addition, Dr. Petrie is a noted researcher, who has published dozens of papers in numerous healthcare publications. Dr. Petrie served as a director for Psychiatric Solutions, Inc. from September 2004 until November 2010.
Joey Jacobs, Chairman and Chief Executive Officer of Acadia, commented, “Bill Petrie is a highly accomplished physician with an outstanding reputation for his work in advancing the practice of psychiatry. We expect Bill to bring an invaluable perspective to Acadia’s Board because of his in-depth experience in the research and academic aspects of psychiatry, combined with his long history as a practicing physician caring for inpatient psychiatric patients. We welcome Bill to the Board and are confident that he will add significantly to our efforts to make Acadia the country’s premier provider of inpatient psychiatric services.”
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.
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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