- Current report filing (8-K)
October 06 2010 - 6:01AM
Edgar (US Regulatory)
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 5, 2010
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
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of
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Identification
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Incorporation)
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No.)
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6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(615) 312-5700
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 5, 2010, Psychiatric Solutions, Inc. (the Company) held a special meeting of
stockholders (the Special Meeting) at the Companys corporate headquarters located at 6640
Carothers Parkway, Suite 500, Franklin, Tennessee 37067.
The issued and outstanding shares of stock entitled to vote at the Special Meeting consisted
of 57,270,488 shares of the Companys common stock. The Companys stockholders voted on three
matters at the Special Meeting, all of which were approved pursuant to the following final voting
results:
Proposal 1: Proposal to adopt the Agreement and Plan of Merger, dated as of May 16, 2010,
by and among Universal Health Services, Inc., Olympus Acquisition Corp. and the Company (the
Merger Agreement). The voting results were as follows:
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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45,515,494
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1,309,940
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313,326
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0
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Proposal 2: Proposal to adjourn the special meeting, if necessary or appropriate, to
solicit additional proxies if there are not sufficient votes at the time of the Special Meeting
to adopt the Merger Agreement. The voting results were as follows:
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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41,796,765
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5,034,179
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307,816
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0
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Adjournment of the Special Meeting was not necessary because there were sufficient votes at
the time of the Special Meeting to adopt the Merger Agreement.
Proposal 3: Proposal to approve the amendment to the Psychiatric Solutions, Inc. Equity
Incentive Plan previously approved by stockholders at the Companys 2010 Annual Meeting of
Stockholders. The voting results were as follows:
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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42,835,619
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3,961,822
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341,319
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0
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Item 7.01. Regulation FD Disclosure.
On October 5, 2010, the Company issued a press release announcing that the Companys
stockholders approved the Merger Agreement at the Special Meeting. A copy of the press release is
furnished hereto as Exhibit 99 and is incorporated in this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
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99
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Press Release of Psychiatric Solutions, Inc., dated October 5, 2010.
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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.
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PSYCHIATRIC SOLUTIONS, INC.
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Date: October 5, 2010
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By:
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/s/ Christopher L. Howard
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Christopher L. Howard
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Executive Vice President, General Counsel and
Secretary
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INDEX TO EXHIBITS
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Exhibit Number
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Description
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99
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Press Release of Psychiatric Solutions, Inc., dated October 5, 2010.
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