Attached files
file | filename |
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EX-99.1 - EX-99.1 - PSYCHIATRIC SOLUTIONS INC | g21263exv99w1.htm |
EX-23.1 - EX-23.1 - PSYCHIATRIC SOLUTIONS INC | g21263exv23w1.htm |
EX-99.2 - EX-99.2 - PSYCHIATRIC SOLUTIONS INC | g21263exv99w2.htm |
EX-99.3 - EX-99.3 - PSYCHIATRIC SOLUTIONS INC | g21263exv99w3.htm |
Table of Contents
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 13, 2009
Psychiatric Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0-20488 | 23-2491707 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(Address of Principal Executive Offices)
(615) 312-5700
(Registrants Telephone Number, including Area Code)
(Registrants Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-23.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
Table of Contents
Item 8.01. Other Events.
Psychiatric Solutions, Inc. (the Company) is re-issuing in an updated format its historical
financial statements in connection with the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) 205-20, Discontinued Operations (ASC 205-20).
Generally accepted accounting principles require that all components of an entity that have been
disposed of (by sale, by abandonment or in a distribution to owners) or are held for sale, and
whose cash flows can be clearly distinguished from the rest of the entity, be presented as
discontinued operations. During the nine month period ended September 30, 2009, the Company entered
into a definitive agreement to sell its employee assistance program business, elected to make The
Oaks Treatment Center and Nashville Rehabilitation Hospital available for sale and terminated one
contract with a South Carolina juvenile justice agency. In compliance with ASC 205-20, the Company
has reported the results of such operations, net of applicable income taxes, as discontinued
operations for each period presented in its Quarterly Report on Form 10-Q for the three months and
nine months ended September 30, 2009 (including the comparable periods of the prior year). Under
Securities and Exchange Commission (SEC) requirements, the same reclassification to discontinued
operations that is required by ASC 205-20 is also required for previously issued financial
statements for each of the three years shown in the Companys last Annual Report on Form 10-K, if
those financial statements are incorporated by reference in subsequent filings with the SEC made
under the Securities Act of 1933, as amended, even though those financial statements relate to
periods prior to the date the operations were exited or made available for sale. This
reclassification has no effect on the Companys reported net income attributable to common
stockholders and should not be read as a restatement of the Companys Annual Report on Form 10-K
for the year ended December 31, 2008 (the 2008 Form 10-K).
This Current Report on Form 8-K updates Items 6, 7 and 8 of the 2008 Form 10-K to reflect
certain operations that met applicable reporting criteria during the nine month period ended
September 30, 2009 as discontinued operations. The re-issued consolidated financial statements
also include revised Note 1 explaining the reclassification of noncontrolling interests in
accordance with ASC 810-10-45. All items of the 2008 Form 10-K not reissued with this Form 8-K
remain unchanged. No attempt has been made to update matters in the 2008 Form 10-K except to the
extent expressly provided above.
The attached information should be read together with the Companys filings with the SEC
subsequent to the Companys filing of the 2008 Form 10-K, which was filed on February 25, 2009,
including its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009, June
30, 2009 and September 30, 2009.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
23.1 | Consent of Independent Registered Public Accounting Firm | ||
99.1 | Re-issued 2008 Form 10-K, Item 6. Selected Financial Data | ||
99.2 | Re-issued 2008 Form 10-K, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | ||
99.3 | Re-issued 2008 Form 10-K, Item 8. Financial Statements and Supplementary Data |
Table of Contents
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.
PSYCHIATRIC SOLUTIONS, INC. |
||||
Date: November 13, 2009 | By: | /s/ Jack E. Polson | ||
Jack E. Polson | ||||
Executive Vice President, Chief Accounting Officer | ||||
Table of Contents
INDEX TO EXHIBITS
Exhibit Number | Description of Exhibits | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
99.1
|
Re-issued 2008 Form 10-K, Item 6. Selected Financial Data | |
99.2
|
Re-issued 2008 Form 10-K, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | |
99.3
|
Re-issued 2008 Form 10-K, Item 8. Financial Statements and Supplementary Data |