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): February 24, 2015
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 45-2492228 | ||
| (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 February 24, 2015, Acadia Healthcare Company, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-196611) filed with the Securities and Exchange Commission on June 9, 2014. The Company filed the Prospectus Supplement for the purpose of registering for resale up to 113,965 shares of the Company’s common stock issued to certain former stockholders of CRC Health Group, Inc. (“CRC”), which shares were originally issued in connection with the Company’s acquisition of CRC on February 11, 2015.
This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of Waller Lansden Dortch & Davis, LLP relating to the validity of the shares of common stock set forth in the Prospectus Supplement, which opinion is attached as Exhibit 5 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 5 | Opinion of Waller Lansden Dortch & Davis, LLP | |
| 23 | Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) | |
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: February 24, 2015 | By: | /s/ Christopher L. Howard | ||
| Christopher L. Howard | ||||
| Executive Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 5 | Opinion of Waller Lansden Dortch & Davis, LLP | |
| 23 | Consent of Waller Lansden Dortch & Davis, LLP (contained in Exhibit 5) | |