SEC Company Response from PSYCHIATRIC SOLUTIONS INC (CIK 0000829608) — Sep 1, 2005
PSYCHIATRIC SOLUTIONS INC (CIK 0000829608)
Date: Sept. 1, 2005 · CIK: 0000829608 · Accession: 0000950144-05-009242
AI Filing Summary & Sentiment
File numbers found in text: 333-127332
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[WLDD LETTERHEAD]
August 31, 2005
VIA EDGAR/COURTESY COPY VIA FACSIMILE
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Albert C. Lee, Esq.
Division of Corporate Finance
Re: Psychiatric Solutions, Inc.
Registration Statement on Form S-4
File Number 333-127332
Dear Mr. Lee:
On behalf of Psychiatric Solutions, Inc. (the "Company"), attached as
Schedule I are the Company's responses to the comments included in the staff's
letter, dated August 12, 2005, regarding the above-referenced Registration
Statement on Form S-4. The responses in Schedule I are keyed to your comments in
the comment letter, which are repeated and underlined in Schedule I for
convenience of reference.
We appreciate your review of this letter and the Company's responses.
Please contact the undersigned at (615) 312-5700 or John Faldetta at (615)
850-8875 if you have any questions regarding the Company's response.
Very truly yours,
/s/ Christopher L. Howard
cc: Mr. Joey A. Jacobs
Mr. Brent Turner
Mr. Jack E. Polson
James H. Nixon, III, Esq.
John J. Faldetta, Jr., Esq.
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SCHEDULE I
PSYCHIATRIC SOLUTIONS, INC.
REGISTRATION STATEMENT ON FORM S-4
FILE NO. 333-127332
COMMENT 1: It appears that you are registering the exchange notes in reliance on
the staff's position set forth in Exxon Capital Holdings Corporation (May 13,
1988), Morgan Stanley & Co. Incorporated (June 5, 1991), and Shearman & Sterling
(July 2, 1993). Accordingly, please provide us with a supplemental letter
containing the statements and representations that are set forth in those
letters.
RESPONSE 1: The Company is registering its exchange notes (the
"Registered Notes") in reliance on the staff's position enunciated in Exxon
Capital Holdings Corporation, SEC No-Action Letter (May 13, 1988); Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) regarding
resales; and Shearman and Sterling, SEC No-Action Letter (July 2, 1993) with
respect to participation of broker-dealers. In addition, the Company represents
as follows:
(A) The Company has not entered into any arrangement or understanding
with any person to distribute the Registered Notes to be received in
the exchange offer and to the best of its information and belief, each
person participating in the exchange offer is acquiring the Registered
Notes in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of
the Registered Notes to be received in the exchange offer. In this
regard, the Company will make each person participating in the
exchange offer aware (through the exchange offer prospectus or
otherwise) that if the exchange offer is being registered for the
purpose of secondary resales, any securityholder using the exchange
offer to participate in a distribution of the Registered Notes to be
acquired in the registered exchange offer (a) can not rely on the
staff position enunciated in Exxon Capital Holdings Corporation (May
13, 1988) or similar letters and (b) must comply with registration and
prospectus delivery requirements of the Securities Act in connection
with a secondary resale transaction. The Company acknowledges that
such a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K.
(B) The Company will make each person participating in the exchange
offer aware (through the exchange offer prospectus) that any
broker-dealer who holds privately placed securities ("Initial
Securities") acquired for its own account as a result of market-making
activities or other trading activities, and who receives Registered
Notes in exchange for such Initial Securities pursuant to the exchange
offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of such Registered Notes.
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(C) The transmittal letter or similar documentation to be executed by
an exchange offeree will include a statement to the effect that, if
the exchange offeree is a broker-dealer holding Initial Securities
acquired for its own account as a result of market-making activities
or other trading activities, an acknowledgment that it will deliver a
prospectus meeting the requirements of the Securities Act in
connection with any resale of Registered Notes received in respect of
such Initial Securities pursuant to the exchange offer. The
transmittal letter or similar documentation may also include a
statement to the effect that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
COMMENT 2: Please revise to specifically incorporate by reference the Form 10-Q
filed on August 9, 2005 in your Form S-4 registration statement.
RESPONSE 1: The Company specifically incorporates by reference its Form 10-Q for
the quarter ended June 30, 2005, filed with the SEC on August 9, 2005. Please
see page 82 of Amendment No. 1 to the Company's Form S-4.
COMMENT 3: We note the filing does not include the signature of your CFO and
principal financial officer. Please include these signatures in your amended
Form S-4. If Jack E. Polson serves in these capacities, his signature should be
captioned as such in your amended filing. See Instructions 1 and 2 to the
Signatures section of Form S-3.
RESPONSE 1: Jack E. Polson, the Company's Chief Accounting Officer, serves as
the Company's principal financial officer and his signature is captioned as such
in the Company's Amendment No. 1 to Form S-4.
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