Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hythiam, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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8090
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88-0464853 |
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard
Industrial Classification
Code Number)
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(I.R.S. Employer
Identification
Number) |
Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
(310) 444-4300
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
John C. Kirkland, Esq.
Dreier Stein & Kahan LLP
1620 26th Street, Suite 600N
Santa Monica, California 90404
(424) 202-6050
Fax: (424) 202-6250
(Address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after
the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than
securities offered only in connection with dividend or interest reinvestment plans, check the
following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
þ 333-145906
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the
following box. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Securities to be Registered |
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to be Registered(1) |
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Offering Price Per Share |
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Aggregate Offering Price (2) |
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Registration Fee |
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Common Stock, $0.0001 par value |
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9,634,684 |
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$4.79 |
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$46,150,136 |
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$1,417(3) |
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Warrants to purchase common stock(1) |
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2,408,671 |
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— |
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— |
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— |
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Common stock, $0.0001 par value(2) |
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2,408,671 |
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$5.75 |
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$13,849,858 |
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$425(3) |
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Total |
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12,043,355 |
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$59,999,994 |
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$1,842(4) |
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(1) |
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Included with purchase of common stock. |
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(2) |
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Shares issuable upon exercise of warrants. |
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(3) |
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Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of
1933. |
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(4) |
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$1,535 of this amount was previously paid with Registration Statement on Form S-3 (File No. 333-145906) filed September 6, 2007. |
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV
to Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (File No.
333-145906) filed by Hythiam, Inc. (the
“Company”)
with the Securities and Exchange Commission (the
“Commission”) on
September 6, 2007, which was
declared effective by the Commission on
October 5, 2007, and including the documents filed by the
Company with the Commission and incorporated or deemed incorporated therein, are incorporated
herein by reference. This Registration Statement is being filed solely for the purpose of
registering an additional $10,000,000 in securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the
7th day of November, 2007.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints
Terren S. Peizer and
Chuck Timpe, or any one of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title(s) |
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Date |
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Chairman of the Board of Directors and
Chief Executive Officer (Principal
Executive Officer)
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November 7, 2007 |
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Chief Financial Officer
(Principal Financial Officer)
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November 7, 2007 |
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Director and Senior Executive Vice President
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November 7, 2007 |
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Director and Senior Executive Vice President
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November 7, 2007 |
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Vice President and Corporate Controller
(Principal Accounting Officer)
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November 7, 2007 |
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Director
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November 7, 2007 |
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Director
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November 7, 2007 |
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Director
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November 7, 2007 |
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Director
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November 7, 2007 |
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Director
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November 7, 2007 |