As filed with the Securities and Exchange Commission on March 30, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROVIDENCE SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 8322 | 86-0845127 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5524 East Fourth Street
Tucson, Arizona 85711
Telephone: (520) 747-6600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Fletcher Jay McCusker
Chairman of the Board and Chief Executive Officer
620 North Craycroft
Tucson, Arizona 85711
Telephone: (520) 747-6600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Elise M. Adams Blank Rome LLP 405 Lexington Avenue New York, NY 10174 Telephone: (212) 885-5544 Facsimile: (212) 885-5001 |
John A. Good Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, TN 38103 Telephone: (901) 543-5901 Facsimile: (888) 543-4644 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable on or after the effective date of this Registration Statement.
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, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. x 333-113264
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. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum offering price |
Amount of registration fee(2) | ||||
Common Stock, par value $.001 per share |
334,888(1) | $15.75 | $5,274,486 | $669 |
(1) | Includes shares attributable to the underwriters over-allotment option. |
(2) | Calculated pursuant to Rule 457(o) under the Securities Act. In accordance with Rule 111 under the Securities Act, the Registrant hereby certifies that at the time of filing of this Registration Statement: (i) the Registrant or its agent has instructed its bank or a wire transfer service to transmit to the Commission the applicable filing fee by a wire transfer of such amount from the Registrants account or its agents account to the Commissions account at Mellon Bank as soon as practicable but no later than the close of the next business day following the filing of this Registration Statement; (ii) the Registrant or its agent will not revoke such instructions; and (iii) the Registrant or its agent has sufficient funds in such account to cover the amount of such filing fee. The Registrant undertakes to confirm receipt of the wire transfer instruction by the bank or wire transfer service during regular business hours on the business day following the filing of this Registration Statement. |
Pursuant to Rule 462(b) under the Securities Act of 1933, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.
EXPLANATORY NOTE
This Registration Statement relates to the public offering of common stock of The Providence Service Corporation contemplated by a Registration Statement on Form S-1 (SEC File No. 333-113264), as amended (the Prior Registration Statement), which was declared effective by the Securities and Exchange Commission (the Commission) on March 29, 2004. This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely to increase the number of shares to be offered in the public offering by 334,888 shares, including up to 43,681 additional shares that may be sold pursuant to the exercise of the Underwriters over-allotment option. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on March 29, 2004.
THE PROVIDENCE SERVICE CORPORATION | ||
By: |
/S/ FLETCHER JAY MCCUSKER | |
Fletcher Jay McCusker | ||
Chairman of the Board, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
Title |
Date | ||
/s/ Fletcher Jay McCusker Fletcher Jay McCusker |
Chairman of the Board; Chief Executive Officer (Principal Executive Officer) |
March 29, 2004 | ||
* Michael N. Deitch |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 29, 2004 | ||
* Mark L. First |
Director | March 29, 2004 | ||
* Steven I. Geringer |
Director | March 29, 2004 | ||
* Hunter Hurst, III |
Director | March 29, 2004 | ||
* Kristi L. Meints |
Director | March 29, 2004 | ||
* Richard Singleton |
Director | March 29, 2004 |
*By: | /S/ FLETCHER JAY MCCUSKER | |
Fletcher Jay McCusker Attorney-in-Fact |
EXHIBIT INDEX
Number |
Exhibit Title | |
5 |
Opinion of Blank Rome LLP as to the legality of the common stock being offered. | |
23.1 |
Consent of Ernst & Young LLP. | |
23.2 |
Consent of Blank Rome LLP (included in Exhibit 5). | |
24 |
Power of Attorney (included on the Signatures page of the Registration Statement on form S-1 (File No. 333-113264) filed with the Commission on March 4, 2004 and incorporated herein by reference). |