S-1MEF 1 form_s1mef.htm form_s1mef.htm

 
 
 
Registration No. 333 -


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
HYTHIAM, INC.
(Exact name of registrant as specified in its charter)

     
Delaware
8090
88-0464853
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
 
 
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)
 
 
Terren S. Peizer
Chief Executive Officer
Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
(310) 444-4300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 
Copies to:

Glenn D. Smith, Esq.
Kaye Scholer LLP
1999 Avenue of the Stars, Suite 1700
Los Angeles, CA 90067
(310) 788-1000

 
 
 
 
Approximate date of commencement of proposed sale to the public: promptly 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:    þ
 
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  333-166289
 
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 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.    o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  þ
(Do not check if a smaller reporting company)
 
 
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered
Proposed Maximum
 Aggregate Offering
 Price
Amount of
 Registration Fee (2)
3,400,000 shares of common stock, $0.0001 par value
$
$
Warrants to purchase 2,550,000 shares of common stock (1)
$
$
2,550,000 shares of common stock issuable upon exercise of the warrants
    
Total
$1,000,000
$71.30(3)

(1)
The securities registered also include such indeterminate number of shares of common stock as may be issued upon exercise of warrants pursuant to the antidilution provisions of the warrants.
   
(2)
Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933.
   
(3)
Previously paid.
   
This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(b) under the Securities Act of 1933.

 
2
 


EXPLANATORY NOTE

This registration statement is being filed with respect to the registration of additional shares of common stock of Hythiam Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-166289), initially filed by Hythiam with the Securities and Exchange Commission on April 26, 2010 as amended by Amendment No. 1 thereto filed on May 17, 2010, Amendment No. 2 thereto filed on June 8, 2010, Amendment No. 3 thereto filed on June 14, 2010, Amendment No. 4 thereto filed on June 22, 2010 and Amendment No. 5 thereto filed on June 25, 2010, and which was declared effective on June 28, 2010, including the exhibits thereto, are incorporated herein by reference.

 
3
 

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 Los Angeles, State of California, on the 30th day of June, 2010.
 
     
HYTHIAM, INC.
  
     
By:
/s/ TERREN S. PEIZER
  
 
Terren S. Peizer 
  
 
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.
 
Signature
  
Title
  
Date
         
/s/ TERREN S. PEIZER
Terren S. Peizer
  
Chairman of the Board of Directors and Chief Executive Office (Principal Executive Officer)
  
June 30, 2010
     
/s/ JOHN V. RIGALI
John V. Rigali
  
Chief Financial Officer ( Principal Financial and Accounting Officer )
  
June 30, 2010
     
/s/ RICHARD A. ANDERSON
Richard A. Anderson
  
President, Chief Operating Officer and Director
  
June 30, 2010
     
/s/ *
Jay A. Wolf
  
Director
  
June 30, 2010
     
/s/ *
Marc G. Cummins
  
Director
  
June 30, 2010
     
/s/ *
Andrea Grubb Barthwell, M.D.
  
Director
  
June 30, 2010
     
* By:
/s/ TERREN S. PEIZER  
    
 
Terren S. Peizer
    
 
Attorney-in-fact
    

 
 

4