CRC HEALTH CORP - 10-K - 20070402 - SECURITY_OWNERS
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Beneficial
Ownership
All of our outstanding common stock is held by our parent company. Our parent company’s outstanding capital stock
consists of Class A common shares and Class L common shares.
The table below sets forth, as of December 31, 2006, the number and
percentage of shares of our parent company’s common stock beneficially owned by (i) each person known by us to beneficially own more than 5% of the outstanding shares of common stock of our parent company, (ii) each of our directors,
(iii) each of our named executive officers and (iv) all our directors and executive officers as a group.
Notwithstanding the
beneficial ownership of common stock presented below, our stockholders agreement governs the stockholders exercise of their voting rights with respect to election of directors and certain other material events. The parties to our stockholders
agreement have agreed to vote their shares to elect the board of directors as set forth therein. In addition, our stockholders agreement governs certain stockholders’ exercise of voting rights with respect to effecting a change of control
transaction. See “Certain Relationships and Related Party Transactions.”
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations
governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to
dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are
deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the
same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Except
as described in the agreements mentioned above or as otherwise indicated in a footnote, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless
otherwise indicated in a footnote, the address for each individual listed below is c/o CRC Health Corporation, 20400 Stevens Creek Boulevard, Suite 600, Cupertino, California 95014.
Name and Address
Shares of
Class A
Common
Stock
Percent of
Class A
Common
Stock
Shares of
Class L
Common
Stock
Percent of
Class L
Common
Stock
Bain Capital Partners VIII, L.P. and Related Funds
(1)
32,547,498.77
95.6
%
3,616,388.75
95.6
%
Dr. Barry W. Karlin
(2)
759,691.88
2.2
%
84,410.21
2.2
%
Kathleen Sylvia
(3)
69,920.56
*
7,768.95
*
Philip L. Herschman
(4)
151,414.08
*
16,823.79
*
Jerome E. Rhodes
(5)
151,414.08
*
16,823.79
*
Kevin Hogge
(6)
151,414.08
*
16,823.79
*
Barry R. McCaffrey
1,815.13
*
201.68
*
Elliot Sainer
54,787.20
*
6,087.47
*
Steven Barnes
(7)
—
—
—
—
John Connaughton
(7)
—
—
—
—
Chris Gordon
(7)
—
—
—
—
All directors and executive officers as a group
1,396,320
4.1
%
155,146
4.1
%
*
indicates less than 1% of common stock
(1)
Represents shares owned by the following groups of investment funds affiliated with Bain Capital Partners, LLC: (i) 27,861,389.88 shares of Class A common stock and
3,095,709.94 shares of Class L common stock owned by Bain Capital Fund VIII, LLC, a Delaware limited liability company (“BCF VIII”), whose sole member is Bain Capital Fund VIII, L.P., a Cayman Islands exempted limited partnership
(“BCF VIII Cayman”), whose sole general partner is Bain Capital Partners VIII, L.P., a Cayman Islands exempted limited partnership (“BCP VIII”), whose sole general partner is Bain Capital Investors, LLC, a Delaware limited
liability company (“BCI”); (ii) 3,666,862.04 shares of Class A common stock and 407,429.12 shares of Class L common stock owned by Bain Capital VIII Coinvestment Fund, LLC, a Delaware limited liability company (“BC VIII
Coinvest”), whose sole member is Bain Capital VIII Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“BC VIII Coinvest Cayman”), whose sole general partner is BCP VIII; (iii) 10,287.59 shares of Class A
common stock and 1,143.08 shares of Class L common stock owned by BCIP Associates-G (`BCIP-G”), whose managing partner is BCI; (iv) 787,645.94 shares of Class A common stock and 69,256.98 shares of Class L common stock owned by BCIP
Associates III, LLC, a Delaware limited liability company (“BCIP IIP”), whose manager is BCIP Associates III, a Cayman Islands partnership (“BCIP III Cayman”), whose managing partner is BCI; (v) 118,584 shares of
Class A common stock and 31,435.32 shares of Class L common stock owned by BCIP T Associates III, LLC a Delaware limited liability company (“BCIP T III”), whose manager is BCIP Trust Associates III, a Cayman Islands partnership
(“BCIP T III Cayman”), whose managing partner is BCI; (vi) 65,975.32 shares of Class A common stock and 9,482.95 shares of Class L common stock owned by BCIP Associates III-B, LLC, a Delaware limited liability company (`BCIP
III-B”), whose manager is BCIP Associates III-B, a Cayman Islands partnership (“BCIP III-B Cayman”), whose managing partner is BCI and (vii) 36,754 shares of Class A common stock and 1,931 shares of Class L common stock
owned by BCIP T Associates III-B, LLC, a Delaware limited liability company (“BCIP T III-B” and together with BCF VIII, BC VIII Coinvest, BCIP-G, BCIP III, BCIP T III and BCIP III-B, the “Bain Funds”), whose manager is BCIP Trust
Associates III-B, a Cayman Islands partnership (“BCIP T III-B Cayman”), whose sole general partner is BCI.
BCF VIII Cayman, BCP VIII and BCI, by virtue of the relationships described above, may be deemed to
beneficially own the shares held by BCF VIII. BCF VIII Cayman, BCP VIII and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
BCF VIII Coinvest Cayman, BCP VIII and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCP VIII
Coinvest. BCF VIII Coinvest Cayman, BCP VIII and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP-G. BCI disclaims beneficial ownership of such shares except to the extent of their pecuniary interest
therein.
BCIP III Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP
III. BCIP III Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
BCIP T
III Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP T III. BCIP T III Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary
interest therein.
BCIP III-B Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares
held by BCIP III-B. BCIP III-B Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
BCIP T III-B Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP T III-B. BCIP T II1-B Cayman and BCI disclaim beneficial ownership of such shares except to the extent of
their pecuniary interest therein.
(2)
Represents options to purchase 84,410.21 Units consisting of 759,691.88 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 84,410.21
shares of Class L common stock issuable pursuant to options exercisable within 60 days.
(3)
Represents options to purchase 7,768.95 Units consisting of 69,920.56 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 7,768.95 shares
of Class L common stock issuable pursuant to options exercisable within 60 days.
(4)
Represents options to purchase 16,823.79 Units consisting of 151,414.08 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 16,823.79
shares of Class L common stock issuable pursuant to options exercisable within 60 days.
(5)
Represents options to purchase 16,823.79 Units consisting of 151,414.08 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 16,823.79
shares of Class L common stock issuable pursuant to options exercisable within 60 days.
(6)
Represents options to purchase 16,823.79 Units consisting of 151,414.08 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 16,823.79
shares of Class L common stock issuable pursuant to options exercisable within 60 days.
(7)
Represents options to purchase 201.68 Units consisting of 1,815.13 shares of Class A common stock issuable pursuant to options exercisable within 60 days and 201.68 shares of
Class L common stock issuable pursuant to options exercisable within 60 days.
(8)
Mr. Barnes, Mr. Connaughton and Mr. Gordon are each a managing director or principal of Bain Capital Partners, LLC. They disclaim any beneficial ownership of any
shares beneficially owned by any entity affiliated with Bain Capital Partners, LLC in which they do not have a pecuniary interest. Mr. Barnes, Mr. Connaughton and Mr. Gordon each have an address c/o Bain Capital Partners, LLC, 111
Huntington Avenue, Boston, Massachusetts 02199.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes the securities authorized for issuance as of December 31, 2006 under our 2006 Executive Incentive Plan and our 2006
Management Incentive Plan, the number of shares of our Class A common stock and Class L common stock issuable upon the exercise of outstanding options, the weighted average exercise price of such options and the number of additional shares of
our common stock still authorized for issuance under such plans. Both the 2006 Executive Incentive Plan and our 2006 Management Incentive Plan have been approved by our shareholders.
(a)
(b)
(c)
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and
rights
Weighted-average
exercise price of outstanding
options, warrants and rights
Number of securities remaining
available for future issuance
under equity
compensation
plans (excluding securities
reflected in column (a))
Class A
common
stock
Class L
common
stock
Class A
common
stock
Class L
common
stock
Class A
common
stock
Class L
common
stock
2006 Executive Incentive Plan
5,319,978
(1)
591,108
(1)
$
0.82
$
65.03
(2)
(2)
2006 Management Incentive Plan
359,524
39,947
$
1.00
$
81.00
(2)
(2)
Equity compensation plans not approved by security holders
—
—
—
—
—
—
(1)
This amount consists of 1,184,808 shares of Class A common stock and 131,647 shares of Class L common stock that were issued in connection with rolled over options at the time of
the Bain Merger and Aspen Acquisition. It also includes 4,135,169 shares of Class A common stock and 459,463 shares of Class L common stock issued pursuant to the 2006 Executive Incentive Plan.
(2)
The number of securities remaining available for future issuance under either the 2006 Executive Incentive Plan or the 2006 Management Incentive Plan is an aggregate of 879,357
shares of Class A common stock and 97,706 shares of Class L common stock.
Next Section
Previous Section