The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment withwhich specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Sectionsection 8(a), may determinedetermine.

The information in this preliminary prospectus is not complete and may be changed. The securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor doesthese securities and it seekis not soliciting an offer to buy these securities in any jurisdictionstate where the offer or sale is not permitted.

Subject to Completion, dated March 14, 2008December 3, 2014

PROSPECTUS

$175,000,000

THE PROVIDENCE SERVICE CORPORATION

CommonRights to Purchase up to

655,000 Shares of 5.5%/8.5% Series A Convertible Preferred Stock at

$100.00 per Share

From timeWe are distributing at no charge to time, we may offer and sell sharesholders of our common stock in amounts, at prices and on terms described in one or more supplementsnon-transferable subscription rights to this prospectus.purchase up to an aggregate of 655,000 shares of 5.5%/8.5% Series A Convertible Preferred Stock, par value $0.001 per share. The aggregate public offering priceshares of convertible preferred stock will be convertible into shares of common stock at a conversion price of $39.88 per share, subject to adjustment upon the occurrence of certain events.

You will receive [            ] subscription rights for each share of common stock owned at 5:00 p.m., New York City time, on [                    ], 2014, subject to adjustments to eliminate fractional rights. The proceeds from this rights offering will be used for the repayment of a 14.0% subordinated unsecured note that we issued to certain affiliates of our largest beneficial stockholder, Coliseum Capital Management, LLC (“Coliseum”), in order to finance, in part, the acquisition of CCHN Group Holdings, Inc. on October 23, 2014. We expect the total purchase price of convertible preferred stock in this rights offering to be $65,500,000, assuming full participation.

Each whole subscription right will entitle holders of our common stock on the record date, to purchase one share of convertible preferred stock at a subscription price of $100.00 per share. The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on [                    ], 2014, unless extended.

If any subscription rights remain unexercised after the expiration of the rights offering, certain affiliates (the “Standby Purchasers”) of our largest beneficial stockholder, Coliseum, have agreed to purchase, at the subscription price, in a private transaction separate from the rights offering, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights. Christopher Shackelton, who serves on our board of directors, is also a Managing Partner at Coliseum. In exchange for their commitment to purchase any and all unsubscribed shares of convertible preferred stock following the expiration of the rights offering, we paid the Standby Purchasers an aggregate fee of $2,947,500 on October 23, 2014. In addition, the Standby Purchasers have the additional right, exercisable within 30 days following the completion of the rights offering, to purchase an additional 150,000 shares of convertible preferred stock at a price per share equal to 105% of the subscription price (which is equal to $105 per share). Coliseum and certain of the Standby Purchasers are current stockholders, and Coliseum has informed us that it and its applicable affiliates will exercise their subscription rights, but has made no formal binding commitment to do so. In light of the Standby Purchasers’ commitment we anticipate we will receive $65,500,000 in proceeds (before expenses) from the offering and assuming the Standby Purchasers exercise their right to purchase additional shares of convertible preferred stock, we anticipate that we will receive a total of $81,250,000 in proceeds (before expenses) from the offering and the option exercise.

We may pay noncumulative cash dividends on each share of convertible preferred stock at a rate of five and one-half percent (5.5%) per annum on the liquidation preference (as defined herein) then in effect (a “cash dividend”). In the event we do not declare and pay a cash dividend, the liquidation preference on the convertible preferred stock will be increased to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then applicable liquidation preference multiplied by eight and one-half percent (8.5%) per annum (a “PIK dividend”). Cash dividends will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the first calendar day of the first January, April, July or October following the date of original issuance of the convertible preferred stock, and, if declared, will begin to accrue on the first day of the applicable dividend period. If applicable, the PIK dividend will begin to accrue and be cumulative on the same schedule as set forth above for cash dividends and will also be compounded on each applicable subsequent dividend date.

You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering. Unless our board of directors cancels or terminates the rights offering, all exercises of subscription rights are irrevocable. Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold or transferred.

We may cancel or terminate the rights offering at any time prior to its expiration upon determination of our board of directors. If we cancel or terminate this offering, we will return your subscription price, but without any payment of interest.

The shares of convertible preferred stock and shares of common stock issuable upon conversion of the convertible preferred stock are being offered directly by us without the services of an underwriter or selling agent.

Shares of our common stock are traded on the The Nasdaq Stock Market (“Nasdaq”) under the symbol “PRSC.” The shares of common stock issuable upon the conversion of the convertible preferred stock will also be listed on Nasdaq under the same symbol. We will not list the subscription rights or the convertible preferred stock on Nasdaq or on any other exchange or market.

Exercising the rights and investing in our shares of convertible preferred stock and our common stock involves risks. We urge you to carefully read the section entitled “Risk Factors” beginning on page 19 of this prospectus, will not exceed $175 million.

This prospectus provides you with a general description of the shares that we may offersection entitled “Risk Factors” in oneour Annual Report on Form 10-K for the year ended December 31, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014, and all other information included or more offerings. Each time we offer shares, we will provide a supplement to this prospectus that will contain more specific information about the terms of that offering. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus.

You should read both this prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in this prospectus and/or the applicable prospectus supplement,in its entirety before you makedecide whether to exercise your investment decision.

Our common stock is traded on the NASDAQ Global Select Market under the trading symbol “PRSC.” On March 12, 2008, the last reported sale price of our common stock on the NASDAQ Global Select Market was $25.76 per share.rights.

Investing in our common stock involves risks. See the “Risk Factors” section on page 2 of this prospectus and the risks and uncertainties described under the heading “Risk Factors” contained in any applicable prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus.

This prospectus may not be used to sell any of our common stock unless accompanied by a prospectus supplement.

The common stock offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or through one ore more underwriters or dealers or in other manners as set forth under the heading “Plan of Distribution.” In addition, each time we offer shares, the supplement to this prospectus applicable to such offering will provide the specific terms of the plan of distribution for such offering and the net proceeds that we expect to receive from such offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 2008.

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-i-

ABOUT THIS PROSPECTUS

The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, any prospectus supplement or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information. Wesecurities are not making an offer of any securitiesbeing offered in any jurisdiction where the offer is not permitted, and this document may only be used where it is legal to sell the common stock described herein. You should not assume that the information inpermitted.

The date of this prospectus any prospectus supplementis                     .

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Unless otherwise stated or any document incorporated by reference is accurate as of any date other than the date of the document in which such information is contained or such other date referred to in such document, regardless of the time of any sale or issuance of the common stock.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, to register an indeterminable number of shares of common stock as may from time to time be offered for sale at indeterminate prices (up to an aggregate maximum offering price for all such shares of $175 million), using a “shelf” registration process. By using a shelf registration statement, we may offer and sell from time to time in one or more offerings the common stock described in this prospectus.

This prospectus provides you with some of the general terms that may apply to an offering of our common stock. Each time we sell or issue shares of common stock we will provide a prospectus supplement that will contain specific information aboutcontext otherwise requires, the terms of that specific offering, including the number and price per share of the shares to be offered and sold in that offering and the specific manner in which such shares may be offered. The prospectus supplement may also add to, update or change any of the information contained in this prospectus. If there is an inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information in the prospectus supplement.

You should read carefully both this prospectus and the applicable prospectus supplement, together with the additional information incorporated by reference herein as described under the heading “Information Incorporated by Reference,” before making an investment decision.

The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about us and the common stock offered under this prospectus. That registration statement can be read at the SEC web site (www.sec.gov) or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

References in this prospectus to “Providence,” “we,” “us”“us,” and “our” refer to The Providence Service Corporation a Delaware corporation, and its consolidated entities, unlesssubsidiaries.

You should rely only on the context otherwise requires.information included or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the rights. Our business, financial condition, results of operations and prospects may have changed since that date.

ABOUTQUESTIONS AND ANSWERS RELATING TO THE PROVIDENCE SERVICE CORPORATIONRIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the rights offering. The answers are based on selected information from this prospectus and the documents incorporated by reference in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference in this prospectus contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, the shares of convertible preferred stock and the shares of common stock issuable upon conversion of the convertible preferred stock, and our business.

Exercising the rights and investing in our shares of convertible preferred stock and common stock involves risks. We urge you to carefully read the section entitled “Risk Factors” beginning on page 19 of this prospectus and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014, and all other information included or incorporated in this prospectus by reference in its entirety before you decide whether to exercise your rights.

Why are we conducting the rights offering?

On October 23, 2014, we acquired CCHN Group Holdings, Inc., the parent company of Community Care Health Network, Inc. (d/b/a Matrix Medical Network) (the “Matrix Acquisition”), pursuant to an Agreement and Plan of Merger, dated as of September 17, 2014 (the “Merger Agreement”).

Pursuant to the Merger Agreement, we paid at closing a purchase price comprised of a $360.0 million cash payment (before working capital adjustment) and the issuance of 946,723 shares of our common stock (with an aggregate value of $40.0 million, based on the closing price of our common stock on Nasdaq on September 17, 2014). The cash required to complete the Matrix Acquisition and fund certain related expenses was derived from (1) the cash proceeds from a new $250.0 million term loan, (2) the cash proceeds from approximately $23.4 million of borrowings under Providence’s existing revolving credit facility, (3) approximately $48.0 million of cash on hand and (4) the cash proceeds from the issuance of a 14.0% unsecured subordinated note in aggregate principal amount of $65.5 million (the “Note”) to certain affiliates of our largest stockholder, Coliseum. Christopher Shackelton, who serves on Providence’s board of directors, is also a Managing Partner at Coliseum.

The net proceeds of this rights offering, along with the Standby Purchasers’ commitment to purchase, at the subscription price, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights, will be used to pay off the Note.

In authorizing the issuance of the Note and this rights offering, our board of directors evaluated the financing structure of the Matrix Acquisition, and determined this structure was more favorable to the Company than other alternatives. The benefits included a lower cost of capital, lower interest burden and a higher level of financial flexibility moving forward. Our board of directors also considered:

What are we distributing in this rights offering?

We are distributing to holders of our common stock as of 5:00 p.m. New York City time on [                    ], 2014, which we refer to as the “record date,” at no charge, subscription rights to purchase up to an aggregate of 655,000 shares of convertible preferred stock. You will receive [                    ] subscription rights for each share of common stock you owned at 5:00 p.m. New York City time on the record date, subject to adjustments to eliminate fractional rights. The subscription rights will be evidenced by rights certificates.

What is a subscription right?

Each whole right gives our stockholders the opportunity to purchase one share of convertible preferred stock at the subscription price of $100.00 per share. The shares of convertible preferred stock will initially be convertible into shares of common stock at a conversion price of $39.88 per share, which was the closing price of our common stock on the trading day before the completion of the Matrix Acquisition.

How many shares of convertible preferred stock may I purchase if I exercise my subscription rights?

We are granting to you, as a stockholder of record on the record date, [                    ] subscription rights for each share of our common stock you owned at that time. We determined the ratio of rights you will receive per share by dividing $65,500,000 by the subscription price of $100.00 to determine the maximum number of shares of convertible preferred stock to be issued in the rights offering, which is equal to 655,000 shares, and then dividing that number by the number of shares of common stock outstanding on the record date. For example, if you owned 1,000 shares of our common stock on the record date, you were granted [                    ] rights for each share of our common stock you owned at that time, and you would now have the right to purchase [                    ] shares of convertible preferred stock at a price of $100.00 per share, after rounding to eliminate fractional rights. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights.

If you hold your shares in the name of a broker, dealer, or other nominee who uses the services of the Depository Trust Company, or “DTC,” then DTC will issue [                    ] rights to the nominee for each share of our common stock you own on the record date, subject to adjustments to eliminate fractional rights. Each whole right can then be used to purchase one share of convertible preferred stock at the subscription price of $100.00 per share. As in the example above, if you owned 1,000 shares of our common stock on the record date, you have the right to purchase [                    ] shares of convertible preferred stock at a price of $100.00 per share, after rounding to eliminate fractional rights.

We will not issue fractional subscription rights or cash in lieu of fractional rights. Fractional subscription rights will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that we offer 655,000 shares of convertible preferred stock in the rights offering. In the event that, because of the rounding of fractional subscription rights, the rights offering would have been subscribed in an amount in excess of 655,000 shares of convertible preferred stock, all holders’ subscription rights will be reduced in an equitable manner. Any excess subscription funds will be returned, without interest or deduction.

What is the role of the Standby Purchasers in this offering?

In connection with the Matrix Acquisition and the anticipated rights offering, on October 23, 2014, we entered into a standby purchase agreement (the “Standby Purchase Agreement”) with the Standby Purchasers, pursuant to which they have agreed to purchase, at the subscription price, in a private transaction separate from the rights offering, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights. Christopher Shackelton, who serves on our board of directors, is also a Managing Partner at Coliseum. Coliseum and certain of the Standby Purchasers are current stockholders, and Coliseum has informed us that it and its applicable affiliates will exercise their subscription rights, but has made no formal binding commitment to do so.

Are the Standby Purchasers receiving any compensation for their standby commitment?

Yes. As consideration for entering into the Standby Purchase Agreement, on October 23, 2014, we paid the Standby Purchasers a fee of $2,947,500. In addition, the Standby Purchasers will have the additional right, exercisable within 30 days following the completion of the rights offering, to purchase an additional 150,000 shares of convertible preferred stock at a price per share equal to 105% of the subscription price.

How does the convertible preferred stock vote?

Holders of shares of convertible preferred stock will be entitled to vote with the holders of shares of our common stock (and any other class or series that may similarly be entitled to vote with the holders of common stock) and not as a separate class, at any annual or special meeting of stockholders, and may act by written consent in the same manner as the holders of common stock, on an as-converted basis.

In addition, the separate vote of holders of convertible preferred stock will be required in certain circumstances. See “Description of Capital Stock—Series A Convertible Preferred Stock—Voting.”

How many shares of common stock will I receive if I convert my shares of convertible preferred stock?

Each share of preferred stock will initially be convertible into approximately 2.5075226 shares of common stock, which is equivalent to the initial liquidation preference of $100.00 (which is subject to adjustment as described herein) divided by the initial conversion price of $39.88 per share (which is subject to adjustment upon the occurrence of certain events). If, upon conversion of the convertible preferred stock, a holder would be entitled to receive a fractional interest in a share of our common stock, we will, upon conversion, pay in lieu of such fractional interest, cash in an amount determined under the terms of the convertible preferred stock.

Are there any restrictions on my ability to vote my shares of convertible preferred stock?

No, there are no restrictions on your ability to vote your shares of convertible preferred stock. However, as discussed below, unless and until the stockholder approval is obtained, there are restrictions on the ability of the Standby Purchasers and their respective affiliates (including Coliseum) to vote their shares of convertible preferred stock.

Are there any restrictions on my ability to convert my shares of convertible preferred stock into common stock?

Yes. Prior to the stockholder meeting to seek the stockholder approval discussed below, none of the outstanding shares of convertible preferred stock will be allowed to convert into shares of our common stock. After such stockholder meeting, you will be able to freely convert your shares of convertible preferred stock into common stock. However, as discussed below, if stockholder approval is not obtained, there will continue to be certain restrictions on the ability of the Standby Purchasers and their respective affiliates (including Coliseum) to convert their shares of convertible preferred stock.

What stockholder approval will we be seeking with respect to the shares of convertible preferred stock?

Nasdaq’s rules require stockholder approval in instances where the issuance of capital stock of the Company causes a change of control (as defined under Nasdaq’s rules), which generally is deemed to occur when a stockholder’s holding of the outstanding voting stock of a company increases to more than 20%. The issuance of the convertible preferred stock to Coliseum and its affiliates pursuant to this rights offering and the Standby Purchase Agreement may result in a change of control under Nasdaq’s rules. In order to avoid such change of control, until we obtain stockholder approval there will be restrictions on how and when the Standby Purchasers and their respective affiliates (including Coliseum) may vote and convert their shares of convertible preferred stock.

In particular, without stockholder approval, the convertible preferred stock beneficially owned by the Standby Purchasers and their respective affiliates (including Coliseum) may only be voted to the extent that the aggregate voting power of all of our voting stock that is beneficially owned by the Standby Purchasers and their respective affiliates (including Coliseum) does not exceed 19.99% of the aggregate voting power of all of our voting stock outstanding on the applicable record date for determining stockholders who may vote with respect to any proposal. Similarly, without stockholder approval, the convertible preferred stock beneficially owned by the Standby Purchasers and their respective affiliates (including Coliseum) may not be converted to the extent that after giving effect to such conversion, the Standby Purchasers and their respective affiliates (including Coliseum) would beneficially own, in the aggregate, in excess of 19.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

When will we seek the necessary stockholder approval to allow the Standby Purchasers and their respective affiliates (including Coliseum) to vote and convert their shares of convertible preferred stock without the restrictions discussed above?

We expect that we will seek the necessary stockholder approval to allow the Standby Purchasers and their respective affiliates (including Coliseum) to vote and convert their shares of convertible preferred stock without the restrictions discussed above at our next annual meeting of stockholders to be held in 2015.

What if we obtain the necessary stockholder approval to allow the Standby Purchasers and their respective affiliates (including Coliseum) to vote and convert their shares of convertible preferred stock without the restrictions discussed above?

If we obtain the necessary stockholder approval, then the Standby Purchasers and their respective affiliates (including Coliseum) will be able to vote and convert their shares of convertible preferred stock without the restrictions discussed above.

What if we do not obtain the necessary stockholder approval to allow the Standby Purchasers and their respective affiliates (including Coliseum) to vote and convert their shares of convertible preferred stock without the restrictions discussed above?

If we do not obtain the necessary stockholder approval, then all of the restrictions described above relating to the Standby Purchasers’ and their respective affiliates’ (including Coliseum’s) ability to vote and convert their shares of convertible preferred stock will continue and will apply to the Series A-1 convertible preferred stock described below, subject to certain exceptions. In addition, if stockholder approval is not obtained by [                    ], 2015, the shares of convertible preferred stock beneficially owned by the Standby Purchasers and their respective affiliates (including Coliseum) that were acquired by them initially and directly (i) in the rights offering pursuant to the exercise of the relevant subscription rights, if any, (ii) pursuant to their respective obligations under the Standby Purchase Agreement to purchase unsubscribed shares, and (iii) if exercised, pursuant to the option to purchase an additional 150,000 shares of convertible preferred stock at a price per share equal to 105% of the subscription price, will be exchanged automatically for shares of newly created Series A-1 convertible preferred stock, which will be identical to the convertible preferred stock we are offering in the rights offering, except that the Series A-1 convertible preferred stock will pay cash dividends at a rate of ten and one-half percent (10.5%) per annum and PIK dividends at a rate of thirteen and one-half percent (13.5%) per annum. The foregoing exchange of convertible preferred stock for Series A-1 convertible preferred stock will be completed pursuant to an exchange agreement to be entered into between the Standby Purchasers and the Company upon the closing of the rights offering.

Will I receive dividends on shares of convertible preferred stock, and when will I receive them?

Yes. We may pay a noncumulative cash dividend on each share of convertible preferred stock, when, as and if declared by our board of directors and permitted by the Delaware General Corporate Law (the “DGCL”), out of any funds that are legally available therefor, at the rate of five and one-half percent (5.5%) per annum on the

liquidation preference then in effect. Following the issue date of the convertible preferred stock, on or before the third (3rd) business day immediately preceding each fiscal quarter of the Company, we will determine our intention whether or not to pay a cash dividend with respect to that ensuing quarter and will give notice of our intention to each holder of convertible preferred stock as soon as practicable thereafter.

In the event we do not declare and pay a cash dividend, the liquidation preference will be increased to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then applicable liquidation preference multiplied by eight and one-half percent (8.5%) per annum, computed on the basis of a 365-day year and the actual number of days elapsed from the start of the applicable dividend period to the applicable date of determination.

Cash dividends will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the first calendar day of the first January, April, July or October following the date of original issuance of the convertible preferred stock, and, if declared, will begin to accrue on the first day of the applicable dividend period. PIK dividends, if applicable, will accrue and be cumulative on the same schedule as set forth above for cash dividends and will also be compounded at the applicable annual rate on each applicable subsequent dividend date. PIK dividends are paid upon the occurrence of a liquidation event, conversion or redemption in accordance with the terms of the convertible preferred stock.

If I convert my shares of convertible preferred stock, will I receive any payment for declared and unpaid dividends on the shares of convertible preferred stock?

Except as set forth below, you will not receive a payment for declared and unpaid dividends. All declared and unpaid dividends, if any, will be included in the liquidation preference for purposes of calculating the conversion rate applicable to the conversion of shares of convertible preferred stock into shares of our common stock. Upon conversion, a holder of convertible preferred stock will be entitled to a number of shares of common stock equal to the product obtained by multiplying the conversion rate then in effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of any fractional shares.

The conversion rate in effect at any applicable time for conversion of each share of convertible preferred stock into common stock will be the quotient obtained by dividing the liquidation preference then in effect (which will include any cash dividends that the Company has notified holders that it intends to pay but has not yet declared and any cash dividends that have been declared but remain unpaid, calculated at the PIK dividend rate) by the conversion price then in effect. The conversion price for the convertible preferred stock will initially be $39.88 and is subject to adjustment from time to time upon the occurrence of certain events, including in the event of a stock split, a reverse stock split, or a dividend of common stock to our common stockholders, in each case as more fully described in the certificate of designations for the convertible preferred stock.

Can I convert my shares of convertible preferred stock in connection with a change of control?

Yes. At the written election by holders of a majority in voting power of the outstanding shares of convertible preferred stock and the Series A-1 convertible preferred stock, taken together and voting as a separate class (but not as separate series), upon the occurrence of a change of control that would, subject to certain exceptions, result in any person (other than the Standby Purchasers or any of their respective affiliates or a person acting as a group with the Standby Purchasers or any of their respective affiliates) beneficially owning, directly or indirectly shares of the Company’s capital stock entitling such person to exercise 50% or more of the total voting power of all classes of voting stock of the Company (but solely in connection with a transaction that is a third party tender offer that is publicly disclosed and approved (or recommended to the stockholders of the Company)), all outstanding shares of convertible preferred stock automatically will be converted into a number of shares of common stock equal to the product obtained by multiplying the conversion rate then in effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of fractional shares. Prior to the conversion of shares of convertible preferred stock in the event of a change of control as described in the preceding sentence, the Board will declare and the Company will pay a special cash dividend on each share of convertible preferred stock and Series A-1 convertible preferred stock in the amount of the liquidation preference per share then in effect with respect to each such series of preferred stock.

Can I elect to redeem the convertible preferred stock?

Yes, but only in the event of certain change of control events.

Upon the occurrence of a change of control (other than a change of control that would constitute a Deemed Liquidation Event (as defined below) (unless waived) or the type of change of control described in the immediately preceding question) and subject to applicable law, each holder of shares of convertible preferred stock that remain outstanding thereafter, if any, shall have the right to require us to redeem, in full, out of funds legally available therefor, by irrevocable written notice to us, all of such holder’s shares of convertible preferred stock at a redemption price per share equal to the liquidation preference then in effect per share of convertible preferred stock.

Can the Company redeem the convertible preferred stock?

Yes. From and after the tenth anniversary of the original issuance of the convertible preferred stock, we may redeem the outstanding convertible preferred stock, in whole or in part, at a price per share equal to the liquidation preference then in effect per share of convertible preferred stock.

What is the maturity of the preferred stock and does the Company have the option to convert the convertible preferred stock?

The convertible preferred stock is perpetual, and therefore does not have a maturity date. However, if, at any time following the third anniversary date of the issue date, the volume weighted average price of our common stock equals or exceeds two times the conversion price of the convertible preferred stock for a period of 30 consecutive trading days, we may, at our option, require that any or all of the then outstanding shares of convertible preferred stock be converted automatically into shares of common stock. We may not, however, elect to exercise this option at any time during the period commencing on the date that we have made a public announcement that we have entered into a definitive agreement with respect to a transaction constituting a Deemed Liquidation Event and ending on the date that is the first to occur of (i) the consummation of such transaction and (ii) the date that we have made a public announcement that any such definitive agreement has been terminated.

How were the subscription price of $100.00 per share of convertible preferred stock and the terms of the convertible preferred stock, including the conversion price, determined?

A committee of independent directors of our board of directors, which excluded Christopher Shackelton, determined that the subscription price for the shares of convertible preferred stock and the terms of the convertible preferred stock, including the conversion price, should be designed to provide an incentive to our current stockholders to exercise their rights. Factors considered in setting the subscription price, the conversion price and managethe terms of the convertible preferred stock included general conditions in the securities markets, alternatives available to us for raising equity capital, the trading price of our common stock when we completed the Matrix Acquisition, and the amount of proceeds desired. The subscription price for shares of convertible preferred stock is $100.00 per share and the initial conversion price is $39.88 per share, which was the closing price of our common stock on Nasdaq on October 22, 2014, the day prior to the closing of the Matrix Acquisition.

The subscription price and the conversion price do not necessarily bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities. We did not seek or obtain any opinion of financial advisors or investment bankers in establishing the subscription price or the conversion price. You should not consider the subscription price or the conversion price to be an indication of the fair value of the convertible preferred stock or the common stock issuable upon conversion of the convertible preferred stock.

Our shares of convertible preferred stock and common stock may trade at prices above or below the subscription price and conversion price, respectively.

How many shares of convertible preferred stock will the Standby Purchasers and their respective affiliates (including Coliseum) own after the rights offering?

The number of shares of convertible preferred stock that will be purchased by Coliseum and the Standby Purchasers can only be determined upon the completion of the rights offering and the expiration of the Standby Purchasers’ option to purchase an additional 150,000 shares of convertible preferred stock following the completion of the rights offering.

Coliseum and certain of the Standby Purchasers are current stockholders, and Coliseum has informed us that it and its affiliates will exercise their subscription rights in the rights offering, but has made no formal binding commitment to do so. If Coliseum and its applicable affiliates exercise their subscription rights in the rights offering, they will collectively purchase [            ] shares of convertible preferred stock in the rights offering.

The Standby Purchasers will also purchase all shares of convertible preferred stock that could have been but were not subscribed for in the rights offering. If the rights offering is fully subscribed by stockholders through the exercise in full of their subscription rights, the Standby Purchasers will not purchase any additional shares of convertible preferred stock pursuant to the Standby Purchase Agreement. If, on the other hand, no stockholders (including Coliseum and its affiliates) were to purchase any shares of convertible preferred stock pursuant through the exercise of their subscription rights, all of the shares offered pursuant to the Rights Offering would be issued and sold to the Standby Purchasers. In that event, 655,000 shares of convertible preferred stock would be issued to the Standby Purchasers.

If the Standby Purchasers exercise their option in full to purchase an additional 150,000 shares of convertible preferred stock at a price per share equal to 105% of the subscription price, then an additional 150,000 shares of convertible preferred stock would be issued to the Standby Purchasers for an aggregate purchase price of $15.75 million.

Therefore, if no stockholders (including Coliseum and its affiliates) were to purchase any shares of convertible preferred stock pursuant through the exercise of their subscription rights, and the Standby Purchasers fully exercise their option described above, then they would hold collectively 805,000 shares of convertible preferred stock, which, on an as-converted basis, would represent [    ]% of our outstanding common stock following the completion of the rights offerings and the exercise of the option not taking into account any restrictions on the Standby Purchasers’ rights to exercise the Convertible Preferred Stock.

Am I required to exercise any or all of the rights I receive in the rights offering?

No. You may exercise any number of your whole rights, or you may choose not to exercise any rights. If you do not exercise any rights, or you exercise your rights but do not convert your shares of convertible preferred stock into shares of common stock, the number of shares of our common stock you own will not change. However, your percentage ownership interest in our company will be diluted to the extent that participating stockholders convert their shares of convertible preferred stock into shares of common stock or to the extent that we were to pay dividends on the convertible preferred stock in shares of common stock. Your percentage ownership interest in our company will also be diluted to the extent that you convert convertible preferred stock into common stock and we elect to pay dividends on the convertible preferred stock by increasing the liquidation preference of the convertible preferred stock.

How soon must I act to exercise my rights?

The rights may be exercised beginning on the date of this prospectus through the expiration date, which is [                    ], 2014, at 5:00 p.m., New York City time, unless extended by us. Please note that if you hold your shares in the name of a broker, dealer, or other nominee who uses the services of DTC, you must exercise your

subscription rights before 2:15 p.m., New York City time, on the expiration date. If you elect to exercise any rights, the subscription agent must actually receive all required documents and payments from you or your broker or nominee at or before the expiration date. Although we have the option of extending the expiration date of the subscription period, we currently do not intend to do so.

When will I receive my subscription rights certificate?

Promptly after the date of this prospectus, the subscription agent will send a subscription rights certificate to each registered holder of our common stock as of 5:00 p.m., New York City time, on the record date, based on our stockholder registry maintained at the transfer agent for our common stock. If you hold your shares of common stock through a brokerage account, bank or other nominee, you will not receive an actual subscription rights certificate. Instead, as described in this prospectus, you must instruct your broker, bank or nominee whether or not to exercise rights on your behalf. If you wish to obtain a separate subscription rights certificate, you should promptly contact your broker, bank or other nominee and request a separate subscription rights certificate. It is not necessary to have a physical subscription rights certificate to elect to exercise your rights.

May I transfer my rights?

No. Should you choose not to exercise your subscription rights, you may not sell, give away or otherwise transfer your subscription rights. If you sell or otherwise transfer your common stock, your subscription rights will not transfer with your common stock. Subscription rights will, however, be transferable by operation of law (for example, upon the death of the recipient).

Are we requiring a minimum subscription to complete the rights offering?

No.

Can the board of directors cancel, terminate, amend or extend the rights offering?

Yes. Our board of directors may decide to cancel or terminate the rights offering at any time before the expiration of the rights offering and for any reason. If our board of directors cancels or terminates the rights offering, we will issue a press release notifying stockholders of the cancellation or termination, and any money received from subscribing stockholders will be promptly returned, without interest or deduction.

We may amend the terms of the rights offering or extend the subscription period of the rights offering. Our board of directors may extend the period for exercising your subscription rights, although it does not presently intend to do so.

Has our board of directors made a recommendation to our stockholders regarding the exercise of rights in the rights offering?

No. Our board of directors has not, and will not, make any recommendation to stockholders regarding the exercise of rights in the rights offering. You should make an independent investment decision about whether or not to exercise your rights. Stockholders who exercise rights risk investment loss on new money invested. There is currently no market for the convertible preferred stock. We will not list the subscription rights or the convertible preferred stock on Nasdaq or on any other exchange or market. As a result, we cannot provide you with any assurance about the price at which you will be able to sell the convertible preferred stock, or about whether you will be able to sell the convertible preferred stock at all, and you might be unable to sell your convertible preferred stock at a price equal to, or higher than, the subscription price, if at all.

If you do not exercise your rights, you will lose any value represented by your rights and your percentage ownership interest in our company will be diluted to the extent that participating stockholders convert their shares of convertible preferred stock into shares of common stock. Your percentage ownership interest in our

company may also be diluted to the extent that we do not declare and pay a cash dividend and instead increase the liquidation preference by the PIK dividend. If you convert your convertible preferred stock, you may be unable to sell the shares of common stock issuable upon such conversion at a price equal to or greater than the conversion price. For more information on the risks of participating in the rights offering, see the section of this prospectus entitled “Risk Factors”.

How do I exercise my rights? What forms and payment are required to purchase the shares of convertible preferred stock?

If you wish to participate in the rights offering, you must take the following steps, unless your shares are held by a broker, dealer or other nominee:

If you send a payment that is insufficient to purchase the number of shares of convertible preferred stock you requested, or if the number of shares of convertible preferred stock you requested is not specified in the forms, the payment received will be applied to exercise your subscription right to the extent possible. If the payment exceeds the subscription price for the full exercise of the subscription rights (to the extent specified by you), the excess will be refunded. You will not receive interest on any payments refunded to you under the rights offering.

What should I do if I want to participate in the rights offering, but my shares are held in the name of my broker, dealer, or other nominee?

If you hold your shares of our common stock in the name of a broker, dealer or other nominee, then your broker, dealer or other nominee is the record holder of the shares you own. The record holder must exercise the rights on your behalf for the shares of convertible preferred stock you wish to purchase.

If you wish to participate in the rights offering and purchase shares of convertible preferred stock, please promptly contact the record holder of your shares. We will ask your broker, dealer, or other nominee to notify you of the rights offering. You should complete and return to your record holder the form entitled “Beneficial Owner Election Form.” You should receive this form from your record holder with the other rights offering materials. Please note that if you hold your shares in the name of a broker, dealer, or other nominee who uses the services of DTC, you must exercise your subscription rights before 2:15 p.m., New York City time, on the expiration date.

When will I receive my shares of convertible preferred stock?

If you purchase shares of convertible preferred stock in the rights offering, you or DTC on your behalf, as the case may be, will receive Direct Registration System book-entry statements representing the shares of convertible preferred stock that you have purchased promptly after the closing of the rights offering, and after all adjustments have been completed.

After I send in my payment and rights certificate, may I change or cancel my exercise of rights?

No. Unless our board of directors cancels or terminates the rights offering, all exercises of rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your rights. You should not exercise your rights unless you are certain that you wish to purchase shares of convertible preferred stock at a price of $100.00 per share.

How much money will we receive from the rights offering?

While the rights offering has no minimum purchase requirement, the Standby Purchasers have agreed to purchase, substantially simultaneously with the completion of the rights offering, in the aggregate, all of the available convertible preferred stock not otherwise sold in the rights offering following the exercise of the subscription rights of holders of our common stock. As such, we will receive proceeds of $65,500,000, before deducting estimated offering expenses of $643,112. See the section of this prospectus entitled “Use of Proceeds.”

Are there risks in exercising my subscription rights?

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights means buying shares of our convertible preferred stock, and should be considered as carefully as you would consider any other equity investment. You should carefully read the section entitled “Risk Factors” beginning on page 19 of this prospectus and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014, and all other information included or incorporated in this prospectus by reference in its entirety before you decide whether to exercise your rights.

How many shares of convertible preferred and common stock will be outstanding immediately after the rights offering?

As of [                    ], 2014, we had [            ] shares of common stock issued and outstanding. Assuming that the rights offering is completed or the rights offering is completed and the Standby Purchasers fulfill their commitment under the Standby Purchase Agreement, 655,000 shares of convertible preferred stock will be outstanding. Based upon the maximum of 1,642,427 shares of common stock that may be issued pursuant to the conversion of the convertible preferred stock at the initial conversion price of $39.88, we would have [            ] shares of common stock outstanding immediately after the closing of the rights offering, assuming the full conversion of the convertible preferred shares and excluding any shares that may be issued pursuant to the exercise of stock options.

If the rights offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, we will promptly instruct the subscription agent to return your payment in full. If you own shares in “street name,” it may take longer for you to receive payment because the subscription agent will send payments through the record holder of your shares. Any funds returned will be returned without interest or deduction.

Will the subscription rights or the convertible preferred stock be listed on a stock exchange?

Neither the rights themselves nor the convertible preferred stock will be listed on Nasdaq or any other stock exchange or market. Our common stock will continue to trade on Nasdaq under the symbol “PRSC,” and the shares issuable upon the conversion of the convertible preferred stock issued in the rights offering will be eligible for trading on Nasdaq.

May I sell my convertible preferred stock?

Yes. However, the convertible preferred stock will not be listed on Nasdaq or any other stock exchange or market, and we cannot assure you that there will be a market to sell the convertible preferred stock, or as to the price at which you will be able to sell your convertible preferred stock. Since the convertible preferred stock is perpetual and will not mature, you could be required to hold your shares of convertible preferred stock indefinitely if you do not convert your convertible preferred stock into common stock.

Have any stockholders indicated they will exercise their rights?

Coliseum and its affiliates, including certain of the Standby Purchasers who currently hold shares of our common stock, have indicated their intention to exercise all of their rights, but have made no formal binding commitment to do so. As of [                    ], 2014, Coliseum and its affiliates hold [            ] shares of common stock, and therefore will receive subscription rights to purchase approximately [            ] shares of convertible preferred stock as part of this rights offering.

How do I exercise my rights if I live outside the United States?

If you are a rights holder whose address is outside the United States, and if it is not, in our sole judgment, unlawful to do so, the subscription agent will mail rights certificates to you. To exercise your rights, you must notify the subscription agent on or prior to 11:00 a.m., New York City time, [                    ], 2014, which is three business days prior to the initial expiration date for the rights offering, and take all other steps which are necessary to exercise your rights, on or prior to that time. If you do not follow these procedures prior to the expiration of the rights offering, your rights will expire.

This rights offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of convertible preferred stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the rights offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all subscription rights even if we have shares of convertible preferred stock available. We do not anticipate that there will be any changes in the rights offering, and we may, in our sole discretion, decline to make modifications to the terms of the rights offering requested by regulators in states or other jurisdictions, in which case stockholders who live in those states or other jurisdictions will not be eligible to participate in the rights offering.

What fees or charges apply if I purchase shares of convertible preferred stock?

We are not charging any fee or sales commission to issue rights to you or to issue shares of convertible preferred stock to you if you exercise your rights. If you exercise your rights through the record holder of your shares, you are responsible for paying any fees your record holder may charge you.

What are the U.S. federal income tax consequences of receiving or exercising rights?

A distribution of the rights will be a taxable distribution, however because we believe that such rights have a fair market value of zero or a nominal value, you should not have any tax consequences upon receipt of such rights. To the extent that the IRS successfully asserts that the fair market value of the rights is greater than zero, you could recognize taxable income to such extent. For a detailed discussion, see “Certain United States Federal Income Tax Consequences” beginning on page 35. You should consult your tax advisor as to the particular consequences to you of the rights offering.

Receipt. The rights are granted to holders of common stock at no cost to such holders and are non-transferrable. Each right entitles a holder of the right to purchase a share of convertible preferred stock. We intend to treat each holder as receiving a distribution with respect to such holder’s shares of common stock in an amount equal to the fair market value of the rights received by such holder on the date of distribution to the extent of the convertible preferred stock that may be purchased. We have assumed that the fair market value of the rights for U.S. Federal income tax purposes is zero or a nominal value, and based on such value, you should not have any tax consequences upon receipt of the rights. To the extent that the IRS successfully asserts that the fair market value of the rights is greater than zero, you could recognize taxable income to such extent, which would be treated as a taxable dividend to the extent we have current or accumulated earnings and profits (see discussion below in “Dividends”).

Basis and Holding Period of the Rights. If the fair market value of the rights allocable to the convertible preferred stock for U.S. Federal income tax purposes is zero, your basis in such rights will also be zero. To the extent that the IRS successfully asserts that the fair market value of the rights allocable to the convertible preferred stock is greater than zero, you would have a basis in such rights equal to such fair market value. The holding period of the rights begins on the date the holder acquires the right.

Exercise of Rights. A holder will not recognize gain or loss upon the exercise of rights in the rights offering. Upon acquisition of the convertible preferred stock through the exercise of the rights, you will generally have a tax basis in the convertible preferred stock equal to the subscription price paid for the convertible preferred stock increased by the basis, if any, of the rights for the convertible preferred stock, as discussed above. The holding period for the convertible preferred stock acquired through exercise of a right would begin on the date the right is exercised.

Dividends. We may pay dividends with respect to shares of convertible preferred stock acquired upon exercise of the rights, which will generally be taxable as dividend income when received to the extent of our current or accumulated earnings and profits as determined for U.S. Federal income tax purposes. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of a holder’s adjusted tax basis in such shares of convertible preferred stock and thereafter, as gain from the sale of our convertible preferred stock. A corporate Holder of our convertible preferred stock who receives a dividend may be entitled to a dividends received deduction.

To whom should I send my forms and payment?

If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription documents, rights certificate and payment to that record holder in accordance with the instructions you receive from that record holder. If you are the record holder, then you should send your subscription documents, rights certificate and payment by hand delivery, first class mail, or courier service to:

You are solely responsible for completing delivery to the subscription agent of your subscription documents, rights certificate, and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent.

Whom should I contact if I have other questions?

If you have other questions or need assistance, please contact the information agent, Georgeson, Inc., at (877) 255-0134.

For a more complete description of the rights offering, see “The Rights Offering.”

RISK FACTORS

Investing in our securities involves a high degree of risk.risks. You should carefully consider carefully the risk factorsspecific risks described below, the risks described in our periodic reports filedAnnual Report on Form 10-K for the fiscal year ended December 31, 2013, and in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014, which are incorporated herein by reference, and any risk factors set forth in our other filings with the SEC, (includingpursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act of 1934, as amended, before making an investment decision. See the section of this prospectus entitled “Where You Can Find More Information.” Any of the risks uncertainties and assumptions discussed underwe describe below or in the heading “Risk Factors” included in our most recent annual report on Form 10-K, as such may be revised or supplemented prior to the completion of this offering by more recently filed quarterly reports on Form 10-Q, each of which is or upon filing will beinformation incorporated herein by reference), which may be amended, supplementedreference could cause our business, financial condition or superseded from timeoperating results to time by other reports we file with the SEC in the future, and those identified in any applicable prospectus supplement, as well as other information in this prospectus and any applicable prospectus supplement and the documents incorporated by reference herein before purchasing anysuffer. The market price of our securities. Eachcommon stock and convertible preferred stock could decline if one or more of these risk factorsrisks and uncertainties develop into actual events. You could adversely affect our business, operating results and financial condition, as well as adversely affect the valuelose all or part of an investment in our common stock.your investment. Additional risks and uncertainties not presentlycurrently known to us or that we currently deem to be immaterial also may also impairmaterially adversely affect our business, operations.financial condition or operating results. Some of the statements in this section of the prospectus are forward-looking statements. For more information about forward-looking statements, please see “Forward-Looking Statements.”

Risks Related to the Rights Offering

If the rights offering is consummated, your relative ownership interest may experience significant dilution.

To the extent that you do not exercise your rights, your proportionate voting interest will be reduced, and the percentage that your original shares of common stock represent of our expanded equity after exercise of the rights and conversion of the convertible preferred stock will be diluted. Similarly, to the extent that you do not exercise your rights, or if you convert any shares of convertible preferred stock into shares of common stock, your percentage ownership interest in our company will be diluted to the extent that we do not declare and pay a cash dividend on the convertible common stock and instead increase the liquidation preference by the PIK dividend.

Coliseum and certain of the Standby Purchasers are current stockholders, and Coliseum has informed us that it and its affiliates will exercise their subscription rights in the rights offering, but has made no formal binding commitment to do so. If Coliseum and its applicable affiliates exercise their subscription rights in the rights offering, they will collectively purchase [            ] shares of convertible preferred stock in the rights offering.

The Standby Purchasers will also purchase all shares of convertible preferred stock that could have been but were not subscribed for in the rights offering. If the rights offering is fully subscribed by stockholders through the exercise in full of their subscription rights, the Standby Purchasers will not purchase any additional shares of convertible preferred stock pursuant to the Standby Purchase Agreement. If, on the other hand, no stockholders (including Coliseum and its affiliates) were to purchase any shares of convertible preferred stock pursuant through the exercise of their subscription rights, all of the shares offered pursuant to the Rights Offering would be issued and sold to the Standby Purchasers. In that event, 655,000 shares of convertible preferred stock would be issued to the Standby Purchasers.

If the Standby Purchasers exercise their option in full to purchase an additional 150,000 shares of convertible preferred stock at a price per share equal to 105% of the subscription price, then an additional 150,000 shares of convertible preferred stock would be issued to the Standby Purchasers.

Therefore, if no stockholders (including Coliseum and its affiliates) were to purchase any shares of convertible preferred stock through the exercise of their subscription rights, and the Standby Purchasers fully exercise their option described above, then they would hold collectively 805,000 shares of convertible preferred stock, which, on an as-converted basis, would represent [    ]% of our outstanding common stock following the completion of the rights offering and the exercise of the option.

The subscription rights are not transferable, and there is no market for the subscription rights.

You may not sell, give away or otherwise transfer your subscription rights. The subscription rights are only transferable by operation of law. Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value associated with the subscription rights. You must exercise the subscription rights and acquire the shares of convertible preferred stock to realize any value from your subscription rights.

There is currently no market for the convertible preferred stock.

There is currently no market for the convertible preferred stock and we will not list the convertible preferred stock on Nasdaq or on any other exchange or market. As a result, we cannot provide you with any assurance about the price at which you will be able to sell the convertible preferred stock, or about whether you will be able to sell the convertible preferred stock at all, and you might be unable to sell your convertible preferred stock at a price equal to, or higher than, the subscription price, if at all.

Furthermore, since the convertible preferred stock does not have a maturity date and is not redeemable at your option, you may, unless you convert your convertible preferred stock into common stock, be required to hold your convertible preferred stock indefinitely if you are unable to sell your convertible preferred stock on terms acceptable to you.

If you convert your preferred stock into common stock, you may be unable to sell the shares of common stock issuable upon such conversion at a price equal to or greater than the conversion price.

The subscription price and the conversion price determined for the rights offering and the convertible preferred stock is not an indication of the fair value of our common stock.

A committee of independent directors of our board of directors determined that the subscription price for the shares of convertible preferred stock and the terms of the convertible preferred stock, including the conversion price, should be designed to provide an incentive to our current stockholders to exercise their rights. Factors considered in setting the subscription price, the conversion price and the terms of the convertible preferred stock included general conditions in the securities markets, alternatives available to us for raising equity capital, the trading price of our common stock when we completed the Matrix Acquisition, and the amount of proceeds desired. The subscription price for shares of convertible preferred stock is $100.00 per share and the initial conversion price is $39.88 per share, which was the closing price of our common stock on Nasdaq on October 22, 2014, the day prior to the closing of the Matrix Acquisition.

The subscription price and the conversion price do not necessarily bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities. We did not seek or obtain any opinion of financial advisors or investment bankers in establishing the subscription price or the conversion price. You should not consider the subscription price or the conversion price to be an indication of the fair value of the convertible preferred stock or the common stock issuable upon conversion of the convertible preferred stock.

Our shares of convertible preferred stock and common stock may trade at prices above or below the subscription price and conversion price, respectively.

You may not revoke your subscription rights.

Once you exercise your subscription rights, you may not revoke the exercise. The public trading market price of our common stock may decline before you convert your convertible preferred stock. If you exercise your subscription rights and, afterwards, the public trading market price of our common stock decreases below the conversion price, you will be unable to profitably convert your convertible preferred stock. Our common stock is traded on Nasdaq under the symbol “PRSC”.

We may terminate the rights offering and return your subscription payments without interest.

We may in our sole discretion decide not to continue with the rights offering or to terminate the rights offering at any time. This decision could be based on many factors, including market conditions. We currently have no intention to terminate the rights offering, but are reserving the right to do so.

If we elect to cancel or terminate the rights offering, neither we nor the subscription agent will have any obligation with respect to the subscription rights except to return, without interest, any subscription payments the subscription agent received from you.

This offering may cause the price of our common stock to decrease.

The conversion price, together with the number of shares of common stock we propose to issue and ultimately will issue if this offering is completed and all shares of convertible preferred stock are converted, together with any shares of common stock that we may elect to issue as dividends to holders of the convertible preferred stock, may result in an immediate decrease in the market value of our common stock. This decrease may continue after the completion of this offering. If that occurs, you may be unable to profitably convert your convertible preferred stock. Further, if a substantial number of rights are exercised and shares of convertible preferred stock are converted, and if the holders of the common stock received upon conversion of the convertible preferred stock choose to sell some or all of those shares, the resulting sales could depress the market price of our common stock. There is no assurance that following the conversion of the convertible preferred stock received pursuant to the rights offering you will be able to sell your common stock at a price equal to or greater than the conversion price.

If you do not act promptly and follow the subscription instructions, your exercise of subscription rights may be rejected.

Stockholders who desire to purchase shares of convertible preferred stock in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent before [                    ], 2014, the expiration date of the rights offering, unless extended. If you are a beneficial owner of shares of common stock, you must act promptly to ensure that your broker, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent before the expiration date of the rights offering. We will not be responsible if your broker, custodian or nominee fails to ensure that all required forms and payments are actually received by the subscription agent before the expiration date of the rights offering. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor our subscription agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

We have the option to convert automatically any or all of your shares of convertible preferred stock under certain circumstances.

If, at any time following the third anniversary date of the issue date, the volume weighted average price of our common stock equals or exceeds two times the conversion price of the convertible preferred stock for a period of 30 consecutive trading days, we may, at our option, require that any or all of the then outstanding shares of convertible preferred stock be converted automatically into a number shares of common stock equal to the product obtained by multiplying the conversion rate then in effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of any fractional shares. We may not, however, elect to exercise this option at any time during the period commencing on the date that we have made a public announcement that we have entered into a definitive agreement with respect to a transaction constituting a

Deemed Liquidation Event and ending on the date that is the first to occur of (i) the consummation of such transaction and (ii) the date that we have made a public announcement that any such definitive agreement has been terminated.

In addition, from and after the tenth anniversary of the original issuance of the convertible preferred stock, we may redeem the outstanding convertible preferred stock, in whole or in part, at a price per share equal to the liquidation preference then in effect per share of convertible preferred stock.

The receipt of rights may be treated as a taxable dividend to you.

A distribution of the rights will be a taxable distribution, however because we believe that such rights have a fair market value of zero or a nominal value, you should not have any tax consequences upon receipt of such rights. To the extent that the IRS successfully asserts that the fair market value of the rights is greater than zero, you could recognize taxable income to such extent. For a detailed discussion, see “Certain United States Federal Income Tax Consequences” beginning on page 35. You should consult your tax advisor as to the particular consequences to you of the rights offering.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documentsCertain statements contained in or incorporated by reference herein containinto this prospectus, such as any statements that we believe are “forward-looking statements” as that term is used inabout our confidence or strategies or our expectations about revenues, liabilities, results of operations, cash flows, ability to fund operations, profitability, ability to meet financial covenants, contracts or market opportunities, constitute forward-looking statements within the Privatemeaning of section 27A of the Securities Litigation Reform Act of 19951933 and are intended to enjoy protectionsection 21E of the safe harbor for forward-looking statements provided by that Act.Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry. Forward-looking statements include statements regarding our future financial position, performance and achievements, business strategy, and plans and objectives of management for future operations.

In some cases, youYou can identify forward-looking statements by termsthe use of words such as “may,” “should,” “will,” “could,” “estimate,“estimates,” “project,” “predict,“predicts,” “potential,” “continue,” “anticipate,“anticipates,” “believe,“believes,” “plan,“plans,” “seek,“expects,” “expect,“future,” “future” and “intend” or the negative of these terms or other comparable“intends” and similar expressions which are intended to identify forward-looking statements. These

The forward-looking statements are only predictions andcontained herein are not guarantees of our future performance. Theyperformance and are subject to a number of known and unknown risks, uncertainties and other factors somedisclosed in this offering memorandum. Some of whichthese risks, uncertainties and other factors are beyond our control and difficult to predict and could cause our actual results or achievements to differ materially from those expressed, implied or forecasted in or implied by, the forward-looking statements. In evaluating these forward-looking statements, you should carefully consider the risksThe following important factors and uncertainties referred to under the caption “Risk Factors” aboveassumptions could affect our future results and elsewhere in this prospectus, including those described in documents incorporated by reference herein, and those described in any applicable prospectus supplement. Given these uncertainties, you should not place undue reliance on

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these forward-looking statements. In addition, these forward-looking statements reflect our view only as of the date they are made.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasonscould cause actual results couldto differ materially from those anticipatedexpressed in thesesuch forward-looking statements:

The forward-looking statements even if new information becomes availablecontained herein are not guarantees of our future performance and are subject to a number of known and unknown risks, uncertainties and other factors disclosed in our annual report on Form 10-K for the year ended December 31, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014. Some of these risks, uncertainties and other factors are beyond our control and difficult to predict and could cause our actual results or achievements to differ materially from those expressed, implied or forecasted in the future.forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this report. You are cautioned not to place undue reliance on these cautionary statements.forward-looking statements, which speak only as of the date the statement was made. We do not intend to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Except as may be described otherwise in a prospectus supplement, we will add theThe net proceeds to us from the sale of all of the shares of convertible preferred stock in the rights offering is estimated to be $64,856,888, after deducting estimated offering expenses of $643,112. We will use the proceeds of the rights offering, along with the Standby Purchasers’ commitment to purchase, at the subscription price, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights, to repay the 14.0% unsecured subordinated note in aggregate principal amount of $65.5 million that was issued to the Standby Purchasers. We issued the Note to finance, in part, the cash consideration and expenses associated with the Matrix Acquisition.

CAPITALIZATION

The following table describes our capitalization as of September 30, 2014, on (1) an actual basis, (2) on an as adjusted basis after giving effect to the Matrix Acquisition and (3) on an as further adjusted basis to give effect to the sale of all 655,000 shares of convertible preferred stock offered in the rights offering (including, as described above, the application of net proceeds to repay the Note held by affiliates of Coliseum) at a price of $100.00 per share of convertible preferred stock.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE SECURITY DIVIDENDS

The following table sets forth our ratio of earnings to fixed charges and the ratio of our combined fixed charges and preference stock dividends to earnings on a historical basis for the periods indicated. For purposes of this calculation, “earnings” consist of income before income taxes and minority interest plus fixed charges. “Fixed charges” consist of the sum of interest expense and the component of rental expense believed by management to be representative of the interest factor for those amounts. We had no preference stock dividends over the indicated periods, so that the ratio of earnings to combined fixed charges and preference security dividends is the same as the ratio of earnings to fixed charges. Except as set forth below, earnings in each of the periods indicated were adequate to cover fixed charges. The coverage deficiency for each period is specified below, if applicable.

THE RIGHTS OFFERING

The Rights

We are distributing to the record holders of our common stock as of 5:00 p.m., New York City time, on [                    ], 2014, non-transferable subscription rights to purchase shares of convertible preferred stock at a price of $100.00 per share. The shares of convertible preferred stock are part of a series of 5.5%/8.5% convertible preferred stock, series A, with a par value of $0.001 per share. The shares of convertible preferred stock are convertible into shares of common stock at an initial conversion price of $39.88 per share. The subscription rights will entitle the holders of common stock to purchase shares of convertible preferred stock for an aggregate purchase price of $65,500,000. See below for additional information regarding subscription by DTC participants.

You will receive [            ] subscription rights for each share of our common stock that you owned at 5:00 p.m., New York City time, on the record date, subject to adjustments to eliminate fractional rights. Each subscription right will entitle the holder thereof to purchase at the subscription price, on or before the expiration time of the rights offering, one share of convertible preferred stock.

We intend to keep the rights offering open until 5:00 p.m., New York City time, on [                    ], 2014, unless our board of directors, in its sole discretion, extends such time.

Reasons for the Rights Offering

On October 23, 2014, we acquired CCHN Group Holdings, Inc., the parent company of Community Care Health Network, Inc. (d/b/a Matrix Medical Network) (the “Matrix Acquisition”), pursuant to an Agreement and Plan of Merger, dated as of September 17, 2014 (the “Merger Agreement”).

Pursuant to the Merger Agreement, we paid at closing a purchase price comprised of a $360.0 million cash payment and the issuance of 946,723 shares of our common stock (with an aggregate value of $40.0 million, based on the closing price of our common stock on Nasdaq on September 17, 2014). The cash required to complete the Matrix Acquisition and fund certain related expenses was derived from (1) the cash proceeds from a new $250.0 million term loan, (2) the cash proceeds from an approximately $23.4 million draw down from Providence’s existing revolving credit facility, (3) approximately $48.0 million of cash on hand and (4) the cash proceeds from the issuance of a 14.0% unsecured subordinated note in aggregate principal amount of $65.5 million (the “Note”) to the Standby Purchasers who are affiliates of our largest stockholder, Coliseum. Christopher Shackelton, who serves on Providence’s board of directors, is also a Managing Partner of Coliseum.

The net proceeds of this rights offering, along with the Standby Purchasers’ commitment to purchase, at the subscription price, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights, will be used to pay off the Note.

In authorizing the issuance of the Note and this rights offering, our board of directors evaluated the financing structure of the Matrix Acquisition, and determined this structure was more favorable to the Company than other alternatives. The benefits included a lower cost of capital, lower interest burden and a higher level of financial flexibility moving forward. Our board of directors also considered:

Expiration of the Rights Offering and Extensions, Amendments, and Termination

You may exercise your subscription rights at any time before 5:00 p.m., New York City time, on [                    ], 2014, the expiration date of the rights offering, unless extended. We may, in our sole discretion, extend the time for exercising the subscription rights.

We will extend the duration of the rights offering as required by applicable law, and may choose to extend it if we decide that changes in the market price of our common stock warrant an extension or if we decide to give investors more time to exercise their subscription rights in the rights offering. We may extend the expiration date of the rights offering by giving oral or written notice to the subscription agent and information agent on or before the scheduled expiration date. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration date.

We reserve the right, in our sole discretion, to amend or modify the terms of the rights offering.

If you do not exercise your subscription rights before the expiration date of the rights offering, your unexercised subscription rights will be null and void and will have no value. We will not be obligated to honor your exercise of subscription rights if the subscription agent receives the documents relating to your exercise after the rights offering expires, regardless of when you transmitted the documents.

Subscription rights

The subscription right of each whole right entitles you to purchase one share of convertible preferred stock at the subscription price of $100.00 per share of convertible preferred stock. You will receive [            ] subscription rights for each share of our common stock you owned at 5:00 p.m., New York City time, on the record date. You are not required to exercise all of your subscription rights. We will deliver to the holders of record who purchase shares of convertible preferred stock in the rights offering a Direct Registration System book-entry statement representing the shares of convertible preferred stock that the holder purchased promptly after the expiration date of the rights offering and after all pro rata allocations and adjustments have been completed.

No Fractional Rights

We will not issue fractional subscription rights or cash in lieu of fractional rights. Fractional subscription rights will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that we offer 655,000 shares of convertible preferred stock in the rights offering. In the event that, because of the rounding of fractional subscription rights, the rights offering would have been subscribed in an amount in excess of 655,000 shares of convertible preferred stock, all holders’ subscription rights will be reduced in an equitable manner. Any excess subscription funds will be promptly returned without interest or deduction.

Conditions to the Rights Offering

The rights offering is not conditioned upon stockholder approval of the rights offering. We may cancel or terminate the rights offering, in whole or in part, at any time in our sole discretion. If we cancel or terminate the rights offering, in whole or in part, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned promptly, without interest or deduction. See also “—Cancellation of Rights.”

Method of Subscription—Exercise of Rights

If you are a record holder of shares of our common stock, you may exercise your subscription rights by delivering the following to the subscription agent, at or before 5:00 p.m., New York City time, on [                    ], 2014, the expiration date of the rights offering, unless extended:

If you are a beneficial owner of shares of our common stock whose shares are registered in the name of a broker, custodian bank, or other nominee, you should instruct your broker, custodian bank or other nominee to exercise your rights and deliver all documents and payment on your behalf before 5:00 p.m., New York City time, on [                    ], 2014, the expiration date of the rights offering, unless extended.

Your subscription rights will not be considered exercised unless the subscription agent receives from you, your broker, custodian or nominee, as the case may be, all of the required documents and your full subscription price payment before 5:00 p.m., New York City time, on [                    ], 2014, the expiration date of the rights offering, unless extended.

Method of Payment

Your payment of the subscription price must be made in United States dollars for the full number of shares of convertible preferred stock for which you are subscribing by cashier’s or certified check drawn upon a United States bank payable to the subscription agent. Personal checks will not be accepted.

Receipt of Payment

Your payment will be considered received by the subscription agent only upon receipt by the subscription agent of any cashier’s or certified check drawn upon a United States bank payable to the subscription agent.

Delivery of Subscription Materials and Payment

You should deliver your subscription rights certificate and payment of the subscription price to the subscription agent by one of the methods described below:

Your delivery to an address or by any method other than as set forth above will not constitute valid delivery.

Calculation of Subscription Rights Exercised

If you do not indicate the number of subscription rights being exercised, or if you do not forward full payment of the total subscription price payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised your basic subscription right with respect to the maximum number of subscription rights that may be exercised with the aggregate subscription price payment you delivered to the subscription agent. If we do not apply your full subscription price payment to your purchase of shares of convertible preferred stock, we or the subscription agent will return the excess amount to you by mail, without interest or deduction, promptly after the expiration date of the rights offering.

Your Funds Will Be Held by the Subscription Agent until the Shares of Convertible Preferred Stock Are Issued

The subscription agent will hold your payment of the subscription price in a segregated account with other payments received from other subscription rights holders until we issue your shares of convertible preferred stock to you upon consummation of the rights offering.

Medallion Guarantee May Be Required

Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless:

Notice to Brokers and Nominees

If you are a broker, a trustee or a depositary for securities who holds shares of our common stock for the account of others on [                    ], 2014, the record date, you should notify the respective beneficial owners of such shares of the rights offering as soon as possible to find out their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owner with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate subscription rights certificates and submit them to the subscription agent with the proper payment. If you hold shares of our common stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had they been direct record holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification” that was provided to you with your rights offering materials. If you did not receive this form, you should contact the subscription agent to request a copy.

Beneficial Owners

If you are a beneficial owner of shares of our common stock or will receive your subscription rights through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you. If you hold shares of our common stock directly and would prefer to have your broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you. To indicate your decision with respect to your subscription rights, you should complete and return to your broker, custodian bank or other nominee the form entitled “Beneficial Owners Election Form.” You should receive this form from your broker, custodian bank or other nominee with the other rights offering materials. If you wish to obtain a separate subscription rights certificate, you should contact the nominee as soon as possible and request that a separate subscription rights certificate be issued to you. You should contact your broker, custodian bank or other nominee if you do not receive this form, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the form from your broker, custodian bank or nominee or if you receive it without sufficient time to respond.

Instructions for Completing Your Subscription Rights Certificate

You should read and follow the instructions accompanying the subscription rights certificates carefully.

You are responsible for the method of delivery of your subscription rights certificate(s) with your subscription price payment to the subscription agent. If you send your subscription rights certificate(s) and subscription price payment by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. You should allow a sufficient number of days to ensure delivery to the subscription agent prior to the time the rights offering expires. You must pay, or arrange for payment, by means of a certified or cashier’s check drawn upon a United States bank. Personal checks will not be accepted.

Determinations Regarding the Exercise of Your Subscription Rights

We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your subscription rights and any such determinations by us will be final and binding. We, in our sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as we may determine. We will not be required to make uniform determinations in all cases. We may reject the exercise of any of your subscription rights because of any defect or irregularity. We will not accept any exercise of subscription rights until all irregularities have been waived by us or cured by you within such time as we decide, in our sole discretion.

Neither we nor the subscription agent and information agent will be under any duty to notify you of any defect or irregularity in connection with your submission of subscription rights certificates, and we will not be liable for failure to notify you of any defect or irregularity. We reserve the right to reject your exercise of subscription rights if your exercise is not in accordance with the terms of the rights offering or in proper form. We will also not accept the exercise of your subscription rights if our issuance of the shares of convertible preferred stock to you could be deemed unlawful under applicable law.

Material United States Federal Income Tax Consequences

A distribution of the rights will be a taxable distribution, however because we believe that such rights have a fair market value of zero or a nominal value, you should not have any tax consequences upon receipt of such rights. To the extent that the IRS successfully asserts that the fair market value of the rights is greater than zero, you could recognize taxable income to such extent. For a detailed discussion, see “Certain United States Federal Income Tax Consequences” beginning on page 35. You should consult your tax advisor as to the particular consequences to you of the rights offering.

Regulatory Limitation

We will not be required to issue the shares of convertible preferred stock to you pursuant to the rights offering if, in our opinion, it would be unlawful to do so or you would be required to obtain prior clearance or approval from any foreign, state or federal regulatory authorities to own or control such shares if, at the time the rights offering expires, you have not obtained such clearance or approval.

Questions about Exercising Subscription Rights

If you have any questions or require assistance regarding the method of exercising your subscription rights or requests for additional copies of this document or the Instructions for Use of The Providence Service Corporation Subscription Rights Certificates, you should contact the information agent at the address and telephone number set forth under “Questions and Answers relating to the Rights Offering” included elsewhere in this prospectus.

Subscription Agent and Information Agent

We have appointed Computershare Trust Company, N.A. to act as subscription agent and Georgeson, Inc. to act as information agent for the rights offering. You should direct any questions or requests for assistance concerning the method of subscribing for the shares of convertible preferred stock or for additional copies of this prospectus to our general fundsthe information agent.

Fees and Expenses

We will pay all fees charged by the subscription agent and the information agent. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the rights. Neither we nor the subscription agent will pay such expenses.

No Revocation

Once you have exercised your subscription rights, you may not revoke your exercise. Subscription rights not exercised before the expiration date of the rights offering will expire and will use themhave no value.

Procedures for general corporateDTC Participants

We expect that the exercise of your subscription right may be made through the facilities of the Depository Trust Company. If your subscription rights are held of record through DTC, you may exercise your subscription right by instructing DTC to transfer your subscription rights from your account to the account of the subscription agent, together with certification as to the aggregate number of subscription rights you are exercising and the number of shares of convertible preferred stock you are subscribing for under your subscription right, if any, and your subscription price payment for each share of convertible preferred stock that you subscribed for pursuant to your subscription right. Please note that if you hold your shares in the name of a broker, dealer, or other nominee who uses the services of DTC, you must exercise your subscription rights before 2:15 p.m., New York City time, on the expiration date.

Subscription Price

The subscription price is $100.00 per share of convertible preferred stock. For more information with respect to how the subscription price was determined, see “—Reasons for the Rights Offering” and “Questions and Answers relating to the Rights Offering” included elsewhere in this prospectus.

Foreign Stockholders

The subscription agent will mail subscription rights certificates to stockholders on the record date, or to subsequent transferees, whose addresses are outside the United States if it is not, in our sole judgment, unlawful to do so. To exercise their subscription rights, holders whose addresses are outside the United States must notify the subscription agent before 11:00 a.m., New York City time, on [                    ], 2014, which is three business days prior to the initial expiration date, and must establish to the satisfaction of the subscription agent that they are permitted to exercise their subscription rights under applicable law. If these procedures are not followed prior to the expiration date, those holders’ rights will expire.

This rights offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of convertible preferred stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the rights offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all over-subscription rights even if we have shares of convertible preferred stock available. We do not anticipate that there will be any changes in the rights offering, and we may, in our sole discretion, decline to make modifications to the terms of the rights offering requested by regulators in states or other jurisdictions, in which case stockholders who live in those states or other jurisdictions will not be eligible to participate in the rights offering.

Non-Transferability of the Rights

Except in the limited circumstances described below, only you may exercise the subscription right. You may not sell, give away or otherwise transfer the subscription right.

Notwithstanding the foregoing, your rights may be transferred by operation of law; for example, a transfer of rights to the estate of the recipient upon the death of the recipient would be permitted. If the rights are transferred as permitted, evidence satisfactory to us that the transfer was proper must be received by us before the expiration date of the rights offering in order for the transferee to exercise the rights.

Cancellation of Rights

Our board of directors may cancel the rights offering, in whole or in part, in its sole discretion at any time before the time the rights offering expires for any reason (including a change in the market price of our common stock). If we cancel the rights offering, any funds you paid to the subscription agent will be promptly refunded, without interest or deduction.

No Board Recommendation

An investment in shares of convertible preferred stock, like an investment in shares of our common stock, must be made according to each investor’s evaluation of his own best interests and after considering all of the information herein, including the “Risk Factors” section of this prospectus. Neither we nor our board of directors make any recommendation to subscription rights holders regarding whether they should exercise their subscription rights.

Shares of Common Stock Outstanding After the Rights Offering

We had [            ] shares of our common stock outstanding as of [                    ], 2014 and following the issuance of the convertible preferred stock upon completion of this rights offering and under the Standby Purchase Agreement, we will have 655,000 shares of convertible preferred stock outstanding, which will be convertible into 1,642,427 shares of our common stock, outstanding immediately after the rights offering. Assuming the full conversion of the convertible preferred stock, [            ] shares of our common stock will be issued and outstanding immediately following the rights offering, excluding any shares that may be issued pursuant to the exercise of stock options.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of certain U.S. Federal income tax consequences of the rights offering to Holders (defined below) of our common stock. This discussion assumes that the Holders of our common stock and convertible preferred stock hold such common stock and convertible preferred stock as capital assets for U.S. Federal income tax purposes. This discussion is based on the Internal Revenue Code of 1986, as amended, (the “Code”), Treasury Regulations promulgated thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions in effect on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. The following summary does not purport to be a complete analysis of all of the potential U.S. Federal income tax considerations, applies only to Holders that are U.S. persons (“Holders”), and does not address all aspects of U.S. Federal income taxation that may be relevant to Holders in light of their particular circumstances or to Holders who may be subject to special tax treatment under the Code, including, without limitation, Holders who are dealers in securities or foreign currency, insurance companies, tax-exempt organizations, banks, financial institutions, broker-dealers, Holders who hold our common stock as part of a hedge, straddle, conversion or other risk reduction transaction, or who acquired our common stock pursuant to the exercise of compensatory stock options or otherwise as compensation.

For purposes of this discussion, a “Holder” is a beneficial owner of a right, convertible preferred stock or converted common stock that is:

Except as modified for estate tax purposes, the term “non-U.S. holder” means a beneficial owner of a right, convertible preferred stock or converted common stock that is an individual, a corporation, an estate or a trust that is not a Holder. This discussion does not apply to non-U.S. holders.

This summary is not intended to constitute a complete analysis of all tax consequences relating to the receipt, exercise, disposition and expiration of the subscription rights and the ownership and disposition of our indebtedness (for example,common shares. It is not intended to constitute, and should not be construed to constitute, legal or tax advice to any particular Holder. Holders should consult their own tax advisors as to the tax consequences in their particular circumstances.

We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. Federal income tax consequences of the rights offering or the related convertible preferred stock issuance. The following summary does not address the tax consequences of the rights offering or the related convertible preferred stock issuance under foreign, state, or local tax laws. Accordingly, each Holder of our common stock should consult its tax advisor with respect to the particular tax consequences of the rights offering and the related convertible preferred stock issuance to such Holder.

Receipt, Exercise and Expiration of the Rights; Tax Basis and Holding Period of Shares Received upon Exercise of the Rights

The rights offering is part of a “disproportionate distribution” within the meaning of section 305 of the Code; thus, the distribution of the rights would be taxable to the Holder as a dividend to the extent that the fair market value of the rights the Holder receives is allocable to our current credit and guaranty agreement with CIT Capital Securities LLC,accumulated earnings and profits for the

taxable year in which the rights are distributed. We have taken the position that the fair market value of the rights for U.S. Federal income tax purposes is zero or CIT, requires us, whilea nominal value, and based on such value, the Holder should not have any amountstax consequences upon receipt of the rights.

To the extent that the IRS successfully asserts that the fair market value of the rights is greater than zero, the Holder would recognize taxable income to such extent, which would be treated as a taxable dividend to the extent we have current or accumulated earnings and profits. Dividends received by corporate Holders of our common stock are outstanding undertaxable at ordinary corporate tax rates subject to any applicable dividends-received deduction. Subject to the discussion of the additional Medicare tax below, dividends received by non-corporate Holders of our common stock in taxable years beginning on or after January 1, 2013, are taxed at the Holder’s capital gain tax rate (a maximum rate of 20%), provided that the Holder meets applicable holding period and other requirements. Any distributions in excess of our current and accumulated earnings and profits will be treated as a tax-free return of basis, and any further distributions in excess of your tax basis in our common stock will be treated as gain from the sale or exchange of our common stock. Regardless of whether the distribution of the rights is treated as a dividend, as a tax-free return of basis or as gain from the sale or exchange of our common stock, the Holder’s tax basis in the rights the Holder receives will be their fair market value.

Holders who are individuals are subject to an additional 3.8% Medicare tax (the “additional Medicare tax”) on their “net investment income” to the extent that their net investment income, when added to their other modified adjusted gross income, exceeds $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). Certain trusts and estates that are Holders are also subject to the additional Medicare tax. “Net investment income” generally equals the taxpayer’s gross investment income reduced by the deductions that are allocable to such credit facility,income. Investment income generally includes dividends and capital gains. The additional Medicare tax is determined in a different manner than the regular income tax. Holders are urged to consult their own tax advisor regarding the implications of the additional Medicare tax.

If the Holder allows the rights received in the rights offering to expire, the Holder should recognize a short-term capital loss equal to the Holder’s tax basis in the expired rights. The Holder’s ability to use halfany capital loss is subject to certain limitations.

The Holder will not recognize any gain or loss upon the exercise of the rights, and the tax basis of the shares of our convertible preferred stock acquired through exercise of the rights will equal the sum of the subscription price for the shares and the Holder’s tax basis in the rights. The holding period for the shares of our convertible preferred stock acquired through exercise of the rights will begin on the date the rights are exercised.

Conversion of Convertible Preferred Stock into Common Stock

A Holder generally will not recognize gain or loss upon the conversion of its convertible preferred stock to common stock, except in respect of any proceeds we raise fromcash paid to the Holder in lieu of fractional shares. A Holder that receives cash in lieu of a fractional share will recognize capital gain or loss, equal to the difference between the amount of cash received and the Holder’s tax basis in the stock exchanged allocable to the fractional share. A Holder’s aggregate tax basis in the common stock received upon conversion generally will be equal to the Holder’s aggregate tax basis in the convertible preferred stock converted (less the portion of the Holder’s basis allocable to any fractional share, as to which the holder receives cash). A Holder’s holding period in the common stock received will include the holding period of the convertible preferred stock exchanged.

Sale of Shares of Our Stock and Receipt of Distributions on Shares of Our Stock

Each Holder will recognize capital gain or loss upon the sale of our equity securitiesconvertible preferred stock acquired through the exercise of the rights in an amount equal to pay downthe difference between the amount realized upon the sale, exchange, redemption or other disposition and the Holder’s tax basis in our convertible preferred stock. The capital gain or loss will be long-term if the Holder’s holding period in the shares is more than one year. Long-term capital gains recognized by individuals are taxable at a maximum rate of 20%, although such indebtedness)gains may also

be subject to the additional Medicare tax described above. Long-term capital gains recognized by corporations are taxable at ordinary corporate tax rates. If the Holder has held the shares of our convertible preferred stock for one year or funding acquisitions. Although we have no specific agreements, commitmentsless, the Holder’s capital gain or understandingsloss will be short-term. Short-term capital gains are taxed at a maximum rate equal to the maximum rate applicable to ordinary income. The Holder’s ability to use any capital loss is subject to certain limitations.

Distributions, if any, on shares of our convertible preferred stock acquired through the exercise of the rights will be taxable to the Holder as a dividend to the extent that the cash and fair market value of property is allocable to our current and accumulated earnings and profits for the taxable year in which the distribution is made. Dividends received by corporate Holders of our convertible preferred stock are taxable at ordinary corporate tax rates subject to any applicable dividends-received deduction. Dividends received by non-corporate Holders of our convertible preferred stock in taxable years beginning on or after January 1, 2013, are taxed at the Holder’s capital gain tax rate (a maximum rate of 20%), provided that the Holder meets applicable holding period and other requirements, plus, in some cases, the additional Medicare tax discussed above. Any distributions in excess of our current and accumulated earnings and profits will be treated as a tax-free return of basis, and any further distributions in excess of the Holder’s tax basis in our convertible preferred stock will be treated as gain from the sale or exchange of such convertible preferred stock. The Holder’s tax basis in any property the Holder receives as a distribution on shares of our convertible preferred stock will be the property’s fair market value (regardless of whether the distribution is treated as a dividend, as a tax-free return of basis or as gain from the sale or exchange of our convertible preferred stock).

Information Reporting and Backup Withholding

Holders may be subject to information reporting and/or backup withholding with respect to any acquisition, we evaluate acquisition opportunitiesdividend payments on or the gross proceeds from the disposition of our convertible preferred stock acquired through the exercise of the rights. Backup withholding may apply under certain circumstances if the Holder (1) fails to furnish the Holder’s social security or other taxpayer identification number (“TIN”), (2) furnishes an incorrect TIN, (3) fails to report interest or dividends properly, or (4) fails to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that the Holder is not subject to backup withholding and engage in related discussionsthat the Holder is a U.S. person. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle the Holder to a refund with other companiesrespect to) the Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS. Certain persons are exempt from timebackup withholding, including corporations and financial institutions. Holders are urged to time.consult their own tax advisor as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Pending the application of such proceeds, we expect to invest the proceeds in short-term, interest bearing, investment-grade marketable securities or money market obligations.

DIVIDEND POLICYDESCRIPTION OF CAPITAL STOCK

We have not paid any cash dividends onThe following is a summary of the material terms of our capital stock. You are strongly encouraged, however, to read our amended and restated certificate of incorporation, our amended and restated bylaws, the certificate of designations for the convertible preferred stock and other documents and agreements, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part and available from us, at no cost, upon request.

Common Stock

Shares of our common stock have the following rights, preferences and privileges:

Voting and Dividends. Subject to the rights specifically granted to holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to one vote per share and to vote together as a class on all matters submitted to a vote of our stockholders, and are entitled to any dividends that may be declared by our board of directors. Our common stockholders do not planhave cumulative voting rights.

Conversion. The shares of Common Stock are not convertible into any other series or class of securities.

Liquidation. Upon our dissolution, liquidation or winding up, holders of our common stock are entitled to payshare ratably in our net assets after payment or provision for all liabilities and any such cash dividendspreferential liquidation rights of our preferred stock then outstanding.

Rights and Preferences. Our common stockholders have no preemptive rights to purchase shares of our stock. The issued and outstanding shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are, and the shares of common stock to be issued upon conversion of the convertible preferred stock will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock outstanding at any time.

Series A Convertible Preferred Stock

The shares of Series A convertible preferred stock to be issued in the foreseeable future. In addition, our ability torights offering will have the following rights:

Dividends. We may pay dividends is currently prohibited bya noncumulative cash dividend on each share of the terms of our creditconvertible preferred stock when, as and guaranty agreement with CIT if there is a default under such agreement or if the payment of a dividend would result in such a default. The payment of future cash dividends, if any, will be reviewed periodicallydeclared by our board of directors and permitted by the DGCL, out of funds legally available for the payment of distributions, at a rate of five and one-half percent (5.5%) per annum on the liquidation preference then in effect. Following the issue date of the convertible preferred stock, on or before the third (3rd) business day immediately preceding each fiscal quarter of the Company, we will depend upon, among other things,determine our financial condition, funds from operations, the levelintention whether or not to pay a cash dividend with respect to that ensuing quarter and will give notice of our capitalintention to each holder of convertible preferred stock as soon as practicable thereafter.

In the event we do not declare and development expenditures,pay a cash dividend, the liquidation preference of the convertible preferred stock will be increased to an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then applicable liquidation preference multiplied by eight and one-half percent (8.5%) per annum, computed on the basis of a 365-day year and the actual number of days elapsed from the start of the applicable dividend period to the applicable date of determination.

In the event that we shall, at any time, pay a dividend or make a distribution, whether in cash, in kind or other property on the outstanding shares of common stock (other than any dividend in the form of stock, warrants, options or other rights where the dividended stock or the stock issuable upon exercise of such warrants, options or other rights is common stock or ranks equal or junior to the common stock), we shall, at the same time, pay to each holder of convertible preferred stock a dividend equal to the dividend that would have been payable to such

holder if all (i.e., without regard to any restrictions imposedon conversion at such time (including the Conversion Cap (as defined below))) of the shares of convertible preferred stock beneficially owned by presentsuch holder had been converted into common stock immediately prior to the applicable record date for determining the stockholders eligible to receive such dividend or futuredistribution.

Cash dividends shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (unless any such day is not a business day, in which event such dividends shall be payable on the next succeeding business day, without accrual to the actual payment date), commencing on the first calendar day of the first January, April, July or October following the date of original issuance of the convertible preferred stock. If declared, cash dividends will begin to accrue on the first day of the applicable dividend period.

If applicable, the PIK dividend will accrue and be cumulative on the same schedule as set forth in the last sentence of the preceding paragraph with respect to cash dividends and will also be compounding at the applicable annual rate on each applicable subsequent dividend date. PIK dividends are paid upon the occurrence of a Liquidation Event (as defined below) and upon conversion or redemption of the convertible preferred stock in accordance with the terms thereof.

Liquidation, Dissolution or Winding-up; Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”), after satisfaction of all liabilities and obligations to creditors of the Company and distribution of any assets of the Company to the holders of any stock or debt instruments,that is senior to the convertible preferred stock, and before any restrictions imposeddistribution or payment shall be made to holders of any junior stock, each holder of convertible preferred stock will be entitled to receive, out of the assets of the Company or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of convertible preferred stock equal to the liquidation preference. The liquidation preference is equal to $100.00, which preference may be adjusted from time to time as described above under the section entitled “—Dividends.” However, if, at any applicable date of determination of the liquidation preference, (i) any cash dividend has been declared but is unpaid or (ii) the Company has given notice (or failed to give such notice) of its intention to pay a cash dividend but such cash dividend has not yet been declared by the Company’s board of directors, then such cash dividends shall be deemed, for purposes of calculating the applicable liquidation preference, to be PIK dividends.

The occurrence of a change of control that would result if the Company either (1) merges or consolidates with or into any other person, another person merges with or into the Company, or the Company sells, leases, licenses, transfers, or otherwise disposes of all or substantially all of the assets of the Company to another person or (2) engages in any recapitalization, reclassification or other transaction in which all or substantially all of the common stock is exchanged for or converted into cash, securities or other property will be deemed a Liquidation Event under the certificate of designations (a “Deemed Liquidation Event”), unless such treatment is waived in writing by holders of a majority in voting power of the outstanding shares of the convertible preferred stock, taken together and voting as a separate class (but not as separate series).

Voting. Holders of shares of convertible preferred stock will be entitled to vote with the holders of shares of common stock (and any other class or series that may similarly be entitled to vote with the holders of common stock) and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as the holders of common stock, on an as-converted basis.

In the event of any such vote or action by written consent, each holder of shares of convertible preferred stock will be entitled to that number of votes equal to the whole number of shares of common stock into which such holder’s aggregate number of shares of convertible preferred stock are convertible as of the close of business on the record date fixed for such vote or such written consent. However, prior to the receipt of the approval by the holders of common stock as may be required under the listing standards of The Nasdaq Stock Market, including Nasdaq Stock Market Rule 5635(b) (the “Stockholder Approval”), in connection with the transactions contemplated by the Standby Purchase Agreement and the issuance of the convertible preferred stock, the convertible preferred stock beneficially owned by the Standby Purchasers or any of their respective affiliates may

only be voted to the extent that the aggregate voting power of all of the Company’s voting stock that is beneficially owned by the Standby Purchasers and their respective affiliates does not exceed 19.99% of the aggregate voting power of all of the Company’s voting stock outstanding on the applicable record date for determining stockholders who may vote with respect to any proposal (the “Voting Cap”). The Voting Cap will no longer apply to the convertible preferred stock beneficially owned by the Standby Purchasers or any of their respective affiliates upon the occurrence of certain events, including, for example, receipt of Stockholder Approval.

In addition to any other vote or consent required in the certificate of designations or by applicable law, unless waived in writing by holders of a majority in voting power of the outstanding shares of the convertible preferred stock and shares of Series A-1 convertible preferred stock, taken together and acting as a separate class (but not as separate series), the vote or written consent of the holders of a majority in voting power of the outstanding shares of the convertible preferred stock and shares of Series A-1 convertible preferred stock, taken together and voting as a separate class (but not as separate series), shall be necessary for effecting or validating the following actions (whether taken by amendment, merger, consolidation or otherwise): (i) any change, amendment, alteration or repeal (including as a result of a merger, consolidation, or other factorssimilar or extraordinary transaction) of any provisions of the certificate of incorporation or bylaws of the Company that amends or modifies, in a manner adverse to, in any material respect, the rights, preferences, privileges or voting powers of either the convertible preferred stock or the Series A-1 convertible preferred stock, except as permitted by the certificate of designations; (ii) any authorization, designation, recapitalization, whether by reclassification, by merger or otherwise, or issuance of any new class or series of stock or any other securities convertible into equity securities of the Company having rights, preferences or privileges senior to or on a parity with the convertible preferred stock; (iii) subject to certain limited exceptions, any increase or decrease in the authorized number of shares of convertible preferred stock or the Series A-1 convertible preferred stock; (iv) any redemption, repurchase or other acquisition, or payment of dividends or other distributions, by the Company with respect to any securities of the Company that constitute junior stock, except as permitted by the certificate of designations; (v) the entry by the Company into any contract, agreement, arrangement, or understanding that would prohibit or otherwise restrict the Company from performing its obligations to the holders of convertible preferred stock under the certificate of designations, the certificate of incorporation or otherwise; (vii) the entry by any Company subsidiary into any contract, agreement, arrangement, or understanding that would prohibit or otherwise restrict the payment of dividends or the making of distributions to the Company; or (vii) the issuance by the Company of equity or securities convertible into equity of the Company at a price that is more than 25% below fair market value of such equity or securities at the time of issuance thereof.

In addition, if at any time the Standby Purchasers and their respective affiliates (including Coliseum) are the holders of record of more than 50% of the issued and outstanding shares of convertible preferred stock and the Series A-1 convertible preferred stock, taken together, the vote or written consent of a majority in voting power of the outstanding shares of the convertible preferred stock and the Series A-1 convertible preferred stock, taken together and voting as a separate class (but not as separate series), will be necessary for effecting or validating (i) any voluntary initiation of any liquidation, dissolution or winding up of the Company and (ii) any Deemed Liquidation Event.

Optional Conversion by Holders. Prior to the stockholder meeting to seek the Stockholder Approval, none of the outstanding shares of convertible preferred stock will be convertible into shares of our boardcommon stock. After such stockholder meeting any shares of directors deems relevant, including changesconvertible preferred stock may, at the option of the holder, be converted at any time into fully paid and nonassessable shares of common stock. The number of shares of common stock to which a holder of convertible preferred stock shall be entitled upon conversion shall be equal to the product obtained by multiplying the conversion rate then in federal tax policy, if any.effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of fractional shares.

PLAN OF DISTRIBUTIONIf the Stockholder Approval is not obtained, then the convertible preferred stock beneficially owned by the Standby Purchasers and their respective affiliates may not be converted to the extent that after giving effect to

We may sell

such conversion, such Standby Purchasers and their respective affiliates would beneficially own, in the aggregate, in excess of 19.99% of the shares of common stock coveredoutstanding immediately after giving effect to such conversion (the “Conversion Cap”). The Conversion Cap will no longer apply to the convertible preferred stock beneficially owned by this prospectus from time to time. Registrationthe Standby Purchasers or any of their respective affiliates upon the occurrence of certain events, including, for example, receipt of the sharesStockholder Approval.

Optional Conversion by the Company. If, at any time following the third anniversary date of the issue date, the volume weighted average price of our common stock coveredequals or exceeds two times the conversion price of the convertible preferred stock for a period of 30 consecutive trading days, we may, at our option, require that any or all of the then outstanding shares of convertible preferred stock be converted automatically into a number shares of common stock equal to the product obtained by this prospectus doesmultiplying the conversion rate then in effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of any fractional shares. Notwithstanding the foregoing, the Company may not mean,elect to exercise the foregoing option at any time during the period commencing on the date that the Company has made a public announcement that it has entered into a definitive agreement with respect to a transaction constituting a Deemed Liquidation Event and ending on the date that is the first to occur of (i) the consummation of such transaction and (ii) the date that the Company has made a public announcement that any such definitive agreement has been terminated.

Optional Special Dividend and Conversion on Certain Change of Control. At the written election (including written notice to the Company) by holders of a majority in voting power of the outstanding shares of convertible preferred stock and Series A-1 convertible preferred stock, taken together as a separate class (but not as separate series), upon the occurrence of a change of control that would, subject to certain exceptions, result in any person (other than the Standby Purchasers or any of their respective affiliates or a person acting as a group with the Standby Purchasers or any of their respective affiliates) beneficially owning, directly or indirectly shares of the Company’s capital stock entitling such person to exercise 50% or more of the total voting power of all classes of voting stock of the Company (but solely in connection with a transaction that is a third party tender offer that is publicly disclosed and approved (or recommended to the stockholders of the Company)): (i) the Board shall, subject to applicable law, declare and the Corporation shall pay a special cash dividend (as such may be adjusted as described below, the “special dividend”) on each share of convertible preferred stock and Series A-1 convertible preferred stock, out of any funds that are legally available therefor (the “legally available funds”), in the amount of the liquidation preference per share then in effect with respect to the convertible preferred stock and the liquidation preference then in effect with respect to the Series A-1 convertible preferred stock, in each case pursuant to their respective certificates of designations governing such preferred stock; provided, however, that thoseto the extent the legally available funds are not sufficient to pay the special dividend in full (the amount of such shortfall being referred to as a “funds shortfall”), the aggregate special dividend in respect of all shares of convertible preferred stock and any special dividend applicable to parity stock shall be reduced to an aggregate amount equal to the legally available funds and the special dividend (as so reduced) and any applicable special dividend with respect to parity stock shall be paid to the holders of convertible preferred stock and the holders of the parity stock in proportion to the full amounts to which the holders of the convertible preferred stock and the holders of the parity stock would otherwise be entitled pursuant to the certificate of designations for the convertible preferred stock and the certificate of designations (or other governing instrument) of the parity stock, respectively; and (ii) as of the payment date of the special dividend, all outstanding shares of convertible preferred stock automatically will necessarily be offeredconverted (without further action) into a number of shares of common stock equal to the product obtained by multiplying the conversion rate then in effect, by the number of shares of convertible preferred stock being converted, plus cash in lieu of fractional shares; provided; however, that for purposes of determining the conversion rate as applicable to such conversion, the aggregate liquidation preference on each share of convertible preferred stock and the liquidation preference on each share of any applicable parity stock as provided in the certificate of designations (or other governing instrument) of such parity stock shall be increased by the funds shortfall applicable to each such share.

Conversion Rate and Conversion Price. The conversion rate in effect at any applicable time for conversion of each share of convertible preferred stock into common stock will be the quotient obtained by dividing the

liquidation preference then in effect by the conversion price then in effect. The conversion price for the convertible preferred stock will initially be $39.88 and is subject to adjustment from time to time upon the occurrence of certain events, including in the event of a stock split, a reverse stock split, or sold.a dividend of common stock to our common stock holders, in each case as more fully described in the certificate of designations for the convertible preferred stock.

We may sellNo Fractional Shares. If, upon conversion of the convertible preferred stock, a holder would be entitled to receive a fractional interest in a share of our common stock, we will, upon conversion, pay in lieu of such fractional interest, cash in an amount equal to such fraction of a share multiplied by the Closing Price (as defined in the next sentence) of a share of common stock on the last trading day before the date on which shares of common stock are issued in connection with such conversion. The “Closing Price” means, on any particular date, (a) the last reported trade price per share of common stock on such date on Nasdaq (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (b) if there is no such price on such date, the closing bid price on Nasdaq on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (c) if the common stock is not then listed or quoted for Nasdaq and if prices for the common stock are then reported in the “pink sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the common stock so reported, or (d) if the shares of common stock through oneare not publicly traded, the fair market value of a share of common stock as determined by our board of directors in good faith.

Rank. The convertible preferred stock will, with respect to dividend rights and rights upon liquidation, winding up or more underwritersdissolution, rank senior to our common stock and each other class or dealersseries of shares that we may issue in a public offering and sale by them, through agentsthe future the terms of which do not expressly provide that such class or series ranks equally with, or senior to, the convertible preferred stock, with respect to dividend rights and/or directlyrights upon liquidation, winding up or dissolution.

The convertible preferred stock will, with respect to onedividend rights and rights upon liquidation, winding up or more investors. Wedissolution, rank equally with the Series A-1 convertible preferred stock and each other class or series of shares that we may sellissue in the future the terms of which expressly provide that such class or series shall rank equally with the convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up or dissolution.

The convertible preferred stock will, with respect to dividend rights and rights upon liquidation, winding up or dissolution, rank junior to each class or series of shares that we may issue in the future the terms of which expressly provide that such class or series shall rank senior to the convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up or dissolution. The convertible preferred stock will also rank junior to our existing and future indebtedness.

Redemption at the Option of the Holder Upon Change of Control. Upon the occurrence of a change of control (other than a change of control that would constitute a Deemed Liquidation Event (unless waived in writing by holders of a majority in voting power of the outstanding shares of the convertible preferred stock and shares of Series A-1 convertible preferred stock, taken together and voting as a separate class (but not as separate series) or the type of change of control described above under the section entitled “—Optional Special Dividend and Conversion on Certain Change of Control”) and subject to applicable law, each holder of shares of convertible preferred stock that remain outstanding thereafter, if any, shall have the right to require us to redeem, in full, out of funds legally available therefor, by irrevocable written notice to us, all of such holder’s shares of convertible preferred stock at a redemption price per share equal to the liquidation preference then in effect per share of convertible preferred stock.

Redemption at the Option of the Company. From and after the tenth anniversary of the original issuance of the convertible preferred stock, we may redeem the outstanding convertible preferred stock, in whole or in part, at a price per share equal to the liquidation preference then in effect per share of convertible preferred stock.

Reorganizations, Mergers and Consolidations. If at any time or from time to time after the issue date, there is a reorganization of the Company (other than in oneinstances where the certificate of designations allows for any adjustment to the liquidation preference or more transactionsthe conversion price) or a merger or consolidation of the Company with or into another corporation (except a Deemed Liquidation Event that is not waived as provided in the certificate of designation), then, as a part of such reorganization, merger or consolidation, provision will be made so that the holders of such convertible preferred stock will then have the right to convert such stock into the kind and amount of stock and other securities and property receivable upon such reorganization, merger or consolidation by holders of the number of shares of common stock into which such shares of convertible preferred stock could have been converted immediately prior to such reorganization, merger or consolidation, all subject to further adjustment as provided in the certificate of designation or with respect to such other securities or property by the terms thereof. The Company may not effect any such reorganization, merger or consolidation unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger has assumed by written instrument the obligations of the Company under the certificate of designations governing the convertible preferred stock.

Series A-1 Convertible Preferred Stock

If we do not obtain the Stockholder Approval by [                    ], 2015, the shares of convertible preferred stock beneficially owned by and the Standby Purchasers and their respective affiliates that were acquired by them initially and directly (i) in the rights offering pursuant to the exercise of the relevant subscription rights, if any, (ii) pursuant to their respective obligations under the Standby Purchase Agreement to purchase unsubscribed shares, and (iii) if exercised, pursuant to the option to purchase an additional 150,000 shares of convertible preferred stock at a fixed price per share equal to 105% of the subscription price, will be exchanged automatically for shares of newly created Series A-1 convertible preferred stock, which will be identical to the convertible preferred stock we are offering in the rights offering, except that the Series A-1 of convertible preferred stock will pay cash dividends at a rate of ten and one-half percent (10.5%) per annum and PIK dividends at a rate of thirteen and one-half percent (13.5%) per annum. The foregoing exchange of convertible preferred stock for Series A-1 convertible preferred stock will be completed pursuant to an exchange agreement to be entered into between the Standby Purchasers and the Company upon the closing of the rights offering.

In addition, upon the occurrence of (i) a transfer of any shares of Series A-1 convertible preferred stock, other than a permitted transfer to affiliates of the holders of Series A-1 convertible preferred stock or prices, which may(ii) certain other events described in the certificate of designations for the Series A-1 convertible preferred stock, including certain change of control events, then, in the case of clause (i) all such transferred shares of Series A-1 convertible preferred stock, and in the case of clause (ii) all outstanding shares of Series A-1 convertible preferred stock, automatically will be changed from timeconverted into a number of shares of Series A-1 convertible preferred stock equal to time, at market prices prevailingthe quotient obtained by dividing (A) the aggregate liquidation preference then in effect with respect to the applicable aggregate number of shares of Series A-1 convertible preferred stock to be converted, by (B) the liquidation preference then in effect under the certificate of designations for the Series A-1 convertible preferred stock with respect to a share of Series A-1 convertible preferred stock, plus cash in lieu of fractional shares.

PLAN OF DISTRIBUTION

On or about [                    ], 2014, we will distribute the rights, rights certificates and copies of this prospectus to individuals who owned shares of common stock on the record date. If you wish to exercise your rights and purchase shares of convertible preferred stock, you should complete the rights certificate and return it with payment for the shares of convertible preferred stock, to the subscription agent, Computershare Trust Company, N.A., at the timesfollowing address:

If any subscription rights remain unexercised after the expiration of sale,the rights offering, the Standby Purchasers have agreed to purchase, at prices related to such prevailing market prices, or at negotiated prices. For each offering of shares hereunder, we will describe the method of distribution of such sharessubscription price, in a prospectus supplement. The prospectus supplements will describeprivate transaction separate from the termsrights offering, any and all shares of convertible preferred stock not subscribed for by our stockholders pursuant to the exercise of their subscription rights. Christopher Shackelton, who serves on our board of directors, is also a Managing Partner at Coliseum. In exchange for their commitment to purchase any and all unsubscribed shares of convertible preferred stock following the expiration of the offeringsrights offering, on October 23, 2014 we paid the Standby Purchasers an aggregate fee of $2,947,500. In addition, the Standby Purchasers have the additional right, exercisable within 30 days following the completion of the commonrights offering, to purchase an additional 150,000 shares of convertible preferred stock including:

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Only underwriters namedwe anticipate that we will receive a total of $81,250,000 in the prospectus supplement are underwriters of the shares offered by that prospectus supplement.

If underwriters are used in the sale, they will acquire the common stock for their own account and may resell the common stockproceeds (before expenses) from time to time in one or more transactions at a fixed public offering price. The obligations of the underwriters to purchase the common stock will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the common stock to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters may be obligated to purchase all the common stock offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship. We may sell common stock directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of common stock and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any such agent will act on a best-efforts basis for the period of its appointment.option exercise.

We may authorize agents or underwritershave agreed to solicit offers byindemnify the Standby Purchasers against certain types of institutional investors to purchase common stock from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide underwriters and agents with indemnification against civil liabilities, related to this offering, including liabilities under the Securities Act, of 1933, as amended, or Securities Act, or contribution with respectand to contribute to payments that the underwriters or agentsStandby Purchasers may be required to make for these liabilities. We have not entered into any agreements regarding stabilization activities with respect to such liabilities.our securities.

AnyIf you have any questions, you should contact the information agent, Georgeson, Inc., at (877) 255-0134. We have agreed to pay the subscription agent and information agent a fee plus certain expenses, which we estimate will total approximately $30,500. We estimate that our total expenses in connection with the rights offering will be approximately $643,112.

Other than as described herein, we do not know of any existing agreements between any stockholder, broker, dealer, underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M underor agent relating to the sale or distribution of the shares of convertible preferred stock or the common stock issuable upon conversion of the convertible preferred stock.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchase of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions. Those activities may

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cause the price of the common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.

Any underwriters who are qualified market makers on the NASDAQ Global Select Market may engage in passive market making transactions in the common stock on the NASDAQ Global Select Marketand, in accordance with Rule 103these requirements, we are required to file periodic reports and other information with the Securities and Exchange Commission. The reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC as described below.

You may copy and inspect any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation of Regulation M, during the business daypublic reference rooms. The SEC also maintains an internet website at http://www.sec.gov that contains our filed reports, proxy and information statements, and other information that we file electronically with the SEC. Additionally, we make these filings available, free of charge, on our website at www.provcorp.com under “Investor Information” as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus, is not incorporated by reference into this prospectus, and should not be relied upon in connection with making any investment decision with respect to our shares of convertible preferred stock or our shares of common stock.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We disclose important information to you by referring you to documents that we have previously filed with the Securities and Exchange Commission or documents that we will file with the Securities and Exchange Commission in the future. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the Securities and Exchange Commission will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below into this prospectus, and any future filings made by us with the Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of the respective filings that are furnished, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) until we close this offering, including all filings made after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the pricingeffectiveness of that registration statement. We hereby incorporate by reference the following documents:

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus is modified or superseded for purposes of the offering, before the commencement of offers or sales of common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

We make no representation or prediction asprospectus to the directionextent that a statement contained in this prospectus or magnitudein any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded does not, except as so modified or superseded, constitute a part of any effect that any of the foregoing activitiesthis prospectus.

You may have on the price of the shares. Forrequest a descriptioncopy of these activities, seefilings, at no cost, by written or oral request made to us at the information under the heading “Underwriting”following address or “Plan of Distribution” in the applicable prospectus supplement.telephone number:

Underwriters, broker-dealers or agents who may become involved in the sale of the common stock may engage in transactions with and perform other services for us in the ordinary course of their business for which they receive compensation.The Providence Service Corporation

64 East Broadway Blvd.

Tucson, Arizona 85701

(520) 747-6600

Attn: Director, Investor Relations

LEGAL MATTERS

The validity of the commonshares of convertible preferred stock offered by this prospectus will be passed upon for us by Blank RomePaul Hastings LLP, New York, New York and for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.Atlanta, Georgia.

EXPERTS

McGladrey & Pullen, LLP, an independent registered public accounting firm, has audited theIndependent Registered Public Accounting Firm

The consolidated financial statements of The Providence Service Corporation and scheduleits subsidiaries as of December 31, 2013, and 2012, and for each of the years in the three-year period ended December 31, 2013, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20072013, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Independent Auditors

The consolidated financial statements of Ingeus Pty Limited (formerly Ingeus Limited) and its subsidiaries as of December 31, 2013, 2012 and 2011 and for each of the years in the three-year period ended December 31, 2013, included in the Form 8-K/A of The Providence Service Corporation as set forth in their reports which aredated August 15, 2014, have been incorporated by reference herein in this prospectus and elsewhere inreliance upon the registration statement. These financial statements and schedule arereports of KPMG, independent auditors, incorporated by reference in this prospectusherein, and elsewhere inupon the registration statement in reliance on McGladrey & Pullen LLP’s reports, given on their authority of said firm as experts in accounting and auditing.

The audited historicalliability of KPMG, in relation to the performance of their professional services provided to Ingeus Pty Limited (formerly Ingeus Limited) including, without limitation, KPMG’s audits of Ingeus Pty Limited’s (formerly Ingeus Limited) consolidated financial statements described above, is limited under the Institute of Chartered Accountants in Australia (NSW) Scheme approved by the New South Wales Professional Standards Council or such other applicable scheme approved pursuant to the Professional Standards Act of 1994 (NSW), including the Treasury Legislation Amendment (Professional Standards) Act.

The consolidated financial statements of Charter LCI CorporationIngeus UK Ltd. and its subsidiaries as of December 31, 2013, 2012 and 2011 and for each of the years in the three-year period ended December 31, 2013, included beginning on page fourin the Form 8-K/A of The Providence Service Corporation’s Current Report on Form 8-K/ACorporation dated February 6, 2008August 15, 2014, have been so incorporated by reference herein in reliance onupon the reports of PricewaterhouseCoopersKPMG LLP, independent accountants, given onauditors, incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements of WCG International Consultants Inc. as of September 30, 2006 included in our current report on Form 8-K/A for the event dated August 1, 2007, as set forth in their report which is incorporated by reference in this prospectus and in the registration statement. These financial statements are incorporated by reference in this prospectus and in the registration statement in reliance on KPMG LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and we file reports and other information with the SEC.

You may read and copy any of the reports, statements, or other information we file with the SEC at its Public Reference Section at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at

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THE PROVIDENCE SERVICE CORPORATION

Rights to Purchase up to

655,000 Shares of 5.5%/8.5% Series A Convertible Preferred Stock

at

$100.00 per Share

dated,                     .

1-800-SEC-0330. The SEC also maintains a Web site at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. In addition, the Nasdaq Stock Market maintains a Web site at http://www.nasdaq.com that contains reports, proxy statements and other information filed by us.

Our internet address iswww.provcorp.com. We make available free of charge, on or through our web site, annual reports on form 10-K, quarterly reports on form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our web site is not part of this prospectus.

This prospectus constitutes a part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and our securities we refer you to the registration statement and the accompanying exhibits and schedules. The registration statement may be inspected at the Public Reference Room maintained by the SEC at the address set forth in the first paragraph of this section. Statements contained in this prospectus regarding the contents of any contract or any other document filed as an exhibit are not necessarily complete. In each instance, reference is made to the copy of such contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with them. This means that we may disclose important information to you by referring you to other documents filed separately with the SEC. The information we incorporate by reference into this prospectus is legally deemed to be a part of this prospectus, except for any information superseded by other information contained in, or incorporated by reference into, this prospectus.

The following documents filed by us with the SEC are hereby incorporated by reference in this prospectus:

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering also shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the dates of filing of such reports and other documents; provided, however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

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We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus, other than exhibits to such documents, unless the exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. Requests for such copies should be directed to our corporate secretary, at the following address or by calling the following telephone number:

The Providence Service Corporation

5524 East Fourth Street

Tucson, Arizona 85711

(520) 747-6600

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth various fees and expenses payablerelating to the registration of the securities registered hereby will be borne by the registrant, other than potential underwriting discounts and commissions, in connection with the preparation of this registration statement and the issuance and distribution of the common stock being registered hereby. All of the amounts shownregistrant. Such expenses are estimates except for the SEC registration fee.estimated to be as follows:

Item 15. Indemnification of Directors and OfficersOfficers.

Section 145 of the Delaware General Corporation Law permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director:

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Our second amended and restated certificate of incorporation provides that we shall, to the fullest extent permitted by Delaware General Corporation Law, indemnify all persons whom we may indemnify under Delaware law and contains provisions permitted by Section 102(b)(7) of the Delaware General Corporation Law.

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Our second amended and restated certificate of incorporation further provides that:

We maintain an insurance policy providing for indemnification of officers and directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and conditions.

The indemnification provisions in our second amended and restated certificate of incorporation and amended and restated bylaws may be sufficiently broad to permit indemnification of our directors and officers for liabilities arising under the Securities Act.

Item 16. ExhibitsExhibits.

The following exhibitsExhibits to this registration statement are filed herewith:listed in the Index to Exhibits.

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Item 17. UndertakingsUndertakings.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however,, that paragraphs a(i)(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the Registrantregistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.

(b)(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(c)(3) To remove from registration by means of a post-effective amendment any of the securities being registered whichthat remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

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(e)(4) That, for the purpose of determining liability of a Registrantthe registrant under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of 1933a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, thesecurities: The undersigned Registrantregistrant undertakes that in a primary offering of securities of the undersigned Registrantregistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrantregistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(f) That, for purposes of determining any liability under the Securities Act, of 1933, each filing of the Registrant’sits annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrantthe registrant pursuant to the foregoing provisions, or otherwise, each Registrantthe registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrantthe registrant of expenses incurred or paid by a director, officer or controlling person of a Registrantthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrantthe registrant will, unless in the opinion of its counsel thatthe matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final jurisdictionadjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant 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 Tucson, State of Arizona, on the 14 daythird of March, 2008.December, 2014.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,Know all men by these presents, that each person whose signatures appears below constitutesthe undersigned directors and appoints Fletcher Jay McCuskerofficers of the registrant, which is filing a registration statement on Form S-3 with the Securities and Michael N. DeitchExchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Warren S. Rustand and Robert E. Wilson, and each of them, his or herthe individual’s true and lawful attorney-in-fact and agent,agents, with full power andof substitution and resubstitution,re-substitution, for him or her or itsthe person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any andor all amendments, (including, without limitation,including post-effective amendments)amendments to this Registration Statementthe registration statement, including a prospectus or an amended prospectus therein and any registration statement filed underfor the same offering that is to be effective upon filing pursuant to Rule 462462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith to be filed 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,attorneys-in-fact as agents or hisany of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, of 1933,the registrant has duly caused this registration statement has beento be signed on its behalf by the following personsundersigned, thereunto duly authorized, in the capacities andCity of Tucson, State of Arizona, on the dates indicated:indicated.

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EXHIBIT INDEX TO EXHIBITS