UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A/a
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) and Rule 14a-12
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State of Incorporation or Organization)
000-22916 04-2601571
(Commission File Number) (I.R.S. Employer
Identification No.)
200 Lake Street, Suite 102, Peabody, Massachusetts 01960
(Address of Principal Executive Offices) (Zip Code)
Payment of Filing Fee (Check the appropriate box):
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING ADJOURNMENT AND SCHEDULED DATE TO RECONVENE
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Pioneer Behavioral Health
200 Lake Street, Suite 102, Peabody, MA 01960
(978) 536-2777
Fax (978)536-2677
December 20, 2005
Dear Shareholder:
In an effort to reach as many shareholders as possible, we have adjourned the
annual shareholders meeting scheduled for December 20, 2005 until January 31,
2006 at 11:00 a. m.
Enclosed please find a new proxy card with return envelope. Please complete and
mail at your earliest convenience.
Thank you for your continued support.
Very truly yours,
/s/ Bruce A. Shear
___________________
Bruce A. Shear
President & CEO
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REVOCABLE PROXY - CLASS A COMMON STOCK
PHC, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2005 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of PHC, Inc., a Massachusetts corporation, (the
"Company") hereby acknowledges receipt of the Notice of 2005. Annual Meeting of
Stockholders and Annual Report on Form 10-K for fiscal year ended June 30, 2005
and hereby appoints Bruce A. Shear and Paula C. Wurts, and both of them, as
proxies, with full power to each of substitution, and hereby authorizes either
of them to represent and to vote, as designated on the reverse side, all the
shares of Class A Common Stock of the Company held of record by the undersigned
on October 21, 2005 at the Annual Meeting of Stockholders to be held at 2:00
p.m. (Boston time), on December 20, 2005 at the Corporate offices of PHC, Inc.,
200 Lake Street, Suite 102, Peabody, Massachusetts 01960, and at any
adjournments or postponements thereof. The undersigned stockholder hereby
revokes any proxy or proxies heretofore given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED, OR IF
NO DIRECTION IS MADE, FOR SUCH PROPOSALS, AND IN ACCORDANCE WITH THE
DETERMINATION OF THE PROXY HOLDERS AS TO OTHER MATTERS. THE UNDERSIGNED
STOCKHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT.
(Continued And To Be Signed And Dated On Reverse Side)
(BACK)
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FORM OF PROXY FOR CLASS A COMMON STOCK STOCKHOLDERS
[X} Please mark your
votes as in this
example.
Nominees:
Donald E. Robar
Howard W. Phillips
WITHHOLD FOR ABSTAIN
FOR AUTHORITY AGAINST
1. To elect Donald E. Robar [ ] [ ] 2. To approve the [ ] [ ] [ ]
and Howard W. Phillips [ ] [ ] Company's 2005 Employee
as the Class A Directors of the company, Stock Purchase Plan
each to hold the office until the annual with a maximum of 500,000
meeting next following his election: shares which may be issued
under the plan.
For all nominees except as noted below: 3. To approve the [ ] [ ] [ ]
__________________________________________ amendment to the 2004 non-
employee director stock option
plan to increase the annual
grant of options to non-employee
directors from 10,000 to 20,000
options.
4. In their discretion, the Proxies
are authorized to vote upon
such other matters as may
properly come before the meeting
or any adjournment or
postponement thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
SIGNATURE DATE DATE
(SIGNATURE IF HELD JOINTLY)
_______________________________________________________________________________
Note: Please sign exactly as name appears on this proxy. All joint owners should
sign. When signing as attorney, executor, administrator, trustee, guardian or
custodian for a minor, please give your full title as such. If a corporation,
please sign full corporate name and indicate signer's office. If a partner sign
in the partnership name.
(FRONT)
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REVOCABLE PROXY - CLASS B COMMON STOCK
PHC, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2005 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of PHC, Inc., a Massachusetts corporation, (the
"Company") hereby acknowledges receipt of the Notice of 2005 Annual Meeting of
Stockholders and Annual Report on Form 10-K for fiscal year ended June 30, 2005
and hereby appoints Bruce A. Shear and Paula C. Wurts, and both of them, as
proxies, with full power to each of substitution, and hereby authorizes either
of them to represent and to vote, as designated on the reverse side, all the
shares of Class B Common Stock of the Company held of record by the undersigned
on October 21, 2005 at the Annual Meeting of Stockholders to be held at 2:00
p.m. (Boston time), on December 20, 2005 at the Corporate offices of PHC, Inc.,
200 Lake Street, Suite 102, Peabody, Massachusetts 01960, and at any
adjournments or postponements thereof. The undersigned stockholder hereby
revokes any proxy or proxies heretofore given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED, OR IF
NO DIRECTION IS MADE, FOR SUCH PROPOSALS, AND IN ACCORDANCE WITH THE
DETERMINATION OF THE PROXY HOLDERS AS TO OTHER MATTERS. THE UNDERSIGNED
STOCKHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT.
(Continued And To Be Signed And Dated On Reverse Side)
(BACK)
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FORM OF PROXY FOR CLASS B COMMON STOCK STOCKHOLDERS
[X} Please mark your
votes as in this
example.
Nominees:
Bruce A. Shear
William F. Grieco
David E. Dangerfield
WITHHOLD FOR ABSTAIN
FOR AUTHORITY AGAINST
1. To elect Bruce A. Shear [ ] [ ] 2. To approve the [ ] [ ] [ ]
William F. Grieco and Company's 2005 Employee Stock
David E. Dangerfield as the Class B Purchase Plan with a maximum of
Directors of the Company, each to hold 500,000 shares which may be
the office until the annual meeting issued under the plan.
next following his election.
3. To approve the [ ] [ ] [ ]
proposed amendment to the
For, all nominees except as noted below 2004 non-employee director stock
__________________________________________ option plan to increase the
annual grant of options to non-
employee directors from 10,000
to 20,000 options.
4. In their discretion, the Proxies
are authorized to vote upon
such other matters as may
properly come before the meeting
or any adjournment or
postponement thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
SIGNATURE DATE DATE
(SIGNATURE IF HELD JOINTLY)
_______________________________________________________________________________
Note: Please sign exactly as name appears on this proxy. All joint owners should
sign. When signing as attorney, executor, administrator, trustee, guardian or
custodian for a minor, please give your full title as such. If a corporation,
please sign full corporate name and indicate signer's office. If a partner sign
in the partnership name.
(FRONT)
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