YOUTH SERVICES INTERNATIONAL INC
8-K, 1997-02-19
CHILD DAY CARE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      Date of Report -- February 19, 1997



                       YOUTH SERVICES INTERNATIONAL, INC.
       -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



<TABLE>
<S>                                         <C>                                      <C>
  Maryland                                  0-23284                                  52-1715690
- -------------                               ------------                        -------------------
  (State of                                 (Commission                             (IRS Employer
Incorporation)                              File Number)                        Identification No.)
</TABLE>



2 Park Center Court, Suite 200, Owings Mills, Maryland              21117
- -------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


                                (410) 356-8600
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


        6 Park Center Court, Suite 211, Owings Mills, Maryland  21117
- -------------------------------------------------------------------------------
                                (Former Address)











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         Items 1 through 4 and Item 6 have been omitted since the items are
either inapplicable or the answer is negative.


Item 5.                    OTHER EVENTS

         On February 13, 1997, Youth Services International, Inc. issued a
press release regarding the filing of a registration statement on Form S-3 for
the resale of Common Stock by certain principal shareholders of the Company. A
copy of the press release is attached to this report as Exhibit 99.1.


Item 7.                    FINANCIAL STATEMENTS AND EXHIBITS

                  (a) & (b)     Financial Statements of Businesses Acquired
                                and Pro Forma Financial Information

                       Not applicable.

                  (c)           Exhibits

<TABLE>
<CAPTION>
Exhibit No.                     Description of Exhibits
- -----------                     -----------------------
    <S>                         <C>
    99.1                        Press Release regarding the filing of a
                                registration statement on Form S-3 for the
                                resale of Common Stock by certain principal
                                shareholders of the Company.
</TABLE>



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                       YOUTH SERVICES INTERNATIONAL, INC.


                               S I G N A T U R E


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             YOUTH SERVICES INTERNATIONAL, INC.


                                             By:/s/ William P. Mooney
                                             --------------------------------
                                             William P. Mooney
                                             Chief Financial Officer


Date:  February 19, 1997




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                                 EXHIBIT INDEX





<TABLE>
<CAPTION>
Exhibit No.                         Description of Exhibits
- -----------                         -----------------------

  <S>                               <C>
  99.1                              Press Release regarding the filing of a
                                    registration statement on Form S-3 for the
                                    resale of Common Stock by certain principal
                                    shareholders of the Company.
</TABLE>


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FOR IMMEDIATE RELEASE:                                  FOR MORE INFORMATION:
                                                        Joan S. Stephens
                                                        Vice President
                                                        410-356-8600


                        YSI FILES REGISTRATION STATEMENT

                 Owings Mills, MD . . . February 13, 1997 --- Youth Services
International, Inc. (Nasdaq:YSII) announced today it has filed with the
Securities and Exchange Commission a registration statement relating to the
resale of up to 1.5 million shares of common stock by two principal
shareholders of the Company, W. James Hindman and Henry D. Felton.  The Company
will not receive any proceeds from the sales.  Gilder, Gagnon, Howe & Co. will
be acting as the placement agent for the selling shareholders.

                 W. James Hindman, Chairman and founder of the Company, will
continue to own, after such sale, approximately 9.4% of the outstanding stock
of the Company.  Mr. Hindman will resign as Chairman of the Board upon such
sale, however, he will remain as a Director and Chairman of the Executive
Committee.  The Board of Directors will appoint Tim Cole, YSI's Chief Executive
Officer and President, as Chairman of the Board.  The directors also will
appoint Mr. Hindman Chairman Emeritus.

                 Mr. Hindman stated,"Over the last six years, I have seen the
realization of my vision to help at risk youth become more productive citizens
through YSI's multi-faceted programs.  Creating and building YSI has been
especially rewarding because its growth has been very good for the kids in our
care and good for America.  I believe the time has come for a new generation of
professional management and investors to join me in helping YSI establish
itself as an entity that can continue to grow on its merits.  I continue to
support the Company, however, I believe the management skills, energy,
expertise and strengths that Tim Cole brings are more in keeping with today and
tomorrow's needs of the Company and will allow me to focus more on my personal
priorities."
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                 These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.  This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any states in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state.

For more information on Youth Services International, Inc., free of charge via
fax call 1-800-PRO-INFO and enter YSII. You may also visit us on the net at
www.ysii.com.


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