Catasys Inc (CATS)

[Entangled Proton]

HYTM ..Hythiam to become Massive P&D

TIME: 10:00 a.m. PST
DATE: January 28, 2011
PLACE: 11111 Santa Monica Blvd., Suite 210, Los Angeles, California 90025


PURPOSES:


1. To approve the 2010 Stock Incentive Plan;



2. To approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share, from two hundred million (200,000,000) shares to two billion (2,000,000,000) shares;



3. To approve a proposed amendment or amendments to our Certificate of Incorporation each such amendment (i) to effect a reverse stock split of our outstanding common stock at a ratio of not less than 1-for-2 and not more than an aggregate of 1-for-100 at any time prior to the earlier of the date on which the 2011 annual meeting of stockholders is held or December 31, 2011, with the implementation, ratio and timing of such reverse stock split to be determined by our Board of Directors (such ratio, as determined by the Board of Directors, the “Reverse Stock Split Ratio”), and (ii) following each such reverse stock split, if implemented, to reduce the number of authorized shares of common stock in accordance with the Reverse Stock Split Ratio;



4. To approve a proposed amendment to our Certificate of Incorporation to change our name from Hythiam, Inc. to Catasys, Inc.; and



5. To transact such other business that is properly presented at the special meeting and any adjournments or postponements thereof.



WHO MAY VOTE:


You may vote if you were the record owner of Hythiam, Inc. common stock at the close of business on December 6, 2010. A list of stockholders of record will be available at the special meeting and, during the ten days prior to the special meeting, at our principal executive offices located at 11150 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025.


All stockholders are cordially invited to attend the special meeting. Whether you plan to attend the special meeting or not, please vote by following instructions on the Important Notice Regarding the Availability of Proxy Materials that you have previously received, which we refer to as the Notice, or in the section of this proxy statement entitled “Important Information About the Special Meeting and Voting – How Do I Vote?” or, if you requested to receive printed proxy materials, your proxy card. You may change or revoke your proxy at any time before it is voted at the meeting.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7616164