UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
MAY 9, 2005
MAGELLAN HEALTH SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-6639 58-1076937
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
16 MUNSON ROAD 06032
FARMINGTON, CONNECTICUT
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 507-1900
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE
On May 9, 2005, Magellan Health Services, Inc. announced that two
of its stockholders planned to publicly offer 4,250,000 shares of the Company's
Ordinary Common Stock that were previously registered on the Company's shelf
registration statement filed with the U.S. Securities and Exchange Commission
(the "SEC") on November 5, 2004 and subsequently amended and declared effective
by the SEC on May 4, 2005. Magellan Holdings L.P., which currently holds
8,505,600 of the shares of Magellan's Multiple and Variable Vote Restricted
Convertible Common Stock (representing approximately 24.0 percent of Magellan's
outstanding common stock), is offering 4,209,000 of its shares. Magellan
Holdings has advised that it has no present intention to dispose of the
4,296,600 shares (representing approximately 12.1 percent of Magellan's
outstanding common stock) that it currently holds and is not offering for sale.
A copy of the press release is attached as Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release of Magellan Health Services, Inc., dated
May 9, 2005
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SIGNATURES
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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 hereunto duly authorized.
MAGELLAN HEALTH SERVICES, INC.
By: /s/ Mark S. Demilio
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Name: Mark S. Demilio
Title: Chief Financial Officer
Dated: May 9, 2005
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release of Magellan Health Services, Inc., dated
May 9, 2005
4