-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFyr0n8p48AL4uuZpHCqMLf0foVs/n1krXNNIdsNQ9SDTuUAFZxzK+MjgWbvHp3G takYnMJtQAh2s9gAlAnKCg== 0000909518-04-000990.txt : 20041217 0000909518-04-000990.hdr.sgml : 20041217 20041217162515 ACCESSION NUMBER: 0000909518-04-000990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH SERVICES INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 041211662 BUSINESS ADDRESS: STREET 1: 6950 COLUMBIA GATEWAY STREET 2: STE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4109531000 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 jd12-17_8k.txt UNITED STATES 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 (Date of earliest event reported): DECEMBER 14, 2004 MAGELLAN HEALTH SERVICES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 16 MUNSON ROAD FARMINGTON, CONNECTICUT 06032 (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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On December 14, 2004, Mark L. Hilson, a Director, tendered his resignation, effective December 17, 2004 in order to permit the Board to add a member with extensive health care industry background. The Board of Directors accepted Mr. Hilson's resignation and, upon the recommendation of all of the Company's independent directors and all of the Company's remaining Class 1 Directors and Class 2 Directors, the Board of Directors elected Barry M. Smith as a new Director, effective December 17, 2004. Mr. Smith will serve as a Class 1 Director, a class of Directors whose term expires at the Company's 2006 annual meeting of stockholders. There was no arrangement or understanding between Mr. Smith and any other persons pursuant to which Mr. Smith was selected as a director and there are no related party transactions between Mr. Smith and the Company. A copy of the Company's press release announcing the election of Mr. Smith is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press release of Magellan Health Services, Inc., dated December 17, 2004 2 SIGNATURES ---------- 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 ----------------------------------------- Name: Mark S. Demilio Title: Executive Vice President and Chief Financial Officer Dated: December 17, 2004 3 EXHIBIT INDEX ------------- EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press release of Magellan Health Services, Inc. dated December 17, 2004 4 EX-99 2 jd12-17ex_99.txt 99.1 EXHIBIT 99.1 [Magellan Health Services logo] NEWS RELEASE 16 Munson Road Farmington, CT 06302 www.MagellanHealth.com FOR IMMEDIATE RELEASE - --------------------- INVESTOR CONTACT: Melissa Rose 877-645-6464 MEDIA CONTACT: Erin Somers 410-953-2405 MAGELLAN HEALTH SERVICES ELECTS BARRY M. SMITH TO BOARD OF DIRECTORS - -------------------------------------------------------------------------------- FARMINGTON, Conn. - December 17, 2004 - Magellan Health Services, Inc. (Nasdaq:MGLN), the nation's leading manager of behavioral health care services, announced today that its Board of Directors has elected Barry M. Smith to the Board. Smith replaces Mark Hilson of Onex Corporation, who resigned earlier this week. "We are very pleased to welcome Barry Smith to Magellan's Board of Directors," said Steven J. Shulman, chairman and CEO of the Company. "Barry's extensive experience leading a variety of health care organizations will be an effective complement to the skills and expertise of our other directors and the management team. His thorough understanding of the health care industry, interest in mental health care and strong commitment to improving individuals' lives will serve Magellan and its stakeholders well." Commenting on Hilson's resignation, Shulman added, "I thank Mark for his service to Magellan as a member of the Board and for his selfless cooperation with the Board's desire to add a member with extensive health care industry background. Onex has played an important role in our efforts to attract additional expertise to the Board and I appreciate their support." Smith will fill Hilson's unexpired term as a Class 1 director of Magellan. Class 1 directors of the Company are elected by vote of the holders of the Company's Multi-Vote Common Stock, i.e., Onex Partners, an affiliate of Onex Corporation. Smith is the founder, chairman and chief executive officer of Bon Travay, S.A., a charitable organization dedicated to health care and educational efforts in Third World countries. Prior to founding Bon Travay, he founded and served as chairman, president and CEO of Vista Care Services, a national provider of hospice services. Earlier in his career, Smith served as chairman and CEO of Value Rx, Inc., then one of the country's largest pharmacy benefit management companies, and, prior to that, served as vice president of operations for PCS Health Systems, also a pharmacy benefit management firm. Smith earned a bachelor's degree in finance from the University of Utah. He is a member of the board of the Institute of Mental Health Research, a public and private partnership sponsored by the University of Arizona, Arizona State University, the State of Arizona and Barrows Neurological Institute. He also serves on the boards of the Ambassador's Council of Freedom From Hunger, a leading worldwide micro-credit provider to poverty-stricken women in Third World countries, and VistaCare Foundation, an organization dedicated to advancing end of life care issues. Smith also serves on the board of directors of Inpatient Consultants, Inc., the nation's largest provider of hospitalist services delivering patient care in acute care hospitals. About Magellan: Headquartered in Farmington, Conn., Magellan Health Services (Nasdaq:MGLN) is the country's leading managed behavioral health care organization. Its customers include health plans, corporations and government agencies. # # # -----END PRIVACY-ENHANCED MESSAGE-----