-----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, UvECvuNvKadtQaFLLKMNk3+V1MEJ/BBlPXsbQwrI4QUtiCZS9NOmXelv+npzlJB6 FNvu9I42p99Dft33SmOo8Q== 0000909518-05-000344.txt : 20050518 0000909518-05-000344.hdr.sgml : 20050518 20050518155906 ACCESSION NUMBER: 0000909518-05-000344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 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: 05841803 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 jd5-18_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): May 17, 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 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 7.01. Regulation FD Disclosure. On May 17, 2005, Magellan Health Services, Inc. issued a press release announcing that a total of 4.25 million shares of its Ordinary Common Stock will be sold in a previously announced secondary offering at a price of $30.50 per share. The offering is expected to close Friday, May 20, 2005. In connection with the secondary offering, the underwriters were granted a 30-day over-allotment option to purchase up to an additional 637,500 shares at the same price per share. The Company will not receive any of the proceeds of the sales. 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 ----------- ----------- 99.1 Press release of Magellan Health Services, Inc., dated May 17, 2005 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/ Jeffrey N. West --------------------------- Name: Jeffrey N. West Title: Senior Vice President and Controller Dated: May 18, 2005 3 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 99.1 Press release of Magellan Health Services, Inc., dated May 17, 2005 4 EX-99 2 jd5-18ex99_1.txt 99.1 Exhibit 99.1 Press Release MAGELLAN HEALTH SERVICES ANNOUNCES PRICING OF SECONDARY OFFERING Tuesday May 17, 5:38 pm ET FARMINGTON, Conn.--May 17, 2005--Magellan Health Services, Inc. (Nasdaq:MGLN - News) today announced that a total of 4.25 million shares of its Ordinary Common Stock will be sold in a previously announced secondary offering at a price of $30.50 per share by Magellan Holdings L.P. and a co-investor. The offering is expected to close Friday, May 20, 2005. In connection with the secondary offering, the underwriters were granted a 30-day over-allotment option to purchase up to an additional 637,500 shares at the same price per share. The Company will not receive any of the proceeds of the sales. Upon the closing of the secondary offering, Magellan Holdings' ownership interest in Magellan Health Services will decline from approximately 24.0 percent of Magellan's outstanding common stock to approximately 12.1 percent of the Company's outstanding common stock. Assuming the exercise in full of the over-allotment option, Magellan Holdings' ownership interest in the Company would be approximately 10.3 percent. The shares sold by Magellan Holdings in the secondary offering will automatically convert on a share-for-share basis into Ordinary Common Stock from the Multiple and Variable Vote Restricted Convertible Common Stock currently owned by Magellan Holdings. Further, the remaining shares of Multiple and Variable Vote Restricted and Convertible Common Stock held by Magellan Holdings will cease to have special voting or other rights and in all material respects will be the same as the shares of Ordinary Common Stock held by all other stockholders of Magellan and, accordingly, all directors of the company will then be elected by both classes of stockholders voting together and having one vote per share. J.P. Morgan Securities Inc. acted as sole book-running manager; Banc of America Securities LLC acted as lead manager; and Deutsche Bank Securities Inc. and Lehman Brothers Inc. acted as co-managers in the secondary offering. This communication shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Shares are offered only pursuant to a prospectus. Copies of the prospectus and accompanying prospectus supplement may be obtained from J.P. Morgan Securities Inc., Prospectus Department, 277 Park Avenue, New York, NY 10172. The prospectus and prospectus supplement may also be obtained from the Securities and Exchange Commission through the SEC Web site at www.sec.gov. About Magellan: Headquartered in Farmington, Conn., Magellan Health Services (Nasdaq:MGLN - News) is the country's leading behavioral health disease management organization. Its customers include health plans, corporations and government agencies. Contact: Magellan Health Services, Inc., Farmington Investor Contact: Melissa Rose, 877-645-6464 or Media Contact: Erin Somers, 410-953-2405 -----END PRIVACY-ENHANCED MESSAGE-----