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