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