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):
NOVEMBER 7, 2005
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.)
55 NOD ROAD
AVON, CONNECTICUT 06001
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Magellan Health Services, Inc. (the "Company") announced today an
amendment to the employment agreement dated September 5, 2003 between the
Company and Jeffrey D. Emerson, an executive officer of the Company who has
served as Chief Information Officer. The amendment provides that Mr. Emerson
will serve as the interim Executive Vice President in charge of the Employer
Solutions segment and that his employment will terminate upon completion of his
duties in such position. In addition to his existing rights under the
agreement upon a termination of employment, the amendment also provides for a
minimum performance bonus under the Company's existing 2005 Short Term Incentive
Plan with respect to 2005, assuming satisfaction of the other conditions for
receipt of a performance bonus, and in the event of a termination without cause
by the Company prior to March 15, 2006, acceleration of vesting of all options
that would have vested by such date. A copy of the amendment is attached as an
exhibit hereto. Mr. Emerson's employment agreement, as amended, may be deemed a
material agreement of the Company in accordance with S.E.C. regulations.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
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10.1 Amendment of Employment Agreement with Jeffrey D. Emerson,
dated as of November 7, 2005.
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: November 7, 2005
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