SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Magellan Health Services, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 58-1076937
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
6950 Columbia Gateway Drive Suite 400
Columbia, Maryland 21046
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
upon filing pursuant to General upon filing pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [x]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to Purchase Ordinary Common Stock
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
CORRECTION TO THE EXERCISE PRICE OF THE WARRANTS
On January 7. 2004, Magellan Health Services, Inc. ("Magellan" or the
"Company") amended the terms of certain of its warrants to correct their
exercise price to be $30.46.
The Company and Wachovia Bank, National Association, as Warrant Agent
(the "Warrant Agent"), entered into a Warrant Agreement, dated as of January 5,
2004 (the "Warrant Agreement"), substantially in the form of exhibit 2.5 to the
Current Report on Form 8 K of the Company dated January 6, 2004, to create and
provide for the issuance by the Company of 570,826 warrants (the "Warrants") to
purchase shares of Ordinary Common Stock, par value $ 0.01 per share, of the
Company (the "Common Stock"). This issuance of the Warrants was required by the
Third Amended Joint Plan of Reorganization of the Company and certain of its
subsidiaries (the "Chapter 11 Plan"), as confirmed by order of the U.S.
Bankruptcy Court for the Southern District of New York filed by the court on
October 8, 2003 (the "Confirmation Order").
However, in connection with the consummation of the Chapter 11 Plan
and the preparation of the definitive form of the Warrant Agreement as executed,
a clerical error was made in calculating the per share purchase price of a share
of Common Stock pursuant to the Warrants that is to be applicable in accordance
with the Chapter 11 Plan. Specifically, in Section 1 of the Warrant Agreement,
in the definition of the "Exercise Price" of a Warrant, the amount of $30.20
appeared which did not accord with the requirements of the Chapter 11 Plan and
the Confirmation Order with respect to the exercise price of the Warrants. To
remedy such error, and in accordance with Section 14.4(b) of the Warrant
Agreement which governs amendments thereto to cure manifest errors, the Company
and the Warrant Agent entered into Amendment No. 1 to the Warrant Agreement,
dated as of January 7, 2004, to amend the definition of the "Exercise Price" of
a warrant to be the correct amount of $30.46. No other terms of the Warrants
were amended. In addition, and only in order to avoid confusion regarding the
terms of the Warrant Agreement, the amended Warrant Agreement was also restated
as an Amended and Restated Warrant Agreement on January 7, 2004.
ITEM 2. EXHIBITS
Exhibit
No. Description
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1 Amendment No. 1, dated as of January 7, 2004, to the
Warrant Agreement dated as of January 5, 2004 between
Magellan Health Services, Inc. and Wachovia Bank, National
Association, as Warrant Agent, which was filed as Exhibit
10.1 to the Company's Current Report on Form 8-K dated
January 5, 2004 and is incorporated herein by reference
2
Exhibit
No. Description
--- -----------
2 Amended and Restated Warrant Agreement, dated as of
January 5, 2004, between Magellan Health Services, Inc.
and Wachovia Bank, National Association, as Warrant Agent,
which was filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K dated January 5, 2004 and is
incorporated herein by reference
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 7, 2004
Magellan Health Services, Inc.
By: /s/ Mark S. Demilio
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Mark S. Demilio
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
--- -----------
1 Amendment No. 1, dated as of January 7, 2004, to the
Warrant Agreement dated as of January 5, 2004 between
Magellan Health Services, Inc. and Wachovia Bank, National
Association, as Warrant Agent, which was filed as Exhibit
10.1 to the Company's Current Report on Form 8-K dated
January 5, 2004 and is incorporated herein by reference
2 Amended and Restated Warrant Agreement, dated as of
January 5, 2004, between Magellan Health Services, Inc.
and Wachovia Bank, National Association, as Warrant Agent,
which was filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K dated January 5, 2004 and is
incorporated herein by reference
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