<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------
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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1076937
- ---------------------------------------- -------------------
(State of incorporation or organization) (I.R.S. employer
identification no.)
3414 Peachtree Road, N.E.
Suite 1400
Atlanta, Georgia 30326
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. / /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instructions A(c)(2), please check the
following box. / /
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
------------------- ------------------------------
Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement on Form 8-A relates to certain Share
Purchase Rights (the "Rights") that are attached to and trade with the shares
of the Common Stock, par value $0.25 per share, of Magellan Health Services,
Inc. (the "Registrant"). Initially, the Rights will not be exercisable,
separate certificates for Rights will not be sent to holders of Common Stock
and the Rights will trade automatically with the underlying shares of Common
Stock. The description of the Rights found under the caption "The
Restructuring -- Overview of the Restructuring -- Implementation of the
Rights Plan" on pages 90-92 of the Information Statement/Prospectus and
Solicitation of Plan Acceptances filed as part of the Registrant's Amendment
No. 4 to Registration Statement on Form S-4, Registration No. 33-39026, filed
with the Securities and Exchange Commission on April 23, 1992 is incorporated
herein by reference. A copy of such description is being filed with the
copies of this Registration Statement on Form 8-A being filed with The New
York Stock Exchange.
Item 2. EXHIBITS.
The Rights are to be registered on The New York Stock Exchange. There
are no other securities of the Registrant registered on The New York Stock
Exchange. Accordingly, the following exhibits required by Part II of the
Instructions as to Exhibits are hereby duly filed with each copy of this
Registration Statement on Form 8-A submitted to The New York Stock Exchange,
but are not filed with, or incorporated by reference in copies of this
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission:
1. Copy of the Registrant's Annual Report on Form 10-K for its fiscal year
ended September 30, 1996.
3. Copy of the Registrant's definitive Proxy Statement dated January 25, 1996
for its annual meeting of stockholders held on February 22, 1996.
4.1 Registrant's Restated Certificate of Incorporation, as filed in Delaware on
October 16, 1992.
4.2 Registrant's Certificate of Ownership and Merger merging Magellan Health
Services, Inc. (a Delaware corporation) into Charter Medical Corporation
(a Delaware corporation), as filed in Delaware on December 21, 1995.
4.3 Bylaws of the Registrant, as amended, effective May 19, 1995.
4.4 Form of Rights Agreement entered into between the Registrant and First
Union National Bank of North Carolina, N.A. in connection with the
consummation of the Registrant's plan of reorganization under chapter 11
of the United States Bankruptcy Code.
6.1 Copy of the Registrant's Annual Report to Stockholders for its fiscal year
ended September 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: December 27, 1996
MAGELLAN HEALTH SERVICES, INC..
By: /s/ Howard McLure
------------------------------------
Howard McLure
Title: Vice President and Controller
<PAGE>
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibits
- -------- -------------------------
1. Copy of the Registrant's Annual Report on Form 10-K for
its fiscal year ended September 30, 1996.
3. Copy of the Registrant's definitive Proxy Statement
dated January 25, 1996 for its annual meeting of
stockholders held on February 22, 1996.
4.1 Registrant's Restated Certificate of Incorporation, as
filed in Delaware on October 16, 1992.
4.2 Registrant's Certificate of Ownership and Merger
merging Magellan Health Services, Inc. (a Delaware
corporation) into Charter Medical Corporation (a
Delaware corporation), as filed in Delaware on December
21, 1995.
4.3 Bylaws of the Registrant, as amended, effective May 19,
1995.
4.4 Form of Rights Agreement entered into between the
Registrant and First Union National Bank of North
Carolina, N.A. in connection with the consummation of
the Registrant's plan of reorganization under
chapter 11 of the United States Bankruptcy Code.
6.1 Copy of the Registrant's Annual Report to Stockholders
for its fiscal year ended September 30, 1995.
