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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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(State of incorporation or organization) (I.R.S. employer
identification no.)
3414 Peachtree Road, N.E.
Suite 1400
Atlanta, Georgia 30326
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(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. /X/
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
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Common Stock, New York Stock Exchange
$0.25 par value per share
11 1/4% Series A Senior New York Stock Exchange
Subordinated Notes due 2004
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK. The description of the Common Stock, par value $0.25
per share, of Magellan Health Services, Inc. (the "Registrant") found under
the caption "Description of New Securities -- Description of New Common
Stock" on pages 280 through 282 of the Information Statement/Prospectus and
Solicitation of Plan Acceptances (the "Information Statement/Prospectus")
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.
SERIES A SENIOR SUBORDINATED NOTES. The description of the Registrant's
11 1/4% Series A Senior Subordinated Notes due 2004 (the "Notes"), found
under the caption "Description of the New Notes" on pages 69 through 88 of
the Prospectus filed as part of Amendment No. 3 to the Registrant's
Registration Statement on Form S-4, Registration No. 33-53701, filed with the
Securities and Exchange Commission on September 16, 1994 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 Common Stock and Notes 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.
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4.4 Indenture, dated as of May 2, 1994, among the Registrant, the Guarantors
listed therein and Marine Midland Bank, as Trustee relating to the Notes.
4.5 Purchase Agreement, dated April 22, 1994, between the Registrant and Bear,
Stearns & Co. Inc. and BT Securities Corporation.
4.6 Exchange and Registration Rights Agreement, dated April 22, 1994, between
the Registrant and Bear, Stearns & Co. Inc. and BT Securities Corporation.
4.7 Indenture Supplement No. 1, dated June 3, 1994, among the Registrant, the
Guarantors listed therein and Marine Midland Bank, as Trustee, relating to
the Registrant's 11 1/4% Series A Senior Subordinated Notes due April 15,
2004, together with a schedule identifying substantially similar documents
pursuant to Instruction 2 to Item 601 of Regulation S-K.
4.8 Indenture Supplement No. 3 , dated August 30, 1994, among the Company, the
Guarantors listed therein and Marine Midland Bank, as Trustee, relating to
the Registrant's 11 1/4% Series A Senior Subordinated Notes due April 15,
2004.
5.1 Copy of form of Common Stock certificate.
6.1 Copy of the Registrant's Annual Report to Stockholders for its fiscal year
ended September 30, 1995.
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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
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Howard McLure
Title: Vice President and Controller
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INDEX OF EXHIBITS
Exhibit
Number Description of Exhibits
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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 Indenture, dated as of May 2, 1994, among the
Registrant, the Guarantors listed therein and Marine
Midland Bank, as Trustee relating to the Notes.
4.5 Purchase Agreement, dated April 22, 1994, between the
Registrant and Bear, Stearns & Co. Inc. and BT
Securities Corporation.
4.6 Exchange and Registration Rights Agreement, dated April
22, 1994, between the Registrant and Bear, Stearns &
Co. Inc. and BT Securities Corporation.
4.7 Indenture Supplement No. 1, dated June 3, 1994, among
the Registrant, the Guarantors listed therein and
Marine Midland Bank, as Trustee, relating to the
Registrant's 11 1/4% Series A Senior Subordinated Notes
due April 15, 2004, together with a schedule
identifying substantially similar documents pursuant to
Instruction 2 to Item 601 of Regulation S-K.
4.8 Indenture Supplement No. 3 , dated August 30, 1994,
among the Company, the Guarantors listed therein and
Marine Midland Bank, as Trustee, relating to the
Registrant's 11 1/4% Series A Senior Subordinated Notes
due April 15, 2004.
5.1 Copy of form of Common Stock certificate.
6.1 Copy of the Registrant's Annual Report to Stockholders
for its fiscal year ended September 30, 1995.
