0001104659-13-041330.txt : 20130514 0001104659-13-041330.hdr.sgml : 20130514 20130514152323 ACCESSION NUMBER: 0001104659-13-041330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130514 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH SERVICES INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 13841235 BUSINESS ADDRESS: STREET 1: 6950 COLUMBIA GATEWAY STREET 2: STE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4109531000 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 a13-12353_18k.htm 8-K

 

 

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 14, 2013

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

On May 14, 2013, Magellan Health Services, Inc. (the “Company”) and its Executive Chairman of the Board, René Lerer, M.D., entered into an amendment to his employment agreement dated December 10, 2012 (the “Agreement”) to delete a provision in the Agreement that gives Dr. Lerer the right to terminate his employment with the Company, with or without cause, and receive severance pay as described in the Agreement within thirty days following the six month anniversary of a change in control of the Company. This provision is commonly known as a “modified single trigger” for severance pay upon a change in control.  The amendment eliminates the “modified single trigger.”   The Company has no other agreements with employees containing a “modified single trigger” for severance pay upon a change in control of the Company.

 

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.

 

(d)           Exhibits:

 

Exhibit Number

 

Description

10.1

 

Employment agreement, as amended and restated, dated May 14, 2013, between the Company and René Lerer.

 

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.

 

 

Date: May 14, 2013

By:

/s/ Jonathan N. Rubin

 

 

Name:

Jonathan N. Rubin

 

 

Title:

Executive Vice President and

 

 

 

Chief Financial Officer

 

3

 EX-10.1 2 a13-12353_1ex10d1.htm EX-10.1

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This AMENDMENT TO EMPLOYMENT AGREEMENT, dated May 14 , 2013 (“Amendment”), is made and entered into by and between René Lerer, M.D. (“Executive”) and Magellan Health Services, Inc. on behalf of itself and its subsidiaries and affiliates (collectively referred to herein as “Employer”).

 

WHEREAS, Executive and Employer entered into an Employment Agreement dated December 10, 2012 (the Employment Agreement”); and

 

WHEREAS, Executive and Employee desire to amend such Employment Agreement;

 

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment to Employment Agreement, the parties agree as follows:

 

1.              Amendment: Executive and Employer agree that clause (v) of the definition of “Good Reason” that immediately follows Section 6. (d)(vii) in the Employment Agreement be deleted from such definition  of “Good Reason” such that the words  “for any reason by executive during the 30-day period immediately following the six-month anniversary of a change in Control (whether or not Executive consented to such Change in Control)” are deleted in their entirety from the Employment Agreement.

 

2.              Miscellaneous: Except as otherwise specifically amended pursuant to the terms of the Amendment. The Employment Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the date first above written.

 

 

Executive:

Employer:

 

 

 

Magellan Health Services, Inc.

 

 

 

/s/ Michael S. Diament

Rene Lerer, M.D.

 

 

 

/s/ Rene Lerer

 

Michael S. Diament, Compensation Committee Chair