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MAGELLAN HEALTH SERVICES : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

06/04/2014 | 03:52pm US/Eastern

Item 5.03 Amendment of Articles of Incorporation or By-Laws.

Magellan Health Services, Inc. (the "Company") has changed its name to Magellan Health, Inc. The change in name was accomplished pursuant to Section 253 of the Delaware General Corporation Law by merging a wholly-owned subsidiary of the Company with and into the Company, with the Company remaining as the surviving corporation in the merger. The Company amended Article FIRST of the Company's Amended and Restated Certificate of Incorporation to change its corporate name to Magellan Health, Inc. pursuant to a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on June 4, 2014. A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.1 and incorporated herein by reference. The merger was effective on June 4, 2014.

Also on June 4, 2014, the Bylaws of the Company were amended and restated to reflect the name change to Magellan Health, Inc. A copy of the Bylaws, as amended and restated, is attached hereto as Exhibit 3.2 and incorporated herein by reference.

The merger and resulting name change do not affect the Company's trading symbol, its CUSIP, nor the rights of its security holders, creditors, customers or suppliers. Other than the name change, the Company did not make any changes to its Certificate of Incorporation or Bylaws.

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:

Number                             Description
3.1       Certificate of Ownership and Merger dated June 4, 2014
3.2       Bylaws of the Company as amended and restated on June 4, 2014.
99.1      Registrant's press release dated June 4, 2014.



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