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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 20, 2004
PEDIATRIX MEDICAL GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 0-26762 65-0271219
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1301 Concord Terrace
Sunrise, Florida 33323-2825
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(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code: (954) 384-0175
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On May 20, 2004, Pediatrix Medical Group, Inc. (the "Company") issued a
press release announcing the election of Cesar L. Alvarez as Chairman of the
Board, the appointment of Enrique J. Sosa, Ph.D. to a new board seat, the
promotion of Joseph M. Calabro to President and Chief Operating Officer and
authorization of an extension of the employment contract for its Chief Executive
Officer, Roger J. Medel, M.D. The press release is attached as an exhibit hereto
and is incorporated herein by reference.
On May 21, 2004, the Company issued a press release announcing that its
Board of Directors authorized an additional share repurchase program of up to
$50 million to purchase shares of its common stock based upon general economic
and market conditions. The press release is attached as an exhibit hereto and is
incorporated herein by reference.
(c). Exhibits
99.1 Press Release of Pediatrix Medical Group, Inc., dated May 20, 2004.
99.2 Press Release of Pediatrix Medical Group, Inc., dated May 21, 2004.
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.
PEDIATRIX MEDICAL GROUP, INC.
Date: May 21, 2004 By: /s/ Karl B. Wagner
-------------------------
Karl B. Wagner
Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press release dated May 20, 2004.
99.2 Press release dated May 21, 2004.
Exhibit 99.1
Cesar L. Alvarez Elected Chairman of Pediatrix Board; Enrique J. Sosa, Ph.D.,
Joins Board; Joseph M. Calabro Promoted to President, COO
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--May 20, 2004--Pediatrix Medical
Group Inc. (NYSE:PDX) announced that at its Board of Directors Meeting today
Cesar L. Alvarez was elected Chairman of the Board, Enrique J. Sosa, Ph.D., was
appointed to a newly created seat on the Board, and Joseph M. Calabro was
promoted to President and Chief Operating Officer.
Roger J. Medel, M.D., Pediatrix's co-founder, retains the title of Chief
Executive Officer. The Board of Directors authorized an extension of his
contract for five additional years.
Mr. Alvarez, 56, is President and Chief Executive Officer of Greenberg
Traurig, P.A., an international law firm with approximately 1,100 lawyers and
government professionals in 24 offices in the U.S. and Europe. He has served as
an outside director of Pediatrix since March 1997. Mr. Alvarez also serves on
the Board of Atlantis Plastics, Inc. and Watsco, Inc.
Dr. Sosa, 64, retired in April 1999 as President of BP Amoco Chemicals, and
was Senior Vice President of Amoco Corporation from 1995 through 1998. He was
Senior Vice President of The Dow Chemical Company and President of Dow North
America and a member of its Board of Directors. He joined Dow in 1964. Dr. Sosa
has served as a member of the Board of Directors of FMC Corp., a diversified
global chemical company, since 1999, and since 2000 has served as a member of
the Board of Directors of DSM, N.V., a life sciences, industrial materials and
chemicals' company based in The Netherlands. He has previously served on the
Board of Directors of Electronic Data Systems, Dow Corning Corporation and
Destec Energy, Inc. Dr. Sosa's nomination by President George W. Bush to serve a
five-year term on the Board of Directors of Amtrak is pending confirmation by
the U.S. Senate. With Dr. Sosa's appointment, Pediatrix's Board has been
expanded to eight members.
"With the expanded role by Cesar Alvarez, and the additions of Enrique Sosa
and Larry Mullen, who was elected to the Board by our shareholders today, we
bring to our Board significant business experience, strategic leadership and a
strong mix of skills from a variety of industries," said Dr Medel. "We are
confident in our Board's ability to advance the long-term interests of our
shareholders as we continue to execute our growth strategy."
Mr. Calabro, 43, joined Pediatrix in 1996 as Chief Information Officer. He
has served as Chief Operating Officer since May 2000. Prior to joining Pediatrix
he was Director of Information Technology for the Ambulatory Surgery Group of
HCA.
"Joe has been a valued member of our senior management team, leading the
development of our successful regional strategy, which has had an ongoing
positive impact on our strong operating results over the past several years,"
Dr. Medel said. "We look forward to his continued contributions in this new
leadership position, and I'm looking forward to working with Joe as I continue
in my role as Chief Executive Officer for the foreseeable future."
Earlier today at the Company's Annual Meeting of Shareholders, Pediatrix
shareholders elected all of the nominees for its Board of Directors to serve
until the Annual Meeting of Shareholders in 2005. Mr. Alvarez, Waldemar A.
Carlo, M.D., Michael B. Fernandez, Roger K. Freeman, M.D., Paul G. Gabos, and
Dr. Medel were each re-elected to the Board, and Lawrence M. Mullen was elected
as a new director.
About Pediatrix
Pediatrix was founded in 1979. Pediatrix physicians are reshaping the
delivery of maternal-fetal, newborn and pediatric subspecialty care, identifying
best demonstrated processes and participating in clinical research to enhance
patient outcomes and provide high-quality, cost-effective care. Its neonatal
physicians provide services at more than 200 neonatal intensive care units, and
through Obstetrix, its maternal-fetal physicians provide services in many
markets where Pediatrix's neonatal physicians practice. Combined, Pediatrix and
its affiliated professional corporations employ more than 700 physicians in 31
states and Puerto Rico. Pediatrix is also the nation's largest provider of
newborn hearing screens and the largest private provider of newborn metabolic
screening. Additional information is available at http://www.pediatrix.com.
Certain statements and information in this press release may be deemed to
be "forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
include, but are not limited to, statements relating to our objectives, plans
and strategies, and all statements (other than statements of historical facts)
that address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking
statements. These statements are often characterized by terminology such as
"believe", "hope", "may", "anticipate", "should", "intend", "plan", "will",
"expect", "estimate", "project", "positioned", "strategy" and similar
expressions, and are based on assumptions and assessments made by Pediatrix's
management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they
believe to be appropriate. Any forward-looking statements in this press release
are made as of the date hereof, and Pediatrix undertakes no duty to update or
revise any such statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Important factors that
could cause actual results, developments, and business decisions to differ
materially from forward-looking statements are described in Pediatrix's most
recent Annual Report on Form 10-K, including the section entitled "Risk
Factors".
CONTACT: Pediatrix Medical Group Inc., Fort Lauderdale
Bob Kneeley, 954-384-0175, x-5300
bob_kneeley@pediatrix.com
Exhibit 99.2
Pediatrix Authorizes Additional $50 Million Share Repurchase Program
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--May 21, 2004--Pediatrix Medical
Group, Inc. (NYSE:PDX), the nation's largest provider of newborn and
maternal-fetal physician services, today announced that its Board of Directors
has authorized the repurchase of up to an additional $50 million of the
Company's common stock.
The share repurchase program is effective immediately and permits the
Company to make open market purchases from time-to-time based upon general
economic and market conditions.
"We continue to achieve excellent financial results, we are in a very solid
financial position, and we remain optimistic about our prospects for continued
growth," said Roger J. Medel, M.D., Chief Executive Officer of Pediatrix. "We
believe that with the combination of our existing cash, our ongoing cash flow
from operations, and our available line of credit, we have sufficient access to
capital to continue to fund acquisitions while moving forward with this new
share repurchase program."
Pediatrix remains confident in its ability to meet its previously issued
earnings guidance for 2004. The Company is not adjusting guidance to reflect
this repurchase program because it is not able to predict the timing of share
repurchases. That guidance includes contributions from group practice
acquisitions, and Pediatrix remains comfortable with its ability to meet
acquisition targets. Pediatrix has paid cash to acquire five physician group
practices this year.
At March 31, 2004, the Company had cash and cash equivalents of more than
$24 million, debt of less than $2 million, and an unused line of credit of $100
million.
Pediatrix has completed three previously authorized share repurchase
programs since June 2002, using $150 million of its cash to purchase
approximately 4.7 million shares.
About Pediatrix
Pediatrix was founded in 1979. Pediatrix physicians are reshaping the
delivery of maternal-fetal, newborn and pediatric subspecialty care, identifying
best demonstrated processes and participating in clinical research to enhance
patient outcomes and provide high-quality, cost-effective care. Its neonatal
physicians provide services at more than 200 neonatal intensive care units, and
through Obstetrix, its maternal-fetal physicians provide services in many
markets where Pediatrix's neonatal physicians practice. Combined, Pediatrix and
its affiliated professional corporations employ more than 700 physicians in 31
states and Puerto Rico. Pediatrix is also the nation's largest provider of
newborn hearing screens and the largest private provider of newborn metabolic
screening. Additional information is available at http://www.pediatrix.com.
Certain statements and information in this press release may be deemed to
be "forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
include, but are not limited to, statements relating to our objectives, plans
and strategies, and all statements (other than statements of historical facts)
that address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking
statements. These statements are often characterized by terminology such as
"believe", "hope", "may", "anticipate", "should", "intend", "plan", "will",
"expect", "estimate", "project", "positioned", "strategy" and similar
expressions, and are based on assumptions and assessments made by Pediatrix's
management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they
believe to be appropriate. Any forward-looking statements in this press release
are made as of the date hereof, and Pediatrix undertakes no duty to update or
revise any such statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Important factors that
could cause actual results, developments, and business decisions to differ
materially from forward-looking statements are described in Pediatrix's most
recent Annual Report on Form 10-K, including the section entitled "Risk
Factors".
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, 954-384-0175, x-5300
Director, Investor Relations
bob_kneeley@pediatrix.com