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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 and Exchange Act of 1934
Date of Report (date of earliest event reported): January 5, 2007
PEDIATRIX MEDICAL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1301 Concord Terrace
Sunrise, Florida 33323
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(Address of principal executive office)
Registrant's telephone number, including area code (954) 384-0175
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On January 5, 2007, the Company issued a press release (the "Press
Release") announcing an update with respect to its previously disclosed internal
voluntary review of its historical stock option practices. A copy of the Press
Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
hereby incorporated by reference in its entirety.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1-- Press Release dated January 5, 2007.
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: January 5, 2007 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 5, 2007.
Exhibit 99.1
Pediatrix Provides Update on Stock Option Review
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Jan. 5, 2007--Pediatrix Medical
Group, Inc., (NYSE:PDX) today announced that it has been notified that the U.S.
Attorney's office in Miami is in the initial stages of an investigation of the
Company's stock option grant practices, which are the subject of a previously
announced review by the Company's Audit Committee. Pediatrix intends to
cooperate fully with the U.S. Attorney's office on this matter. The Audit
Committee is working to complete its review as soon as possible.
About Pediatrix
Pediatrix Medical Group, Inc. is the nation's leading provider of newborn,
maternal-fetal and pediatric physician subspecialty services. Pediatrix
physicians and advanced nurse practitioners are reshaping the delivery of
maternal-fetal and newborn care by identifying best demonstrated processes and
participating in clinical research to enhance patient outcomes and provide
high-quality, cost-effective care. Founded in 1979, its neonatal physicians
provide services at more than 240 NICUs, and through Obstetrix, its perinatal
physicians provide services in many markets where Pediatrix's neonatal
physicians practice. Combined, Pediatrix and its affiliated professional
corporations employ more than 900 physicians in 32 states and Puerto Rico.
Pediatrix is also the nation's largest provider of newborn hearing screens and
newborn metabolic screening. Additional information is available at
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". Additional factors include, but are not limited to, uncertainties
related to: the time needed to complete the Audit Committee's inquiry into
historic stock option grant practices; whether or not the Audit Committee's
inquiry will require the restatement of Pediatrix financial statements; the
financial reporting impact of improperly dated stock options; the tax effects of
improperly dated stock options; the potential discovery of accounting errors or
other adverse facts; and possible litigation or regulatory action resulting from
the SEC's or U.S. Attorney's investigations of Pediatrix stock option granting
practices.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, Director, Investor Relations
954-384-0175, x-5300
bob_kneeley@pediatrix.com