Pediatrix Medical Group, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 9, 2006
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida
(State or other jurisdiction of incorporation)
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001-12111
Commission File
Number
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65-0271219
(IRS Employer
Identification No.) |
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1301 Concord Terrace |
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Sunrise, FL
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33323 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (954) 384-0175
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 Principal Officers; Election of Directors; Appointment of
Principal Officers.
On March 3, 2006, the Board of Directors of Pediatrix Medical Group, Inc. (the Company) appointed
Pascal J. Goldschmidt, M.D. to serve as a director of the Company. The appointment, which will be
effective as of March 13, 2006, increases the size of the Companys Board of Directors to nine (9)
members. A copy of the press release announcing Dr. Goldschmidts appointment is attached as an
exhibit hereto and incorporated herein by reference.
There are no arrangements or understandings between Dr. Goldschmidt and any other person pursuant
to which Dr. Goldschmidt was elected as a Director, other than the Companys compensation
arrangements and plans for non-employee Directors and the Companys other policies and procedures
which are generally applicable to Directors.
It has not yet been determined on which committees of the Board of Directors Dr. Goldschmidt
will serve.
Since the beginning of the Companys last fiscal year, the Company and its subsidiaries have not
engaged in any transactions, and there are no proposed transactions, or series of similar
transactions, in which Dr. Goldschmidt had a direct or indirect material interest.
Item 9.01. Financial Statements and Exhibits.
Item 9.01(a) Financial Statements of businesses acquired:
Not applicable.
Item 9.01(b) Pro Forma Financial Information:
Not applicable.
Item 9.01(c) Exhibits:
99.1 Press Release of Pediatrix Medical Group, Inc. dated March 9, 2006.
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SIGNATURES
Pursuant of 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.
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PEDIATRIX MEDICAL GROUP, INC.
(Registrant)
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Date: March 9, 2006 |
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/s/ Thomas W. Hawkins
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Thomas W. Hawkins |
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Senior Vice President,
General Counsel and
Secretary |
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(c) Exhibits
99.1 Press Release of Pediatrix Medical Group, Inc., dated March 9, 2006.
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Press Release
EXHIBIT 99.1
FOR MORE INFORMATION:
Bob Kneeley
Director, Investor Relations
954-384-0175, x-5300
bob_kneeley@pediatrix.com
FOR IMMEDIATE RELEASE
Pascal Goldschmidt, M.D., Appointed to Pediatrixs
Board of Directors
FORT LAUDERDALE, FLORIDA, March 9, 2006 Pediatrix Medical Group, Inc. (NYSE: PDX) today
announced that it has appointed Pascal J. Goldschmidt, M.D., to a newly created seat on its Board
of Directors. Pediatrix is the nations leading provider of newborn, maternal-fetal and pediatric
subspecialty physician services.
Dr. Goldschmidt, 51, was recently appointed as Senior Vice President for Medical Affairs and
Dean of the University of Miamis Leonard M. Miller School of Medicine. Dr. Goldschmidt is a
cardiologist who has conducted extensive research that applies genomics and cell therapy to the
prevention, diagnosis and treatment of coronary artery disease. Before accepting his appointment
at the University of Miami, Dr. Goldschmidt was Chairman of the Department of Medicine at Duke
University Medical Center.
Pascal Goldschmidt brings to our board a valuable combination of experiences that include his
global recognition in biomedical research, his expertise as a clinician, and his proven
capabilities as a healthcare administrator, said Cesar L. Alvarez, Chairman of the Board of
Directors of Pediatrix. We look forward to his contributions as a member of Pediatrixs Board of
Directors.
While at Duke, Dr. Goldschmidt oversaw the universitys largest department, a $250 million
enterprise with 350 full-time physician faculty members, 80 Ph.D.s, 300 trainees and 1,200 staff
members.
With Dr. Goldschmidts appointment, Pediatrixs Board of Directors has been expanded to nine
members. Dr. Goldschmidt and other Pediatrix Directors are expected to stand for election at the
Companys Annual Meeting of Shareholders, May 4, 2006.
About Pediatrix
Pediatrix Medical Group, Inc. is the nations 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 Pediatrixs
neonatal physicians practice. Combined, Pediatrix and its affiliated professional corporations
employ more than 850 physicians in 32 states and Puerto Rico. Pediatrix is also the nations
largest provider of newborn hearing screens and newborn metabolic screening. Additional information
is available at www.pediatrix.com.
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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 Pediatrixs 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 Pediatrixs most
recent Annual Report on Form 10-K, including the section entitled Risk Factors.