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): July 19, 2005
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 001-12111 65-0271219
(State or other jurisdiction Commission File (IRS Employer
of incorporation) Number Identification No.)
1301 Concord Terrace
Sunrise, FL 33323
(Address of principal executive offices) (Zip Code)
Registrant's 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:
|_| 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))
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Item 2.02. Results of Operations and Financial Condition.
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On July 19, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a press
release ("Press Release") announcing that it expects earnings per share of $1.14
for the three months ended June 30, 2005. A copy of the Press Release is
attached hereto as Exhibit 99.1 and is incorporated in this Current Report by
reference.
Item 9.01. Financial Statements and Exhibits.
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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 July 19,
2005.
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.
PEDIATRIX MEDICAL GROUP, INC.
(Registrant)
Date: July 19, 2005 By: /s/ Karl B. Wagner
----------------------------
Karl B. Wagner
Chief Financial Officer
(c) Exhibits
99.1 Press Release of Pediatrix Medical Group, Inc., dated
July 19, 2005.
Exhibit 99.1
Pediatrix Announces 2005 Restricted Stock Grant,
Expects 2005 Second Quarter EPS of $1.14
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--July 19, 2005--Pediatrix
Medical Group, Inc. (NYSE:PDX) today announced that its Board of
Directors has approved the award of approximately 335,000 shares of
restricted stock to key employees under the Company's 2004 Incentive
Compensation Plan effective July 14, 2005. As a result of this award,
the Company expects to recognize equity compensation expense, before
taxes, of $4.6 million and $5.5 million for the 2005 third and fourth
quarters, respectively.
Pediatrix had delayed its 2005 equity-based compensation grant as
Pediatrix's Board of Directors restructured the Company's equity-based
compensation in anticipation of new accounting rules for equity-based
compensation.
Pediatrix also announced that it expects earnings per share of
$1.14 for the 2005 second quarter, reflecting better-than-expected
same-unit revenue growth as well as timing benefits from an
accelerated pace of physician group practice acquisitions completed
during the first half of 2005.
Pediatrix will report financial results for the three months ended
June 30, 2005, on August 3, 2005. During an investor conference call,
Pediatrix management expects to discuss earnings guidance for the 2005
third and fourth quarters. The conference call will be webcast, and
will be available on Pediatrix's Web site, http://www.pediatrix.com.
About Pediatrix
Pediatrix was founded in 1979. Pediatrix physicians and advanced
nurse practitioners are reshaping the delivery of maternal-fetal and
newborn 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 220 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 790 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 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, Fort Lauderdale
Bob Kneeley, 954-384-0175, x-5300
bob_kneeley@pediatrix.com