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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 14, 2003
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-26762 65-0271219
(Commission File Number) (I.R.S. employer identification no.)
1301 Concord Terrace
Sunrise, Florida 33323-2825
(Address of principal executive offices, including zip code)
(954) 384-0175
(Telephone number, including area code, of Registrant)
Item 5. Other Events
On May 14, 2003, Pediatrix Medical Group, Inc., issued a
press release titled "Pediatrix Acquires Nation's Largest
Independent Laboratory Specializing in Newborn Metabolic
Screening"
A copy of the press release is filed as an exhibit to this
report on Form 8-K and incorporated by reference herein.
Item 7(c). Exhibits
See Exhibit Index.
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.
Date: May 14, 2003 PEDIATRIX MEDICAL GROUP, INC.
By: /s/Karl B. Wagner
--------------------
Karl B. Wagner
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated May 14, 2003.
Exhibit 99.1
Pediatrix Acquires Nation's Largest Independent Laboratory
Specializing in Newborn Metabolic Screening
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--May 14, 2003--Pediatrix
Medical Group, Inc. (NYSE:PDX), has expanded its ability to provide
screening services to the nation's newborns, completing the
acquisition of Neo Gen Screening, Inc. Neo Gen Screening has developed
several proprietary processes to screen for the presence of genetic
disorders using small blood samples drawn during the first few days of
a baby's life.
Neo Gen Screening, based in suburban Pittsburgh, is the nation's
largest independent laboratory specializing in newborn metabolic
screening. It was a privately-held company founded by Edwin Naylor,
Ph.D., in 1994.
Pediatrix paid total consideration of $34 million in cash for Neo
Gen Screening and expects the acquisition will be immediately
accretive to Pediatrix's 2003 earnings per share. Neo Gen Screening
will operate as a wholly-owned subsidiary of Pediatrix, and Dr. Naylor
has signed a long-term employment agreement.
Pediatrix is the nation's largest provider of physician services
for maternal-fetal and newborn intensive care, staffing more than 200
hospital-based neonatal intensive care units (NICUs) across the
country and Puerto Rico.
"This is an exciting opportunity to expand our newborn screening
programs and represents an excellent strategic fit for Pediatrix's
core operations," said Roger J. Medel, M.D., President and Chief
Executive Officer of Pediatrix. "We believe that our presence in more
than 200 hospitals will provide accelerated growth and open new
markets for Neo Gen Screening."
"The shared commitment to providing state-of-the-art screening and
diagnostic services to newborns is what brought Neo Gen Screening and
Pediatrix together," said Dr. Naylor, President and Laboratory
Director of Neo Gen Screening. "We believe that the synergies
resulting from this transaction will have a significant impact on the
introduction of new screening methodologies, and at the same time make
our existing expanded newborn screening services available to a
significantly greater number of newborns."
Dr. Naylor founded Neo Gen Screening in 1994 to provide access to
supplemental metabolic screening for newborns throughout the nation.
Neo Gen Screening has applied patented tandem mass spectrometry and
other state-of-the-art processes to create a cost-effective newborn
metabolic screen that tests for the presence of more than 50 genetic
conditions that are potentially manageable if detected early. If left
undetected, these conditions may lead to any number of complications,
including mental retardation and death.
Newborn screening in general is an area of increasing interest
among healthcare providers and state and federal healthcare regulators
because early detection and successful intervention of many conditions
has a direct impact on reducing healthcare costs and improving the
quality of life for patients.
All states require that newborns be screened for a limited number
of genetic deficiencies before being discharged from the hospital. Neo
Gen Screening has contracts with several states, as well as with
individual hospitals, to provide newborn metabolic screening services.
In addition, many parents choose to have supplemental metabolic tests
performed on their children.
Pediatrix has developed the nation's largest newborn hearing
screen program, testing more than 200,000 babies born at 100 hospitals
around the nation. Many states have mandated that babies be screened
for possible hearing loss before they are discharged from the hospital
so that a course of treatment can begin as early as possible.
Investor Conference Call
Pediatrix Medical Group, Inc., will host an investor conference
call at 11 a.m., Eastern Time, to provide more specific information
about this transaction and its impact on Pediatrix's operations. The
conference call Webcast may be accessed from the Company's website,
http://www.pediatrix.com, or from http://www.companyboardroom.com. A
telephone replay of the conference call will be available from 2 p.m.
Eastern Time today through midnight Eastern Time May 21, 2003 by
dialing 800-475-6701, access code 684892. The replay will also be
available at http://www.pediatrix.com and at
http://www.companyboardroom.com.
About Pediatrix
Pediatrix was founded in 1979. Its neonatal physicians provide
services at more than 200 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 625 physicians in 30 states
and Puerto Rico. Additional information is available on the Internet
at http://www.pediatrix.com and http://www.neogenscreening.com.
Matters discussed in this release may include forward-looking
statements within the meaning of the securities laws. All statements,
other than statements of historical facts, that address activities,
events or developments that Pediatrix intends, expects, believes or
anticipates will or may occur in the future are forward-looking
statements. These statements 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 relevant. Any
forward-looking statement is not a guarantee of future performance and
is subject to various risks and uncertainties that could cause actual
results, developments and business decisions to differ materially from
those contemplated by such forward-looking statement. Such risks and
uncertainties include, among others: pending and future billing and
other investigations by government authorities; Pediatrix's ability to
comply with laws and regulations applicable to the healthcare
industry; limitations of, reductions in or retroactive adjustments to
reimbursement amounts or rates by government-sponsored healthcare
programs; whether physicians appropriately record the services they
provide; Pediatrix's ability to find suitable acquisition candidates
and to successfully integrate future or recent acquisitions; laws
protecting the privacy of patient healthcare information; federal and
state healthcare reform or changes in government-sponsored healthcare
programs; Pediatrix's ability to successfully recruit and retain
qualified physicians; malpractice and other lawsuits; the value of
Pediatrix's intangible assets, such as goodwill; Pediatrix's ability
to manage growth; fluctuations in quarterly results; and competition
in the healthcare industry.
Pediatrix more fully describes these and other risk factors in its
Annual Report on Form 10-K for the year ended December 31, 2002, filed
with the Securities and Exchange Commission. Any forward-looking
statements in this press release are made as of the date hereof based
on management's current beliefs and expectations and Pediatrix has no
obligation to update and revise any such statements, whether as a
result of new developments, information or otherwise.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, 954/384-0175, Ext. 5300
bob_kneeley@pediatrix.com