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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PEDIATRIX MEDICAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 65-0271219
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
1455 North Park Drive
Ft. Lauderdale, Florida 33326
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share
Purchase Rights
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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On March 31, 1999, the Board of Directors of Pediatrix Medical Group,
Inc., a Florida corporation (the "Company"), adopted the Company's Preferred
Share Purchase Rights Plan (the "Rights Plan") and declared a dividend
distribution of one (1) preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), of the Company to shareholders of record at the close of business on
April 9, 1999. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of the Company's Series A Junior
Participating Preferred Stock (the "Preferred Shares") (or in certain
circumstances, cash, property or other securities) at a price of $150.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The purpose of this Registration Statement is to register the
Rights.
Right to Purchase Company Stock ("Flip-In")
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In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more of the outstanding shares
of Common Stock (an "Acquiring Person"), each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right. Issuances (and consequent beneficial ownership) of Common Stock (at or in
excess of such 15% threshold) by the Company in connection with certain
acquisition transactions effected by the Company and approved by the Board of
Directors are excepted from this provision.
Right to Purchase Acquiring Person Stock ("Flip-Over")
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If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
Distribution Date
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The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock; or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock.
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Transfer and Detachment
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Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the Record Date, by
such Common Stock certificates. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Common Stock, no separate rights certificates will be
issued and transfer of Common Stock certificates will also constitute transfer
of the Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the shares of Common Stock as of the close of business on
the Distribution Date, and such separate Right Certificates alone will
thereafter evidence the Rights.
Exercisability
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 31, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, on the terms and conditions set forth in
the Rights Plan (as described below).
Adjustments
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The Purchase Price payable, and the number of Preferred Shares or
shares of Common Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution in
the event of stock dividends, stock splits, reclassifications, or certain
distributions with respect to the Common Stock. The number of outstanding Rights
and the number of Preferred Shares or shares of Common Stock issuable upon
exercise of each Right are also subject to adjustment if, prior to the
Distribution Date, there is a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1.0% in such Purchase Price. No fractional
shares will be issued (other than integral multiples of one one-thousandth of a
Preferred Share) and, in lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Shares or Common Stock, as the case may be,
on the last trading day prior to the date of exercise.
Preferred Shares
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Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
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aggregate dividend of 1,000 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $1.00 per share but
will be entitled to an aggregate payment of 1,000 times the payment made per
share of Common Stock. Each Preferred Share will have 1,000 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.
The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one share of Common Stock.
Exchange
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At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by any such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, for shares of Common Stock, at an
exchange ratio of one share of Common Stock (or one one-thousandth of a
Preferred Share) per Right (subject to adjustment).
Redemption
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At any time prior to any person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights, in whole but not in
part, at a price of $.005 per Right (the "Redemption Price"). If, however, such
redemption is authorized on or after the date of a change (resulting from a
proxy contest or consent solicitation) in a majority of the directors in office,
then such redemption must be approved by a majority of Independent Directors (as
defined in the Rights Plan), if any, and by a majority of the full board of
directors. The redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Amendments
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the "15%" thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding shares of
Common Stock then known to the Company to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%, except that from and
after such time there is an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights, and any amendment must be
approved by a majority of Independent Directors, if any, and by a majority of
the full Board.
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Interpretation; Board Approvals
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The Board of Directors of the Company has the sole authority to
administer the Rights Plan and to exercise all rights and powers granted to the
Board or to the Company, or as are advisable in the administration of the Rights
Plan, including the power to (i) interpret the provisions of the Rights Plan and
(ii) make all determinations appropriate for the administration of the Rights
Plan (including a determination to redeem or not redeem the Rights, to exchange
the Rights or to amend the Rights Plan). All such interpretations and
determinations in good faith are final and binding on the parties (including the
Rights holders) and do not subject the Board (or the directors) to any liability
to the holders of Rights. In the event a vote, approval or determination of the
Board of Directors (including a determination to redeem or not redeem the
Rights, to exchange the Rights or to amend or supplement the Rights Plan) occurs
at any time after either a Person becomes an Acquiring Person or a change
(resulting from a proxy contest or consent solicitation) in a majority of the
directors in office, then such vote, approval or determination must be approved
by a majority of Independent Directors (as defined in the Rights Plan), if any,
and by a majority of the full board of directors.
Rights and Holders
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Further Information
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A copy of the Rights Agreement (the "Rights Agreement") setting forth
the Rights Plan has been filed with the Securities and Exchange Commission as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 6, 1999
and is also incorporated herein as an Exhibit to this Registration Statement on
Form 8-A. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 2. Exhibits.
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4.1 Rights Agreement, dated as of March 31, 1999, between the
Registrant and BankBoston, N.A., as Rights Agent (including
the form of Articles of Designations of Series A Junior
Participating Preferred Stock attached as Exhibit A thereto,
and the form of Rights Certificate attached as Exhibit B
thereto.(1)
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(1) Incorporated by reference from Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, filed on April 6, 1999.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
April 6, 1999 By:/s/ Roger J. Medel, M.D., M.B.A.
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Roger J. Medel, M.D., M.B.A.,
President and Chief Executive Officer
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