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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 Exchange Act of 1934
Date of Report (date of earliest event reported): December 19, 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 (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) 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))
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Item 8.01 Other Events.
On December 19, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a
press release (the "Press Release") announcing that it had signed a definitive
agreement with PerkinElmer, Inc., pursuant to which the Company will sell its
newborn metabolic screening laboratory business in a cash transaction. The
closing of the sale is subject to customary conditions, including the expiration
or termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In a separate press release ("Separate Release"), the Company announced that its
Board of Directors authorized an additional share repurchase program, pursuant
to which the Company may purchase up to $100 million of its common stock in open
market purchases based upon price, general economic and market conditions and
trading restrictions. A copy of the Separate Release is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1-- Press Release dated December 19, 2007.
99.2-- Press Release dated December 19, 2007.
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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: December 19, 2007 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 19, 2007.
99.2 Press Release dated December 19, 2007.
Exhibit 99.1
Pediatrix Agrees to Sell Newborn Metabolic Screening Laboratory
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Dec. 19, 2007--Pediatrix Medical
Group, Inc., (NYSE:PDX) has entered into a definitive agreement to sell its
newborn metabolic screening laboratory to PerkinElmer, Inc., (NYSE:PKI).
Specific terms of the cash transaction were not disclosed.
Pediatrix will focus its resources to support the continued expansion of
its clinical and administrative competencies within the physician services
sector, including anesthesiology. Pediatrix is the nation's leading provider of
neonatal, maternal-fetal, pediatric cardiology and pediatric intensivist
physician subspecialties, and recently launched an initiative to develop a
national group of anesthesiologists with the acquisition of a northern Virginia
practice.
Pediatrix expects to work with PerkinElmer to identify and conduct clinical
research into possible applications for tandem mass spectrometry technology in
prenatal and neonatal testing and diagnostics to improve patient care.
Pediatrix will continue to operate its separate, internally developed
newborn hearing screen program, a hospital-based service that screens for
possible hearing loss, usually prior to a newborn's discharge.
The closing on the sale of the laboratory to PerkinElmer is subject to
customary closing conditions, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
The transaction is not expected to affect Pediatrix's recently issued
earnings per share guidance for 2008.
About Pediatrix
Pediatrix Medical Group, Inc. is the nation's leading provider of neonatal,
maternal-fetal and pediatric physician subspecialty services and recently
expanded to include anesthesiology services. Pediatrix physicians and advanced
practitioners are reshaping the delivery of care within the maternal-fetal,
neonatal intensive care and pediatric cardiology subspecialties, using
evidence-based tools, continuous quality initiatives and 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 neonatal
intensive care units, and in many markets they collaborate with affiliated
maternal-fetal medicine, pediatric cardiology physician subspecialists and
pediatric intensivists to provide a clinical care continuum. Combined, Pediatrix
and its affiliated professional corporations employ more than 1,000 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: the possible
discovery of additional facts beyond those reviewed by the Audit Committee;
litigation related to the matters investigated by the Pediatrix's Audit
Committee or the restatements to Pediatrix's financial statements and other
historical disclosures; and any regulatory actions of the SEC or the U.S.
Attorney related to such matters.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, Director, Investor Relations
954-384-0175, x-5300
bob_kneeley@pediatrix.com
Exhibit 99.2
Pediatrix Announces $100 Million Share Repurchase Program
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Dec. 19, 2007--The Board of
Directors of Pediatrix Medical Group, Inc. (NYSE:PDX) has authorized the Company
to acquire up to $100 million of its common stock through open market purchases.
The share repurchase program is effective immediately and permits the
Company to make open market purchases from time-to-time based on price, general
market and economic conditions as well as trading restrictions.
Pediatrix's Board decided to authorize the share repurchase program based
on available cash balances, as well as the expected net proceeds from the sale
of its newborn metabolic screening laboratory. In a separate press release
issued earlier today, Pediatrix announced that it has entered into a definitive
agreement to sell its newborn metabolic screening laboratory to PerkinElmer,
Inc.
"We have sufficient financial resources to execute our growth strategy,
which includes attracting physicians to our national group practice by acquiring
their practices on favorable terms, and simultaneously move forward with this
share repurchase program," said Roger J. Medel, M.D., Chief Executive Officer of
Pediatrix.
About Pediatrix
Pediatrix Medical Group, Inc. is the nation's leading provider of neonatal,
maternal-fetal and pediatric physician subspecialty services and recently
expanded to include anesthesiology services. Pediatrix physicians and advanced
practitioners are reshaping the delivery of care within the maternal-fetal,
neonatal intensive care and pediatric cardiology subspecialties, using
evidence-based tools, continuous quality initiatives and 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 neonatal
intensive care units, and in many markets they collaborate with affiliated
maternal-fetal medicine, pediatric cardiology physician subspecialists and
pediatric intensivists to provide a clinical care continuum. Combined, Pediatrix
and its affiliated professional corporations employ more than 1,000 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: the possible
discovery of additional facts beyond those reviewed by the Audit Committee;
litigation related to the matters investigated by the Pediatrix's Audit
Committee or the restatements to Pediatrix's financial statements and other
historical disclosures; and any regulatory actions of the SEC or the U.S.
Attorney related to such matters.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, Director, Investor Relations
954-384-0175, x-5300
bob_kneeley@pediatrix.com