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):
June 24, 2003
PEDIATRIX MEDICAL GROUP, INC.
| FLORIDA | 0-26762 | 65-0271219 | ||
|
|
||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1301 Concord Terrace
Sunrise, Florida 33323-2825
Registrant’s telephone number, including area code: (954) 384-0175
Item 5. Other Events.
On June 24, 2003, Pediatrix Medical Group, Inc., issued a press release titled “Pediatrix Notified of Billing Inquiry.” A copy of the press release is filed as an exhibit to this report on Form 8-K and incorporated by reference herein.
On June 30, 2003, Pediatrix Medical Group, Inc., issued a press release titled “Pediatrix Intends to Vigorously Defend Shareholder Lawsuits.” 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.
2
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: July 22, 2003 | By: /s/ Karl B. Wagner | |
|
|
||
|
Karl B. Wagner Chief Financial Officer |
3
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |||||
| 99.1 | Press Release dated June 24, 2003. | |||||
| 99.2 | Press Release dated June 30, 2003. |
4
EXHIBIT 99.1
Pediatrix Medical Group (ticker: PDX, exchange: New York Stock Exchange)
News Release — 24-Jun-2003
Pediatrix Notified of Billing Inquiry
FORT LAUDERDALE, Fla.—(BUSINESS WIRE)—June 24, 2003—Pediatrix Medical Group, Inc., (NYSE:PDX) today announced that it has been advised by a U.S. Attorney’s Office that it is conducting a civil investigation into Pediatrix’s Medicaid billing practices nationwide.
Pediatrix understands that the U.S. Attorney’s Office intends to make a document and information request, informally or by subpoena, within the next few weeks. Pediatrix intends to cooperate fully with this investigation.
Since 2000, Pediatrix, the nation’s largest provider of neonatal and maternal-fetal medicine physician services, has resolved similar Medicaid billing investigations with six state attorney general offices, including previously-announced settlements with Florida, Arizona, Nevada and Colorado. None of these settlements has had a material impact on Pediatrix’s financial condition and none involved an admission of wrong-doing on the Company’s part. The Company believes that its billing practices have been appropriate.
However, Pediatrix is not able to predict whether the investigation will have a material adverse effect on its business, financial condition or results of operations, nor is it able to estimate the amount of time such an investigation will take to be resolved.
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 630 physicians in 30 states and Puerto Rico. Additional information is available on the Internet at http://www.pediatrix.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, Investor Relations, 954/384-0175, x-5300
bob_kneeley@pediatrix.com
SOURCE: Pediatrix Medical Group, Inc.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Pediatrix Medical Group’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.
EXHIBIT 99.2
Pediatrix Medical Group (ticker: PDX, exchange: New York Stock Exchange)
News Release — 30-Jun-2003
Pediatrix Intends to Vigorously Defend Shareholder Lawsuits
FORT LAUDERDALE, Fla.—(BUSINESS WIRE)—June 30, 2003—Pediatrix Medical Group, Inc., (NYSE:PDX) today announced that it intends to vigorously defend against certain shareholder class action lawsuits filed today by plaintiffs’ law firms alleging violations of the U.S. securities laws. Pediatrix has not received copies of the complaints but believes from press releases issued by these firms that these suits are without merit.
The suits follow last week’s announcement by Pediatrix that a U.S. Attorney’s Office is conducting an investigation into Pediatrix’s Medicaid billing practices. Pediatrix believes that its billing practices are appropriate and it intends to fully cooperate with the investigation. The Company also believes that its disclosures with respect to this matter have been appropriate.
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 630 physicians in 30 states and Puerto Rico. Additional information is available on the Internet at http://www.pediatrix.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, x-5300
bob_kneeley@pediatrix.com
SOURCE: Pediatrix Medical Group, Inc.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Pediatrix Medical Group’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.