SEC Filing | Pediatrix Medical Group, Inc.

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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): April 9, 2004 ------------- PEDIATRIX MEDICAL GROUP, INC. ----------------------------- (Exact name of registrant as specified in its charter) FLORIDA 0-26762 65-0271219 ------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1301 Concord Terrace Sunrise, Florida 33323-2825 --------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (954) 384-0175 -------------- (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events. On April 9, 2004, Pediatrix Medical Group, Inc. issued a press release announcing director nominees for its annual meeting of shareholders to be held on May 20, 2004. The press release, which is attached hereto as an exhibit and incorporated herein by reference, announced that John K. Carlyle, Chairman of the Board, will not stand for re-election to the registrant's Board of Directors and that Lawrence M. Mullen will stand for election as a director in Mr. Carlyle's place. In addition to Mr. Mullen, the director nominees for the annual meeting include six existing directors: Roger J. Medel, M.D., Cesar L. Alvarez, Waldemar A. Carlo, M.D., Michael B. Fernandez, Roger K. Freeman, M.D., and Paul G. Gabos. (c). Exhibits 99.1 Press Release of Pediatrix Medical Group, Inc., dated April 9, 2004.

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: April 9, 2004 By: /s/ Thomas W. Hawkins ----------------------------------------- Thomas W. Hawkins Senior Vice President and General Counsel

EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated April 9, 2004.

                                                                    Exhibit 99.1


            Pediatrix Announces Director Nominees for Annual Meeting

    FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--April 9, 2004--Pediatrix
Medical Group, Inc. (NYSE:PDX) today announced that its non-executive
Chairman of the Board, John K. Carlyle, will not stand for re-election
to the Board of Directors at Pediatrix's Annual Meeting on May 20,
2004, and that Lawrence M. Mullen will stand for election as a
director in Mr. Carlyle's place.
    Mr. Mullen, 61, was Pediatrix's Chief Financial Officer from 1995
through July 1998, and served as Chief Operating Officer from April
1997 through May 2000. He retired from Pediatrix in April 2001. Mr.
Mullen was a partner of KPMG LLP, where he was employed for nearly 30
years.
    "I have enjoyed the opportunity of participating with members of
Pediatrix's Board and its management team as we worked together to
deliver the clinical and financial synergies that were envisioned with
the combination of Pediatrix and Magella Healthcare," said Mr.
Carlyle. "This is a unique organization that I believe will continue
to succeed because of its ability to serve so many key constituents in
healthcare, including patients, physicians, hospital administrators
and payors, while delivering value to shareholders."
    Mr. Carlyle, 49, was elected Chairman of the Board in June 2004
and has been a member of the Board of Directors since May 2001 when
Pediatrix completed the acquisition of Magella Healthcare, Inc. Mr.
Carlyle was Chief Executive Officer of Magella, a physician group
practice, from 1998 until it was acquired by Pediatrix.
    "We're grateful to John for his leadership and contributions to
Pediatrix over these past three years, and we wish him well as he
commits his talent and vision to other opportunities within
healthcare," said Roger J. Medel, M.D., President and Chief Executive
Officer of Pediatrix and a member of its Board of Directors. "We're
pleased to have Larry Mullen as a nominee to our Board. With his
extensive experience in the healthcare industry and his knowledge of
Pediatrix, our Board of Directors will continue to provide the
strategic direction and important corporate oversight that our
shareholders have come to expect."
    Following the Annual Meeting, Pediatrix's Board of Directors
expects to elect a new Chairman of the Board to succeed Mr. Carlyle.
    In addition to Mr. Mullen, director nominees for 2004-2005 also
include six existing directors. They are: Cesar L. Alvarez, 56,
President and Chief Executive Officer of Greenberg Traurig, P.A., and
a Pediatrix director since 1997; Waldemar A. Carlo, 51, Professor of
Pediatrics and Director, Division of Neonatology at the University of
Alabama, Birmingham and a Pediatrix director since 1999; Michael B.
Fernandez, 51, Chairman and Chief Executive Officer of CarePlus Health
Plans, Inc. and a Pediatrix director since 1995; Roger K. Freeman,
M.D., 68, Director of OB/GYN Newborn CareLine, Long Beach Memorial
Women's Hospital and a Pediatrix director since 2002; Paul G. Gabos,
38, Chief Financial Officer of Lincare Holdings, Inc. (NASDAQ:LNCR)
and a Pediatrix director since 2002; and Dr. Medel, 56, who co-founded
Pediatrix in 1979.
    Pediatrix's Annual Meeting of Shareholders will be held May 20 at
10 a.m. Eastern Time at the Sheraton Suites Hotel, 311 N. University
Dr., Plantation, FL.

    About Pediatrix

    Pediatrix was founded in 1979. Pediatrix physicians 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 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 690 physicians in 30 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 under "Risk Factors" in
Pediatrix's most recent Annual Report on Form 10-K.

    CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
             Bob Kneeley, 954-384-0175, x-5300
             bob_kneeley@pediatrix.com