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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):
February 19, 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 February 19, 2004, Pediatrix Medical Group, Inc. (the "Company") issued a
press release (the "Press Release") announcing that Dr. Roger J. Medel, its
President and Chief Executive Officer, and his wife, Dr. Virginia T. Medel, have
adopted a prearranged trading plan in accordance with guidelines specified by
Rule 10b5-1 under the Securities Exchange Act of 1934. The Press Release is
attached as an exhibit hereto and incorporated by reference.
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: February 20, 2004 By: /s/ Karl B. Wagner
_____________________________
Karl B. Wagner
Chief Financial Officer
EXHIBIT INDEX
_____________
EXHIBIT NO. DESCRIPTION
___________ ___________
99.1 Press Release dated February 19, 2004.
Exhibit 99.1
Pediatrix Executive Establishes
Pre-Arranged Stock Option Trading Plan
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Feb. 19, 2004--Pediatrix
Medical Group, Inc. (NYSE:PDX) today announced that Roger J. Medel,
M.D., its founder, President and Chief Executive Officer, and his
wife, Virginia T. Medel, M.D., have established a plan under the
Securities and Exchange Commission's Rule 10b5-1 to trade shares
subject to stock options over a protracted period of time.
The plan established for the Medels calls for the orderly forward
sale of 477,635 shares subject to options that are due to expire prior
to the end of the 2006 first quarter, including 77,635 options that
expire this year. The plan allows for the exercise of options at three
price levels, each of which is above the closing price on Thursday,
February 19, 2004. The number of options that may be exercised in any
one quarter increases with Pediatrix's share price. The maximum number
of options that may be exercised in any one quarter is 200,000 shares
at prices above $80 per share.
Under terms of the plan, additional shares subject to options that
are due to expire before the end of 2008 will be available for sale as
they reach the eighth anniversary of their grant, which is within two
years of their expiration date. Under Pediatrix's stock option plan,
options expire on the 10-year anniversary of their grant.
"I remain very confident in our ability to grow Pediatrix, and the
structure of this plan sends a very positive statement about my belief
in our ability to capitalize on the promising prospects available to
Pediatrix, while at the same time allows me to meet my estate-planning
objectives over an extended period of time," said Dr. Roger Medel.
Dr. Medel, 56, founded Pediatrix in 1979, and over almost 25 years
has built it into the nation's largest provider of physician services
focused on maternal-fetal and newborn care.
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. Pediatrix
also employs pediatric intensivists, pediatric hospitalists, and
pediatric cardiologists. 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 http://www.pediatrix.com.
Matters discussed in this release may include forward-looking
statements within the meaning of the Federal securities laws. Such
forward-looking statements may include, but are not limited to,
statements relating to Pediatrix's objectives, plans and strategies,
and all statements (other than statements of historical facts) that
address activities, events or developments that Pediatrix intends,
expects, projects, believes or anticipates will or may occur in the
future are forward-looking statements. Such statements are often
characterized by terminology such as "believe", "hope", "may",
"anticipate", "should", "intend", "plan", "will", "expect",
"estimate", "project", "positioned", "strategy" and similar
expressions.
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 believed to be appropriate. Any
forward-looking statement is made as of the date hereof. We disclaim
any duty to update or revise any such statement, 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 that could cause actual results, developments
and business decisions to differ materially from those contemplated by
such forward-looking statements.
Some of the factors that may cause actual results, developments
and business decisions to differ materially from those projected or
anticipated by such forward-looking statements, as more fully
discussed under the section entitled "Risk Factors" in Pediatrix's
most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission, include, pending and future investigations by
federal and state government authorities of Pediatrix's billing or
other practices (including the previously disclosed investigations
regarding Pediatrix's Medicaid billing practices and an investigation
by the Federal Trade Commission); unfavorable regulatory or other
changes or conditions in geographic areas where Pediatrix's operations
are concentrated; determinations that Pediatrix failed to comply with
applicable health care laws and regulations, limitations, reductions
or retroactive adjustments reimbursement amounts or rates by
government-sponsored health care programs; audits by third party
payors with respect to Pediatrix's billings for services; failure of
physicians affiliated with us to appropriately record and document the
services that they provide; Pediatrix's failure to find suitable
acquisition candidates or successfully integrate any future or recent
acquisitions; Pediatrix's failure to successfully implement
Pediatrix's strategy of diversifying its operations; impairment of
long-lived assets, such as goodwill; federal and state health care
reform, including changes in the interpretation of
government-sponsored health care programs; Pediatrix's failure to
successfully recruit additional and retain existing qualified
physicians; pending and future malpractice and other lawsuits;
Pediatrix's failure to manage growth effectively and to maintain
effective and efficient information systems; Pediatrix's failure to
collect reimbursements from third party payors in a timely manner;
cancellation or non-renewal of Pediatrix's arrangements with
hospitals, or renewal of such arrangements on less favorable terms;
loss of Pediatrix's affiliated physicians' privileges or ability to
provide services in hospitals, or hospitals entering into arrangements
with physicians not affiliated with Pediatrix; and increased
competition in the health care industry.
All information in this release is as of February 19, 2004. The
Company undertakes no duty to update any forward-looking statement to
conform the statement to actual results or changes in the Company's
expectations.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Investor Relations:
Bob Kneeley, 954-384-0175, x-5300
bob_kneeley@pediatrix.com