UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): March 11, 2005
PEDIATRIX MEDICAL GROUP, INC.
| Florida | 001-12111 | 65-0271219 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1301 Concord Terrace
Sunrise, Florida 33323
Registrant’s telephone number, including area code (954) 384-0175
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2005, Pediatrix Medical Group, Inc. (“Pediatrix” or the “Company”) elected to increase the Aggregate Commitments by $75,000,000 under that certain Credit Agreement dated as of July 30, 2004 among the Company and certain subsidiaries and affiliates thereof, Bank of America, N.A. and the other Lenders party thereto, as amended (“Credit Agreement”). After the increase, the Aggregate Commitments under the Credit Agreement are $225,000,000.
On March 14, 2005, Pediatrix issued a press release (“Press Release”) announcing its election to increase the Aggregate Commitments by $75,000,000 under the Credit Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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: March 14, 2005 | By: | /s/ Karl B. Wagner | ||
| Name: | Karl B. Wagner | |||
| Title: | Chief Financial Officer | |||
3
Item 9.01. Financial Statements and Exhibits.
Item 9.01(a) Financial Statements of businesses acquired:
Not applicable.
Item 9.01(b) Pro Forma Financial Information:
Not applicable.
Item 9.01(c) Exhibits:
99.1 Press Release of Pediatrix Medical Group, Inc. dated March 14, 2005.
4
FOR MORE INFORMATION:
Bob Kneeley
Director, Investor Relations
954-384-0175, x-5300
bob_kneeley@pediatrix.com
FOR IMMEDIATE RELEASE
Pediatrix Exercises Option to Expand Credit Facility to $225 Million
FORT LAUDERDALE, FLORIDA, March 14, 2005 – Pediatrix Medical Group, Inc. (NYSE: PDX) today announced that it has exercised an option to increase the amount available under its existing credit facility to $225 million.
Pediatrix’s five-year secured revolving credit agreement was entered into in July 2004 and allowed for availability of up to $150 million. The facility included an option for Pediatrix to increase that borrowing capacity. Banc of America Securities, N.A. is the administrative agent for the credit facility, which includes participation from nine financial institutions.
The credit facility is used for acquisitions and other corporate purposes. Since the beginning of 2005, Pediatrix has invested a combined total of $36.6 million to complete physician group practice acquisitions. As of the close of business March 11, 2005, Pediatrix had $86.5 million outstanding under the credit facility.
About Pediatrix
Pediatrix was founded in 1979. Pediatrix physicians and advanced nurse practitioners 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 775 physicians in 31 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”.