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):
October 30, 2003
----------------
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 October 30, 2003, Pediatrix Medical Group, Inc. (the "Company") issued a
press release (the "Press Release") announcing that all class action lawsuits
filed against the Company and certain officers and directors in June and July
2003 were voluntarily dismissed without prejudice. The lawsuits were filed
following the Company's announcement that a U.S. Attorney's Office is conducting
an investigation into the Company's Medicaid billing practices nationwide. This
investigation remains active and ongoing.
Item 12. INFORMATION FURNISHED UNDER ITEM 12 (RESULTS OF OPERATIONS AND
FINANCIAL CONDITION).
The Company also announced in the Press Release that it re-affirmed its existing
financial guidance for the three months ended September 30, 2003. The text of
the Press Release is attached as an exhibit hereto and is incorporated herein 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: October 30, 2003 By: /s/ Karl B. Wagner
--------------------------------------------
Karl B. Wagner
Chief Financial Officer
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ---------- -----------
99.1 Press Release dated October 30, 2003.
Exhibit 99.1
Plaintiffs Voluntarily Dismiss Shareholder Suits Against Pediatrix
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Oct. 30, 2003--Pediatrix
Medical Group, Inc., (NYSE:PDX) today announced that all of the
shareholder class action lawsuits that were filed in June and July of
2003 have been voluntarily dismissed without prejudice.
The suits were filed following Pediatrix's June 24 announcement
that a U.S. Attorney's Office is conducting an investigation into the
Company's Medicaid billing practices nationwide. This investigation is
active and ongoing.
As previously announced Pediatrix will report its complete
financial results and provide 2004 financial guidance prior to the
market opening on Wednesday, November 5, 2003. Pediatrix re-affirms
its existing financial guidance for the 2003 third quarter, which
includes estimated earnings per share of between 95 and 97 cents.
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 675 physicians in 30 states and Puerto Rico. 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 investigation by a
U.S. Attorney's Office 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; (including the previously disclosed shareholder class
action 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.
CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
Bob Kneeley, 954/384-0175, x-5300
Director, Investor Relations
bob_kneeley@pediatrix.com