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Form 8-K

 

 

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): December 16, 2013

 

 

MEDNAX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Florida   001-12111   26-3667538

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1301 Concord Terrace

Sunrise, Florida 33323

(Address of principal executive office) (zip code)

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:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.03 Material Modifications to Rights of Security Holders.

On December 16, 2013, MEDNAX, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation with the Department of State of the State of Florida in order to effect the previously announced two-for-one split (“Stock Split”) of the common stock, $0.01 par value per share (the “Common Stock”), of the Company. As a result of the Stock Split, the 100 million shares of Common Stock authorized for issuance prior to the Stock Split was divided into 200 million shares of Common Stock (with no change in par value) and each issued and outstanding share of Common Stock was divided into two shares of Common Stock. The Articles of Amendment became effective at 5:00 p.m., Eastern Time on December 19, 2013. Shareholders of record on the effective date will receive one additional share of Common Stock for each share of Common Stock then held, without any further action on the part of the Company’s shareholders.

In addition, the Company’s Board of Directors has authorized adjustments to outstanding awards under the Company’s equity compensation plans in order to preserve the rights of the holders of such awards following the Stock Split.

The Articles and Amendment and a copy of the notice distributed to the Company’s shareholders regarding the Stock Split are attached hereto as Exhibits 3.1 and 99.1, respectively, and incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information in Item 3.03 above is hereby incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of MEDNAX, Inc., effective as of December 19, 2013.

99.1 Shareholders’ Notice.

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.

 

      MEDNAX, INC.
Date:   December 20, 2013    
      By:  

/s/ Vivian Lopez-Blanco

       

Vivian Lopez-Blanco

Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.

   

Description

  3.1    Articles of Amendment to the Amended and Restated Articles of Incorporation of MEDNAX, Inc., effective as of December 19, 2013.
99.1    Shareholders’ Notice.
EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

MEDNAX, INC.

1. The name of the corporation is Mednax, Inc. (the “Corporation”).

2. The Board of Directors of the Corporation by a resolution passed on November 20, 2013 delegated to the Executive Committee of the Corporation (the “Executive Committee”) the authority to approve a two-for-one division of the Corporation’s issued and outstanding Common Stock, $.01 par value per share (the “Common Stock”), and in connection therewith, approve an amendment to the Amended and Restated Articles of Incorporation of the Corporation to increase the number of authorized shares of the Corporation’s Common Stock in order to effectuate the Common Stock division.

3. In accordance with the provisions of Section 607.10025 of the Florida Business Corporation Act, on December 4, 2013, the Executive Committee approved a two-for-one division of the Common Stock and, in connection therewith, an amendment to the Amended and Restated Articles of Incorporation of the Corporation to increase the number of authorized shares of the Corporation’s Common Stock to 200,000,000; no shareholder action was required in connection therewith in accordance with Section 607.10025(2) of the Florida Business Corporation Act.

4. The amendment to the Amended and Restated Articles of Incorporation of the Corporation being effected hereby does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and does not result in the percentage of authorized shares that remain unissued after the division exceeding the percentage of authorized shares that were unissued before the division.

5. The Common Stock is the class of shares subject to the division. Upon the effective date of the division, the 100,000,000 shares of Common Stock that the Corporation was authorized to issue prior to the division are to be divided into 200,000,000 shares of Common Stock and each share of Common Stock issued and outstanding immediately prior to the division shall be divided into two shares of Common Stock.

6. The amendment to the Amended and Restated Articles of Incorporation of the Corporation as approved by the Executive Committee and as effected hereby, is that the text of the first paragraph under Article VI of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended, effective as of the Effective Time (as defined below), in its entirety to read as follows:

“The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 201,000,000, consisting of (i) 200,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). Effective automatically as of 5:00 P.M., Eastern Time, on December 19, 2013, each issued and outstanding share of the Corporation’s

Common Stock, par value $0.01 per share, shall be divided into two (2) validly issued, fully paid and non-assessable shares of Common Stock reflecting a two (2) for one (1) stock split.”

7. This amendment shall become effective at 5:00 P.M., Eastern Time, on December 19, 2013 (the “Effective Time”).

[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned duly-authorized officer of the Corporation has executed these Articles of Amendment as of December 11, 2013.

 

MEDNAX, INC.
By:  

/s/ Dominic J. Andreano

Name:   Dominic J. Andreano
Title:   Senior Vice President, General Counsel and Secretary
EX-99.1

Exhibit 99.1

 

LOGO

December 19, 2013

Dear Shareholder:

On December 5, 2013, we announced a 2-for-1 stock split of MEDNAX, Inc.’s common stock. As a result of the stock split, shareholders of record on the effective date of December 19, 2013 will receive one additional share of MEDNAX common stock for each share of MEDNAX common stock then held, without any further action on the part of MEDNAX’s shareholders. Please do not return or destroy any existing certificates as they continue to represent the shares you owned prior to the stock split. The additional shares received as a result of the stock split are being distributed through the Direct Registration System (DRS) on December 20, 2013, which means shareholders will have full ownership of the additional shares without the responsibility of holding the actual certificates. In order to make the stock split possible, our Board of Directors also authorized the amendment of our Articles of Incorporation to increase the number of authorized shares of our common stock from 100 million to 200 million.

For additional information, refer to the Frequently Asked Questions & Answers About the MEDNAX, Inc. Two-for-One Stock Split.

We are excited about our future and appreciate your continued support.

 

Sincerely,

/s/ Roger J. Medel, M.D.

Roger J. Medel, M.D.
Chief Executive Officer

 

LOGO