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 and Exchange Act of 1934
Date of Report (date of earliest event reported): April 8, 2005
PEDIATRIX MEDICAL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
1301 Concord Terrace
Sunrise, Florida 33323
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(Address of principal executive office)
Registrant's telephone number, including area code (954) 384-0175
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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 2.02 Results of Operations and Financial Condition.
On April 8, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a press
release (the "Press Release") announcing that its results of operations for the
three months ended March 31, 2005 would include a pre-tax charge of $6 million
resulting from a settlement offer made by the Company on April 7, 2005 in
connection with its previously announced national Medicaid and TRICARE
investigation. A copy of the Press Release is attached hereto as Exhibit 99.1.
The information set forth in this Item 2.02 shall be considered to be filed with
the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
In the Press Release, the Company reaffirmed its expectation that its earnings
per share for 2005 would be in the range of its previously issued guidance, less
the after-tax impact of the charge announced in the Press Release and any future
charge related to the national Medicaid and TRICARE investigation. The Company
will not update or revise its 2005 earnings guidance for any future adjustment
to its reserves relating to the investigation. The Company will report future
adjustments, if any, in a press release covering its results of operations for
the period to which the adjustment relates.
The information set forth in Item 7.01 of this Current Report, and the exhibit
to this Current Report, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Section 11 or 12(a)(2) of the Securities Act of
1933, as amended. The information contained in Item 7.01 of this Current Report
and in such exhibit shall not be incorporated by reference into any registration
statement or other document filed with the Securities and Exchange Commission by
the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, except as shall be expressly set
forth by specific reference in such filing.
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 April 8, 2005.
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 8, 2005 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
Exhibit Index
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99.1 Press Release of Pediatrix Medical Group, Inc. dated April 8, 2005.