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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 and Exchange Act of 1934
Date of Report (date of earliest event reported): August 3, 2006
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 (Commission File (IRS Employer
of 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 August 3, 2006, Pediatrix Medical Group, Inc. (the "Company" or
"Pediatrix") issued a press release announcing revenues and other selected
unaudited financial information for the three and six months ended June 30, 2006
(the "Release"). A copy of the Release is attached hereto as Exhibit 99.1 and is
hereby incorporated in this Current Report by reference. The information
contained in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed"
with the Securities and Exchange Commission nor incorporated by reference in any
registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 8.01. Other Events.
In the Release, the Company announced that the Audit Committee of its Board
of Directors is reviewing the Company's practices relating to its stock option
grants. This voluntary review was initiated following a shareholder inquiry and
in light of recent reports in the financial media regarding stock option
practices. The review is being conducted with the assistance of the Audit
Committee's outside legal counsel. Pediatrix does not intend to comment on any
aspect of the review or possible outcome until after the Audit Committee
completes its review. At that time, Pediatrix expects to provide an update as to
the Audit Committee's findings.
As a result of the review, the Company will announce its complete financial
results for the second quarter of fiscal 2006 following the completion of the
Audit Committee's work. Based on the status of the review to date, Pediatrix
believes that it will not be able to report full results for the second quarter
of 2006 and file its Form 10-Q for the second quarter by the filing deadline.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits
99.1-- Press Release dated August 3, 2006
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: August 3, 2006 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated August 3, 2006.