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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 Exchange Act of 1934
Date of Report (date of earliest event reported): May 8, 2007
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 Number) (IRS Employer
of incorporation) 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 Conditions.
On May 10, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a press
release announcing revenues and other selected unaudited financial information
for the three months ended March 31, 2007 (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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 8, 2007, the Board of Directors of the Company appointed Manuel Kadre to
serve as a Director of the Company. The appointment increases the size of the
Company's Board of Directors to nine (9) members. There are no arrangements or
understandings between Mr. Kadre and any other person pursuant to which Mr.
Kadre was elected as a Director, other than the Company's compensation
arrangements and plans for non-employee Directors and other policies and
procedures which are generally applicable to Directors. Mr. Kadre has been named
to the Audit Committee of the Company's Board of Directors. Since the beginning
of the Company's last fiscal year, the Company and its subsidiaries have not
engaged in any transactions, and there are no proposed transactions, or series
of similar transactions, in which Mr. Kadre had a direct or indirect material
interest.
Item 8.01. Other Events.
The Audit Committee of the Company's Board of Directors is continuing its review
of the Company's practices relating to its historical stock option grants. As a
result of this review, the Company will not be able to file its Form 10-Q for
the three months ended March 31, 2007 by the required filing date.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Shell Company Transactions
Not applicable
(d) Exhibits
99.1 - Press Release dated May 10, 2007
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: May 10, 2007 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 May 10, 2007