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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): November 1, 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 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 November 2, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a
press release announcing its results of operations for the three months ended
September 30, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On November 1, 2007, the Board of Directors of the Company approved Amended
and Restated Bylaws that amended Article V of the Company's then existing Bylaws
to provide the Company with the ability to issue and transfer uncertificated
shares. The changes were adopted to comply with the rules of the New York Stock
Exchange which, effective January 1, 2008, will require the Company's shares to
be eligible for participation in a direct registration system ("DRS"), such as
the one currently administered by The Depository Trust Company. DRS permits
investors' ownership to be recorded and maintained on the books of the Company
or the transfer agent without the issuance of physical stock certificates and
allows investors to electronically transfer securities to broker-dealers in
order to effect transactions.
The above summary is qualified in its entirety by reference to the full
text of the Company's Amended and Restated Bylaws, a copy of which is attached
hereto as Exhibit 3.2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
3.2 -- Amended and Restated Bylaws of Pediatrix Medical Group,
Inc.
99.1 -- Press Release of Pediatrix Medical Group, Inc. dated
November 2, 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: November 2, 2007 By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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3.2 Amended and Restated Bylaws of Pediatrix Medical Group, Inc.
99.1 Press Release of Pediatrix Medical Group, Inc. dated
November 2, 2007.