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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): February 15, 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 (IRS Employer
of Incorporation) File 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 Conditions.
On February 15, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a
press release announcing revenues and other selected unaudited financial
information for the three and 12 months ended December 31, 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.
The Audit Committee of Pediatrix's Board of Directors is continuing its review
of the Company's practices relating to its historical stock option grants and is
striving to complete this review as soon as possible. As part of this review,
the Audit Committee, Company management and the Company's independent public
accounting firm are working to complete an analysis of the financial impact
resulting from the improper dating of certain stock option grants. The Company
has not yet determined whether any restatement of the Company's historical
financial statements will be required. Additionally, there can be no assurance
that the Audit Committee's review will be completed in time to meet the
deadline, or any extension of the deadline, to file the Company's Annual Report
on Form 10-K.
The Company also announced in the Release that it has executed final agreements
with each of the state Medicaid programs participating in the previously
announced settlement agreement with the U.S. Department of Justice. The
government's national investigation was related to the Company's Medicaid and
TRICARE billing practices for neonatal services from 1996 - 1999. The Company
paid the full settlement amount to the federal government in September 2006, and
under the terms of the settlement agreement the federal government may now
disburse each participating state's portion of the settlement amount to the
individual states.
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 February 15, 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: February 15, 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 February 15, 2007