UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 2, 2005
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 001-12111 65-0271219
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1301 Concord Terrace 33323
Sunrise, FL
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 384-0175
N/A
(Former name or former address, if changed since last report)
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))
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Item 2.02. Results of Operations and Financial Condition.
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On November 2, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a
press release ("Press Release") announcing its results of operations for the
three months and nine months ended September 30, 2005. A copy of the Press
Release is attached hereto as Exhibit 99.1 and is incorporated in this Current
Report by reference.
Item 7.01. Regulation FD Disclosure.
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The Company also announced in the Press Release that it has re-affirmed its
previously announced earnings per share guidance for the three months ended
December 31, 2005.
The information in Item 7.01 of this Current Report, and in the accompanying
exhibit hereto, 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 the accompanying 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 8.01. Voluntary Disclosure of Other Events.
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The Company also announced in the Press Release that its Board of Directors
authorized a new share repurchase program, pursuant to which the Company may
purchase up to $50 million of its common stock in open market purchases based
upon general economic and market conditions.
Item 9.01. Financial Statements and Exhibits.
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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
November 2, 2005.
SIGNATURES
Pursuant of 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.
(Registrant)
Date: November 2, 2005 By: /s/ Karl B. Wagner
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Karl B. Wagner
Chief Financial Officer
(c) Exhibits
99.1 Press Release of Pediatrix Medical Group, Inc., dated
November 2, 2005.