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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 8, 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 (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 Condition.
On February 8, 2006, Pediatrix Medical Group, Inc. (the "Company") issued a
press release announcing its results of operations for the three and twelve
months ended December 31, 2005 (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 7.01 Regulation FD Disclosure.
The Company also announced in the Release that it has increased its
previously announced earnings per share guidance for 2006 and introduced its
quarterly earnings per share guidance. The information contained in this Item
7.01, 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 it had reached an agreement in
principle as to a settlement amount of $25.1 million relating to the previously
disclosed federal and state Medicaid and TRICARE investigation. The amount of
the settlement is subject to necessary governmental approvals. The settlement is
also subject to the negotiation and approval of a definitive settlement
agreement by state and federal authorities. The last five sentences of the first
paragraph, the first sentence of the fourth paragraph and the thirteenth and
fourteenth paragraphs of the Release describing the financial settlement and the
last textual paragraph of the Release containing cautionary statements regarding
forward looking information is hereby incorporated by reference in this Current
Report.
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 8, 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: February 8, 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 February 8, 2006.