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): December 6, 2006
PEDIATRIX MEDICAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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1301 Concord Terrace
Sunrise, Florida 33323
(Address of principal executive office)
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Registrant's telephone number, including area code (954) 384-0175
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective December 6, 2006, Mr. Lawrence M. Mullen resigned as a
member of the Board of Directors of Pediatrix Medical Group, Inc. (the
"Company") and a member of the Company's Audit Committee. To fill the vacancy on
the Audit Committee created by Mr. Mullen's resignation, the Board of Directors
has appointed Waldemar A. Carlo, M.D., a director of the Company since June
1999, to the Committee.
Item 8.01. Other Events.
On December 6, 2006, the Company issued a press release (the "Press
Release") announcing an update with respect to its previously disclosed internal
voluntary review of its historical stock option practices and the closing by the
Federal Trade Commission of its investigation of the Company's 2001 acquisition
of Magella Healthcare Corporation. A copy of the Press Release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by
reference in its entirety.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 -- Press Release dated December 6, 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: December 6, 2006 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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99.1 Press Release dated December 6, 2006.