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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): August 7, 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 (Commission (IRS Employer
Jurisdiction 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))
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Item 2.02 Results of Operations and Financial Condition.
On August 7, 2007, Pediatrix Medical Group, Inc. (the "Company") issued a press
release ("Press Release") announcing its results of operations for the year
ended December 31, 2006 and for the three months ended March 31, 2007. The Press
Release also announced that the Company has filed its Form 10-K for the year
ended December 31, 2006 and Forms 10-Q for the periods ended June 30, and
September 30, 2006 and March 31, 2007 with the Securities and Exchange
Commission ("SEC"). In addition, the Press Release announced that the Company
restated prior financial statements in its Form 10-K covering periods through
March 31, 2006 to reflect the recording of additional stock-based compensation
expense of $33.2 million, before tax adjustments. A copy of the Press Release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 7, 2007, the Company also issued a separate press release ("Second
Quarter Press Release") announcing its results of operations for the three and
six months ended June 30, 2007. A copy of the Second Quarter Press Release is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit
99.2, shall not be deemed "filed" with the SEC 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 Company also announced in the Second Quarter Press Release that its Board of
Directors authorized a share repurchase program, pursuant to which the Company
may purchase up to $100 million of its common stock in open market purchases
based upon price, general economic and market conditions and trading
restrictions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 -- Press Release dated August 7, 2007.
99.2 -- Press Release dated August 7, 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: August 7, 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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99.1 Press Release dated August 7, 2007
99.2 Press Release dated August 7, 2007