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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 27, 2007
PEDIATRIX MEDICAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 001-12111 65-0271219
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On February 27, 2007, management of Pediatrix Medical Group, Inc. (the
"Company") concluded, and the Audit Committee of the Company's Board of
Directors (the "Audit Committee") approved the conclusion, that the Company's
financial statements for the fiscal years ended December 31, 1995 through and
including 2005, the interim periods contained therein, and the fiscal quarter
ended March 31, 2006, and all earnings and press releases and similar
communications issued by the Company relating to periods commencing on January
1, 1995 and ending on March 31, 2006 should no longer be relied upon. The
conclusion was based upon instances of intentional backdating by a former
executive officer of the Company that occurred in the granting of stock options
prior to 2001, which instances were documented by the Audit Committee's
previously announced review of the Company's stock option granting practices.
The restatement is expected to include charges relating to these instances of
backdating in the periods prior to 2001 and misdating in those and subsequent
periods of certain other option grants as a result of process deficiencies.
Based on its analysis to date, however, the Company believes that total
additional non-cash compensation expense will not exceed the previously
announced tentative calculation of $28 million on a pre-tax basis for the 1995
through 2006 period.
Members of the Company's management authorized by the Audit Committee
have discussed the matters disclosed in this filing with PricewaterhouseCoopers
LLP, the Company's independent registered public accounting firm.
The Company issued a press release on February 28, 2007, a copy of
which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 8.01 Other Events.
On February 28, 2007, the Company announced that its Board of Directors
has approved the Company's participation in an Internal Revenue Service program
to pay certain individual tax obligations for employees, other than executive
officers, who exercised certain stock options during 2006 (the "IRS Program").
The IRS Program will cover non-executive officer employees ("Eligible
Employees") who are subject to adverse income tax consequences, including any
interest and penalties that result from a determination by the Audit Committee
that their options had been issued at exercise prices that are lower than
revised prices.
Additionally, the Company announced that the Board of Directors
indicated that following the conclusion of the Audit Committee review it intends
to implement a separate program that would increase the exercise prices on stock
option grants that remain outstanding and have revised measurement dates in
order to protect employees from any adverse tax consequences. It is expected
that this program and the Company's participation in the IRS Program as well as
payments to Eligible Employees in connection with these programs, including make
whole payments as compensation for the increased option prices and tax
gross-ups, will result in a pre-tax charge of not more than $7 million.
The Company issued a press release on February 28, 2007, a copy of
which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1-- Press Release dated February 28, 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 28, 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 28, 2007.