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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PEDIATRIX MEDICAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
FLORIDA 65-0271219
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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1455 NORTHPARK DRIVE
FORT LAUDERDALE, FLORIDA 33326
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(Address of Principal Executive Offices)
PEDIATRIX MEDICAL GROUP, 1996 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the Plans)
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ROGER J. MEDEL, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PEDIATRIX MEDICAL GROUP, INC.
1455 NORTHPARK DRIVE
FORT LAUDERDALE, FLORIDA 33326
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(Name and address of agent for service)
(954) 384-0175
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(Telephone number, including area code, of agent for service)
Copy to:
Rebecca R. Orand, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0557
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered per share (1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 500,000
$.01 par value . . . . . . . . . shares $49.75 $24,875,000 $8,578
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(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of the average of the
high and low sale price of the Common Stock on June 24, 1996.
Page 1 of 7 Pages
Exhibit Index at Page II-7
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as
indicated:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(b) the Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1996, and all other reports filed by
the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since
January 1, 1996;
(c) the description of the Registrant's Common Stock filed as a
part of the Registrant's Registration Statement, as amended,
on Form S-1 under the Securities Act of 1933 (Registration
No. 33-95086).
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the
extent provided in such statute. The Registrant's Amended and Restated
Articles of Incorporation provide that the Registrant may indemnify its
executive officers and directors to the fullest extent permitted by law either
now or hereafter. The Registrant has also entered into an agreement with each
of its directors and certain of its officers wherein it has agreed to indemnify
each of them to the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other
forms of nonmonetary relief will remain available under Florida law. In
addition, each director will continue to be subject to liability for (a)
violations of the criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; (b) deriving an improper personal benefit from a
transaction; (c) voting for or assenting to an unlawful distribution; and (d)
willful misconduct or a conscious disregard for the best interests of the
Registrant in a proceeding by or in the right of the Registrant to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or controlling persons of Registrant, pursuant to the
foregoing provisions or otherwise, Registrant has been advised that, in the
opinion of the Securities and Exchange Commission (the "Commission"), such
indemnification is against public policy as expressed in the 1933 Act, and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the
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Registrant of expenses incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1993 Act and will be
governed by the final adjudication of such issue.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-7.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities
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<PAGE> 4
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida on June 26,
1996.
PEDIATRIX MEDICAL GROUP, INC.
By:/s/ Roger J. Medel, M.D.
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Roger J. Medel, M.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Roger J. Medel, M.D. and Lawrence
M. Mullen his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the
same, with exhibits thereto, and other documents to be filed in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes, each acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Roger J. Medel, M.D. President, Chief Executive Officer June 26, 1996
- ---------------------------------- and Director (principal executive officer)
Roger J. Medel, M.D.
/s/ Lawrence M. Mullen Vice President and Chief June 26, 1996
- ---------------------------------- Financial Officer (principal financial
Lawrence M. Mullen and accounting officer)
/s/ Richard J. Stull, II Executive Vice President, Chief Operating June 26, 1996
- ---------------------------------- Officer and Director
Richard J. Stull, II
/s/ E. Roe Stamps, IV Director June 26, 1996
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E. Roe Stamps, IV
/s/ Bruce R. Evans Director June 26, 1996
- ----------------------------------
Bruce R. Evans
/s/ Frederick V. Miller, M.D. Director June 26, 1996
- ----------------------------------
Frederick V. Miller, M.D.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Michael B. Fernandez Director June 26, 1996
- ----------------------------------
Michael B. Fernandez
/s/ Albert H. Nahmad Director June 26, 1996
- ----------------------------------
Albert H. Nahmad
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C>
4.1 Registrant's Amended and Restated Articles of
Incorporation(1).
4.2 Registrant's Bylaws(2).
4.3 Pediatrix Medical Group, Inc. 1996 Qualified Employee Stock
Purchase Plan(3)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. (contained in its opinion filed as Exhibit
5.1 hereto)
24 Power of Attorney is included in the Signatures section of
this Registration Statement
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 33-95086).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 33-95086).
(3) Incorporated by reference to Exhibit 10.25 filed with the Registrant's
Form 10-Q for the period ended March 31, 1996.
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<PAGE> 1
EXHIBIT 5.1
June 28, 1996
Pediatrix Medical Group, Inc.
1455 Northpark Drive
Fort Lauderdale, Florida 33326
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, Pediatrix Medical Group, Inc., a Florida corporation
(the "Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering and sale by the Company of up to 500,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), pursuant
to the Company's 1996 Qualified Employee Stock Purchase Plan (the "Plan"). We
have acted as special counsel to the Company in connection with the
preparation and filing of the Registration Statement.
<PAGE> 2
Pediatrix Medical Group, Inc.
June 28, 1996
Page 2
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan, any amendments thereto, and the
preparation of the Registration Statement and related matters; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 500,000 authorized and unissued
shares of Common Stock from which the 500,000 shares of Common Stock proposed
to be sold pursuant to the Plan may be issued, and, assuming that the Company
maintains an adequate number of authorized and unissued shares of Common Stock
available for issuance pursuant to purchases made under the Plan and the
consideration for shares of Common Stock issued pursuant to the Plan is
actually received by the Company as provided in the Plan, the shares of Common
Stock issued pursuant to purchases made under and in accordance with the terms
of the Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
<PAGE> 1
Exhibit 23.1
CONSENT TO INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of Pediatrix Medical Group, Inc. on Form S-8 of our report dated
January 29, 1996, on our audits of the financial statements and financial
statement schedule of Pediatrix Medical Group, Inc., our report dated July 21,
1995, on our audit of the financial statements of Neonatal and Pediatric
Intensive Care Medical Group, Inc. and our report dated June 17, 1996, on our
audit of the financial statements of Rocky Mountain Neonatology, P.C., which
reports appear in the registration statement on Form S-1 of Pediatrix Medical
Group, Inc. filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Fort Lauderdale, Florida
June 28, 1996
