<PAGE> 1
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
PEDIATRIX MEDICAL GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0271219
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1455 NORTHPARK DRIVE
FORT LAUDERDALE, FLORIDA 33326
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PEDIATRIX MEDICAL GROUP, INC. AMENDED AND RESTATED STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
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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
<TABLE>
<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,
$.01 par value . . . . . . . . . 1,000,000 shares $20.00 - $49.75 $44,481,287.50 $15,339
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, on the basis of (i) the actual price of $20.00, $21.50, $24.00,
$26.87, $31.50, $36.75 and $44.00 for an aggregate of 52,000, 20,000,
10,000, 5,000, 2,250, 200,000 and 25,000 options, respectively, to purchase
Common Stock being registered, which have already been granted under the
Company's Amended and Restated Stock Option Plan, and (ii) the average of
the high and low sale price of the Common Stock on June 24, 1996 with
respect to the 685,750 shares of Common Stock subject to future grants under
the Amended and Restated Stock Option Plan.
Page 1 of 4 Pages
Exhibit Index at Page II-4
<PAGE> 2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby
incorporated by reference in this Registration Statement:
The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as
indicated:
(a) the Registrant's Registration Statement on Form S-8
(Registration No. 33-97672), filed with the
Commission on October 3, 1995;(1)
(b) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(c) 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 Exchange Act since
January 1, 1996; and
(d) 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.
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(1) The Registration Statement on Form S-8 (Registration No. 33-97672)
(the "Original S-8") registered 1,500,000 shares of the
Registrant's Common Stock. At the Company's 1996 annual meeting of
shareholders, held on May 8, 1996, the Company's shareholders
approved an amendment to the Plan, which increased by 1,000,000 the
number of shares available for grant under the Plan from 1,500,000 to
2,500,000. This Registration Statement on Form S-8 registers these
additional 1,000,000 shares. After giving effect to the amendment
to the Plan approved by the Registrant's shareholders at the
Company's annual meeting, and the effectiveness of this Registration
Statement on Form S-8, the total number of shares registered on Form
S-8 and available for grant under the Plan will be 2,500,000.
II - 2
<PAGE> 3
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/Roger J. Medel, M.D. President, Chief Executive June 26, 1996
- ----------------------------------- Officer and Director
Roger J. Medel, M.D. (principal executive officer)
/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, June 26, 1996
- ----------------------------------- Chief Operating Officer
Richard J. Stull, II and Director
/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
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Bruce R. Evans
/s/Frederick V. Miller, M.D. Director June 26, 1996
- -----------------------------------
Frederick V. Miller, M.D.
/s/Michael B. Fernandez Director June 26, 1996
- -----------------------------------
Michael B. Fernandez
/s/Albert H. Nahmad Director June 26, 1996
- -----------------------------------
Albert H. Nahmad
</TABLE>
II - 3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<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 Amended and Restated Bylaws(2)
4.3 Pediatrix Medical Group, Inc. Amended and Restated Stock
Option Plan, as amended(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)
24.1 Power of Attorney is included in the Signatures section of
this Registration Statement
</TABLE>
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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 10.1 filed with the Registrant's Form
10-Q for the period ended March 31, 1996.
II - 4
<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 1,000,000
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), pursuant to stock options ("Options") granted or to be granted under
the Company's Amended and Restated Stock Option Plan, as amended (the "Plan").
<PAGE> 2
Pediatrix Medical Group, Inc.
June 28, 1996
Page 2
We have acted as special counsel to the Company in connection with the
preparation and filing of the Registration Statement.
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 1,000,000 authorized and unissued
shares of Common Stock from which the 1,000,000 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under 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 to those
persons who exercise Options granted under the Plan and the consideration for
shares of Common Stock issued pursuant to such Options is actually received by
the Company as provided in the Plan, the shares of Common Stock issued pursuant
to the exercise of Options granted 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
<PAGE> 3
Pediatrix Medical Group, Inc.
June 28, 1996
Page 3
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
