PEDIATRIX MEDICAL GROUP INC
8-A12B, 1996-09-04
HOSPITALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                          PEDIATRIX MEDICAL GROUP, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                     FLORIDA                            65-0271219
         -----------------------------------         -----------------
               (State of incorporation                (I.R.S. Employer
                  or organization)                   Identification No.)


                1455 NORTHPARK DRIVE
              FORT LAUDERDALE, FLORIDA                     33326
         -----------------------------------         -----------------
      (Address of principal executive offices)           (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

              TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH
              TO BE SO REGISTERED              EACH CLASS IS TO BE REGISTERED
              -------------------              -------------------------------

         COMMON STOCK, $.01 PAR VALUE              NEW YORK STOCK EXCHANGE


Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                    -----------------------------------------
                                (Title of Class)

<PAGE>

ITEM 1.       DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              Reference is made to the discussion of the Registrant's Common
Stock in the section entitled "Description of Capital Stock" contained in the
Registrant's Registration Statement on Form S-1 (File No. 33-95086), filed with
the Securities and Exchange Commission on July 28, 1995 (as amended, the
"Registration Statement"), which disclosures are incorporated by reference
herein.


ITEM 2.       EXHIBITS.

              The following is a list of exhibits filed with the New York Stock
Exchange:

                  1.       The Company's Annual Report on Form 10-K for the
                   fiscal year ended December 31, 1995.

                  2        The Company's Quarterly Reports on Form 10-Q for
                   the fiscal quarters ended March 31, 1996 and June 30, 1996.

                  3.       A copy of the Company's latest registration
                   statement on Form S-1 filed on June 28, 1996 with the
                   Securities and Exchange Commission and amendments thereto.

                  4.       Notice of Annual Meeting and Proxy Statement relating
                   to the Annual Meeting of Shareholders held on May 8, 1996.

                  5.       Amended and Restated Articles of Incorporation of the
                   Company.

                  6.       By-laws of the Company.

                  7.       Specimen of Common Stock certificate

                  8.       1995 Annual Report to Shareholders.

                                      -2

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                         PEDIATRIX MEDICAL GROUP, INC.



                                         By: /s/ CATHY J. LERMAN
                                            -----------------------------
                                             Cathy J. Lerman
                                             Vice President, General Counsel and
                                             Corporate Secretary

Dated: August 27, 1996

                                      -3-


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