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) December 13, 1999
--------------------------------
PEDIATRIX MEDICAL GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-26762 65-0271219
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
1455 North Park Drive
Ft. Lauderdale, Florida 33326
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 384-0175
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
---------------------------------------------
The accounting firm of PricewaterhouseCoopers LLP ("PWC")
(formerly Coopers & Lybrand L.L.P) was previously engaged as the principal
independent accountants of Pediatrix Medical Group, Inc. (the "Company") during
fiscal years 1996 and 1997 and throughout fiscal year 1998. As a result of an
accounting and auditing enforcement administrative proceeding in which the
Securities and Exchange Commission (the "SEC") determined that PWC had violated
the auditor independence rules, the Company also engaged KPMG LLP ("KPMG") in
January 1999 to audit the Company's 1998 financial statements. On March 29,
1999, the Company's Audit Committee dismissed PWC, and KPMG became the Company's
principal independent accountants.
On December 13, 1999, the Company dismissed the accounting firm
of KPMG as the Company's principal accountant and retained the service of PWC as
their principal accountant. The decision to change accountants was approved by
the Company's Audit Committee.
KPMG's report on the financial statements of the Company for
fiscal year 1998 (the only year for which KPMG has issued a report on the
financial statements of the Company) did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's most recent fiscal year and for the
interim periods through December 13, 1999, there were no disagreements between
the Company and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused it
to make reference to the subject matter of the disagreement in connection with
its audit report. However, during the process of conducting the audit of the
Company's 1998 financial statements, KPMG questioned the historical accounting
of capitalizing certain acquisition-related bonus costs. The Company discussed
the historical accounting with KPMG and PWC and sought clarification from the
SEC regarding this accounting matter. The SEC did not require the Company to
restate any financial statements provided that the Company agreed to
prospectively adopt an accounting policy to expense all such bonuses for
transactions occurring on or after January 1, 1999, which policy was adopted by
the Company effective January 1, 1999.
Also during the audit of the Company's 1998 financial
statements, KPMG noted, in a report dated March 22, 1999, certain reportable
conditions in the Company's internal control procedures regarding residual debit
balances and overpayments due to patients and payors. These conditions were
reported to and discussed with the Company's Audit Committee. As a result of
these conditions, KPMG expanded the scope of its audit to ensure that the
information contained in the Company's financial statements were fairly stated
in accordance with generally accepted accounting principles. KPMG issued an
unqualified opinion on the Company's 1998 financial statements. Subsequent to
the completion of the 1998 audit, the Company has strengthened its controls over
these areas through process change and the dedication of appropriate personnel.
Through these changes the Company has enhanced its ability to identify and
resolve these items in a timely manner. Pediatrix has authorized KPMG to respond
fully to any inquiries by PWC regarding these items.
1
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
-------------------------------
Not applicable.
(c) Exhibits
--------
It is not possible at this time to file the acknowledgement letter from
KPMG LLP to the Securities and Exchange Commission regarding the
statements made by the Company in Item 4, Changes in the Registrant's
Certifying Accountant, as required by Regulation S-K. The Company will
amend this Report to include such letter as soon as practicable, but no
later than ten business days from the date hereof.
2
<PAGE>
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 thereunto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
Dated: December 20, 1999 By: /s/ Karl Wagner
------------------------------------------
Karl Wagner, Vice President and Chief
Financial Officer
3
