As filed with the Securities and Exchange Commission on November 14, 2002
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.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0271219
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1301 CONCORD TERRACE
SUNRISE, FLORIDA 33323-2825
(Address of principal executive offices, including zip code)
PEDIATRIX MEDICAL GROUP
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
BRIAN T. GILLON
EXECUTIVE VICE PRESIDENT, CORPORATE
DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
PEDIATRIX MEDICAL GROUP, INC.
1301 CONCORD TERRACE, SUNRISE, FLORIDA 33323-2825
(Name and address of agent for service)
(954) 384-0175
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION
SHARE (1) (1) FEE
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Common Stock,
par value $.01 per share (2) 250,000 $36.62 $9,155,000 $842.26(4)
shares(3)
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(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, on the basis of the average of the high and low
sale prices reported for shares of Common Stock on the New York Stock
Exchange on November 12, 2002.
(2) This Registration Statement also covers rights to purchase the registrant's
Series A Junior Participating Preferred Stock that presently are attached
to and trade with the Common Stock. Any value attributable to such rights
is reflected in the market price of the Common Stock.
(3) This Registration Statement is being filed pursuant to General Instruction
E to Form S-8 to register additional shares issuable under the employee
benefit plan described herein, which shares were previously registered
under the registrant's Registration Statement on Form S-8 (No. 333-07061)
(the "Prior Registration Statement") and have been transferred from the
registrant's 1996 Qualified Employee Stock Purchase Plan to the employee
benefit plan described herein .
(4) The registration fee payable hereunder is offset in full by aggregate fees
of $4,289 previously paid in connection with the registration of 250,000
shares of Common Stock under the Prior Registration Statement.
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EXPLANATORY NOTE
At the registrant's annual meeting of shareholders held on May 14,
2002, the registrant's shareholders approved amendments to the registrant's 1996
Qualified Employee Stock Purchase Plan and the registrant's 1996 Non-Qualified
Employee Stock Purchase Plan transferring 250,000 shares issuable under the 1996
Qualified Employee Stock Purchase Plan to the 1996 Non-Qualified Employee Stock
Purchase Plan, increasing the maximum number of shares issuable under the 1996
Non-Qualified Employee Stock Purchase Plan from 500,000 shares to 750,000
shares, which includes 250,000 shares previously registered under Registration
Statement on Form S-8 (No. 333-07061) and 500,000 shares registered under
Registration Statement on Form S-8 (No. 333-07059). This registration statement
registers the additional 250,000 shares now issuable under the 1996
Non-Qualified Employee Stock Purchase Plan, as amended and restated (the
"Additional Shares"). Additionally, this registration statement amends and
restates the information contained in the registrant's Registration Statement on
Form S-8 (No. 333-07059) in respect of the employee benefit plan described
herein and includes as an exhibit filed herewith, the 1996 Non-Qualified Stock
Purchase Plan, as amended and restated.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.
(b) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended March 31, 2002.
(c) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended June 30, 2002.
(d) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended September 30, 2002.
(e) The description of the registrant's common stock contained
in the Registration Statement on Form 8-A filed by the registrant with the
Commission on September 14, 1995, including any amendment or report filed for
the purpose of updating such description.
(f) The description of the rights to purchase the registrant's
Series A Junior Participating Preferred Stock contained in the Registration
Statement on Form 8-A filed by the registrant with the Commission on April 6,
1999, including any amendment or report filed for the purpose of updating such
description.
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In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, 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, are deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the respective dates of filing of such documents (such documents, and the
documents described in paragraphs (a) through (c) above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Documents modifies or supersedes such first
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gregg S. Bloom rendered the opinion (attached as Exhibit 5.1
hereto) as to the legality of the Additional Shares registered under this
Registration Statement. Mr. Bloom is an employee of the registrant and has been,
and from time to time may be, granted options to purchase shares of common stock
of the registrant during the course of his employment with the registrant. Mr.
Bloom owns no shares of common stock of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act permits a corporation to
indemnify the following persons (using a case-by-case determination) against
liabilities arising in the following circumstances:
(i) any person who was or is party to any proceeding by reason
of his or her service as a director, officer, employee or agent of the
corporation; or
(ii) any person serving in such capacity, at the request of
the corporation, for another corporation or business entity.
To be indemnified, a person seeking indemnification must have
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation. With respect to any
criminal action or proceeding, such person must have had no reasonable cause to
believe his or her conduct was unlawful. Under Florida law the corporation can
indemnify such a person who is a party to any proceeding by or in the right of
the corporation against expenses and amounts paid in settlement which were
actually and reasonably incurred in connection with the defense or settlement of
the proceeding. Such indemnification may not exceed the board of directors'
estimated expense of litigating the matter to a conclusion. No indemnification
shall be made in respect of any issue as to which such person shall have been
adjudged to be liable unless, and only to the extent that, a court shall
determine, in view of all circumstances, that such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.
Under the Florida Business Corporation Act, indemnification
for expenses actually and reasonably incurred in the defense of any proceeding
is mandatory to the extent that a director, officer, employee or agent is
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successful in such defense. Florida law also allows a corporation to provide any
other or further indemnification or advancement of expenses to its directors,
officers, employees or agents; however such indemnification or advancement of
expenses may not extend to situations where a final adjudication establishes
that such person's actions, or omissions to act, were material to the cause of
action so adjudicated and constitute:
(i) a criminal violation, unless such person had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful;
(ii) a transaction from which such person derived an improper
personal benefit;
(iii) in the case of a director, a circumstance under which
the director would be liable for authorizing an improper distribution; or
(iv) willful misconduct or conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor, or in a proceeding by or in the
right of a shareholder.
The amended and restated articles of incorporation of the
registrant provide that the registrant shall indemnify and may advance expenses
to its officers and directors to the fullest extent permitted by the current
law. The registrant has secured insurance covering the registrant and its
directors and officers and those of its principal subsidiaries and affiliate
companies against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The 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 to include any material
information with respect to the plan of distribution
not previously disclosed in this Registration
Statement or any material change of such information
in this 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;
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(b) The 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 Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in this 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, as
amended, 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida
on November 14, 2002.
Pediatrix Medical Group, Inc.
By: /s/ Karl B. Wagner
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Name: Karl B. Wagner
Title: Chief Financial Officer
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POWERS OF ATTORNEY
Each person whose signature to this Registration Statement
appears below hereby appoints Roger J. Medel, M.D., Kristen Bratberg and Karl B.
Wagner, and each of them, as his or her attorneys-in-fact, with full power of
substitution and resubstitution, to execute in the name and on behalf of such
person, individually and in the capacity stated below, and to file, all
amendments to this Registration Statement, which amendments may make such
changes in and additions to this Registration Statement as such
attorneys-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Roger J. Medel, M.D.
----------------------------------- Chairman of the Board, Chief Executive November 14, 2002
Roger J. Medel, M.D. Officer and Director
/s/ Karl B. Wagner
----------------------------------- Chief Financial Officer November 14, 2002
Karl B. Wagner
/s/ Kristen Bratberg
----------------------------------- President and Director November 14, 2002
Kristen Bratberg
/s/ Cesar L. Alvarez
---------------------------------- Director November 14, 2002
Cesar L. Alvarez
---------------------------------- Director November , 2002
Waldemar A. Carlo, M.D.
---------------------------------- Director November , 2002
John K. Carlyle
/s/ M. Douglas Cunningham, M.D.
---------------------------------- Director November 14, 2002
M. Douglas Cunningham, M.D.
---------------------------------- Director November , 2002
Michael B. Fernandez
/s/ Roger K. Freeman, M.D.
---------------------------------- Director November 14, 2002
Roger K. Freeman, M.D.
/s/ Ian M. Ratner, M.D.
---------------------------------- Director November 14, 2002
Ian M. Ratner, M.D.
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation of the
registrant (incorporated by reference to Exhibit 3.1 to the
registrant's Registration Statement on Form S-1 (Registration
No. 33-95086)).
4.2 Amended and Restated Bylaws of the registrant (incorporated by
reference to Exhibit 3.2 to the registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 2000).
4.3 Articles of Designations of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1 to
the registrant's Current Report on Form 8-K dated March 31,
1999).
4.4 Rights Agreement dated as of March 31, 1999, between the
registrant and BankBoston, N.A., as rights agent, including
the form of Articles of Designations of Series A Junior
Participating Preferred Stock and the form of Rights
Certificate (incorporated by reference to Exhibit 4.1 to the
registrant's Current Report on Form 8-K dated March 31, 1999).
4.5* Pediatrix Medical Group 1996 Non-Qualified Employee Stock
Purchase Plan, as amended and restated.
5.1* Opinion of Gregg S. Bloom as to the legality of the shares
being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Gregg S. Bloom (included in Exhibit 5.1 hereto).
24.1* Powers of Attorney (included on signature pages hereto).
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* Filed herewith.
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