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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): FEBRUARY 14, 2001
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-267620 65-0271219
(State or other (Commission File Number) (I.R.S. employer)
jurisdiction)
1301 CONCORD TERRACE
SUNRISE, FLORIDA 33323-2825
(Address of principal executive
offices, including zip code)
(954) 384-0175
(Registrant's telephone number, including area code)
1455 North Park Drive
Fort Lauderdale, Florida 33326
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 14, 2001, Pediatrix Medical Group, Inc., a Florida
corporation ("Pediatrix"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") among Pediatrix, Infant Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Pediatrix ("Sub"), and Magella
Healthcare Corporation, a Delaware corporation ("Magella"). Pursuant to the
Merger Agreement, and subject to the conditions set forth therein (including
approval by the stockholders of Magella of the transaction and approval by the
shareholders of Pediatrix of the issuance of Pediatrix common shares pursuant to
the Merger Agreement), Sub would be merged with and into Magella (the "Merger").
At the effective time of the Merger, the separate existence of Sub would cease
and Magella would continue as the surviving corporation and as a wholly owned
subsidiary of Pediatrix. The Merger is intended to be a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended, and would
be treated as a purchase for financial accounting purposes.
In the Merger, holders of shares of Magella stock outstanding
immediately prior to the effective time of the Merger (other than shares to be
canceled in accordance with the merger agreement and shares as to which
appraisal rights have been properly exercised) would receive, in exchange for
each share of Magella stock held by them, a fraction (the "Exchange Ratio") of a
share of Pediatrix common stock equal to the product of (x) one-thirteenth times
(y) (A) in the case of Magella common stock, one, or (B) in the case of any
other class or series of Magella stock, that number of shares of Magella common
stock into which one share of such other class or series of Magella stock is
then convertible. A total of approximately 6.8 million shares of Pediatrix
common stock would be issued in the Merger. In addition, at the effective time
of the Merger, Pediatrix would assume all options outstanding under Magella's
existing stock option plans, and each option would be exercisable for shares of
Pediatrix common stock rather than shares of Magella common stock, in an amount
adjusted to reflect the Exchange Ratio, and at an exercise price adjusted to
reflect the Exchange Ratio. Pediatrix would also assume at the effective time of
the Merger all convertible debt issued by Magella (an aggregate principal amount
of $23.5 million) which, subject to agreement by each holder thereof, would be
convertible into that number of shares of Pediatrix common stock that such
holder would have received if such holder's convertible debt had been converted
into Magella common stock immediately prior to the effective time of the Merger.
In connection with the Merger Agreement, certain stockholders of
Magella representing a majority of the outstanding shares of Magella voting
stock have executed a stockholders' agreement (the "Stockholders' Agreement")
requiring them to vote their shares of Magella stock in favor of the Merger and
the Merger Agreement and, immediately prior to the effective time of the Merger,
to exercise warrants held by them to purchase Magella non-voting common stock.
Stockholders of Magella who will receive approximately 49% of the
Pediatrix common shares to be issued in the Merger have agreed to execute an
agreement attached as Exhibit B to the Merger Agreement restricting their
ability to dispose of such shares until three to twelve months after the Merger.
The Merger Agreement and the Stockholders' Agreement are attached as
Exhibits 2.1 and 10.40 hereto, respectively. On February 15, 2001, Pediatrix
issued a press release regarding the Merger Agreement which is attached as
Exhibit 99.1 hereto.
ITEM 7(C). EXHIBITS
See Exhibit Index.
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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 hereunto duly authorized.
Pediatrix Medical Group, Inc.
Date: February 15, 2001 By: /s/ ROGER J. MEDEL
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Name: Roger J. Medel, M.D.
Title: Chief Executive Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of February 14, 2001,
among Pediatrix Medical Group, Inc., a Florida corporation,
Infant Acquisition Corp., a Delaware corporation, and Magella
Healthcare Corporation, a Delaware corporation.
10.40 Stockholders' Agreement dated as of February 14, 2001, among
Pediatrix Medical Group, Inc., a Florida corporation, Infant
Acquisition Corp., a Delaware corporation, John K. Carlyle, an
individual, Cordillera Interest, Ltd., a corporation, Steven
K. Boyd, an individual, Ian M. Ratner, M.D., an individual,
Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware limited
partnership, WCAS Healthcare Partners, L.P., a Delaware
limited partnership, the persons listed on Schedule A to the
Stockholders' Agreement, Leonard Hilliard, M.D., an
individual, The Hilliard Family Partnership, Ltd., a
corporation, and Gregg C. Lund, D.O., an individual.
99.1 Press release dated February 15, 2001.