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) March 31, 1999
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PEDIATRIX MEDICAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-26762 65-0271219
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(Commission File Number) (IRS Employer Identification No.)
1455 North Park Drive
Ft. Lauderdale, Florida 33326
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (954) 384-0175
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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ADOPTION OF PREFERRED SHARE PURCHASE RIGHTS PLAN AND BYLAW AMENDMENTS
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On March 31, 1999, the Board of Directors of Pediatrix Medical Group,
Inc., (the "Company"), adopted a Preferred Share Purchase Rights Plan (the
"Rights Plan") and, in connection therewith, declared a dividend distribution of
one preferred share purchase right ("Right") on each outstanding share of the
Company's common stock to shareholders of record at the close of business on
April 9, 1999. The Board of Directors also adopted various amendments to the
Company's Bylaws.
Subject to the terms of the Rights Plan, each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
the Company's Series A Junior Participating Preferred Stock (the "Preferred
Shares") (or in certain circumstances, cash, property or other securities). Each
Right has an initial exercise price of $150.00 for one one-thousandth of a
Preferred Share (subject to adjustment). The Rights will be exercisable only if
a person or group acquires 15% or more of the Company's common stock or
announces a tender or exchange offer the consummation of which would result in
ownership by a person or group of 15% or more of the common stock. Upon any such
occurrence, each Right will entitle its holder (other than such person or group
of affiliated or associated persons) to purchase, at the Right's then-current
exercise price, a number of the Company's common shares having a market value of
twice such price.
This description of the Rights Plan is not complete and is qualified in
its entirety by reference to the copy of the Rights Plan attached as Exhibit 4.1
hereto and the Press Release attached as Exhibit 99.1 hereto, which Exhibits are
both incorporated herein by reference.
Also on March 31, 1999, the Company's Board of Directors amended and
restated the Company's Bylaws to provide for certain procedures and other
provisions in connection with shareholder meetings, actions by written consent
and other matters. These include the addition of procedures that authorize the
Chairman of any shareholders' meeting to adjourn the meeting, and for the Board
to have authority to postpone a shareholders' meeting by public announcement
prior to the scheduled meeting date; procedures for shareholders to take action
without a meeting by written consent; and a provision authorizing the Board to
establish special voting and/or quorum requirements with respect to
authorizations, approvals and/or determinations by the Board (or by designated
directors or subgroups or committees of directors). These provisions could
render more difficult or discourage an attempt to obtain control of the Company
through a proxy contest or consent solicitation. This description of the
Company's amended Bylaws is not complete and is qualified in its entirety by
reference to the Company's Amended and Restated Bylaws attached as Exhibit 3.2
hereto and the Press Release attached as Exhibit 99.1 hereto, which Exhibits are
both incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financials and Exhibits
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(c) Exhibits
Exhibit
Number Description
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3.1 Articles of Designation of Series A Junior Participating
Preferred Stock.
3.2 Amended and Restated Bylaws of the Registrant (as of
March 31, 1999).
4.1 Rights Agreement, dated as of March 31, 1999, between the
Registrant and BankBoston, N.A., as Right Agent including
the form of Articles of Designations of Series A Junior
Participating Preferred Stock attached as Exhibit A hereto,
and the form of Rights Certificate attached as Exhibit B
thereto.
99.1 Press release, dated March 31, 1999, announcing the
Registrant's adoption of Share Purchase Rights Plan and
Bylaw amendments.
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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 thereunto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
Dated: April 6, 1999 By:/s/ Roger J. Medel, M.D., M.B.A.
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Roger J. Medel, M.D., M.B.A.
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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3.1 Articles of Designation of Series A Junior Participating
Preferred Stock.
3.2 Amended and Restated Bylaws of the Registrant (as of
March 31, 1999).
4.1 Rights Agreement, dated as of March 31, 1999, between the
Registrant and BankBoston, N.A., as Right Agent including
the form of Articles of Designations of Series A Junior
Participating Preferred Stock attached as Exhibit A hereto,
and the form of Rights Certificate attached as Exhibit B
thereto.
99.1 Press release, dated March 31, 1999, announcing the
Registrant's adoption of Share Purchase Rights Plan and
Bylaw amendments.