- Post-Effective Amendment to an S-8 filing (S-8 POS)
29 Dezember 2008 - 10:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 29, 2008
Registration No. 333-121125
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida
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65-0271219
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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1301 Concord Terrace
Sunrise, Florida 33323-2825
(Address of Principal Executive Offices)
Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan
(Full title of the Plan)
Thomas W. Hawkins, Esq.
Senior Vice President,
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
Copies to:
Ira N. Rosner, Esq.
Greenberg Traurig, P.A.
1221
Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On December 9, 2004, Pediatrix Medical Group, Inc. (the Company) filed with the Securities and Exchange Commission a registration
statement on Form S-8, Registration No. 333-121125 (the Registration Statement), registering 10,000 shares (on a post-two-for-one stock split basis) of the Companys common stock, $0.01 par value (Common Stock), to
be issued in connection with the Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan (the Thrift Plan). The Company has discontinued the availability of Common Stock under the Thrift Plan. Consequently, the Company is
filing this Post-Effective Amendment No. 1 to the Registration Statement to remove, and hereby does remove, from registration all shares of Common Stock registered on the Registration Statement that remain unissued under the Thrift Plan.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See Exhibit Index on page
II-3 below.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Post-Effective Amendment No. 1 to the 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 this 29th day of December, 2008.
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PEDIATRIX MEDICAL GROUP, INC.
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By:
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/s/ Roger J. Medel, M.D.
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Roger J. Medel, M.D.
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Thomas W. Hawkins and Karl B. Wagner his true and lawful attorney-in-fact with authority
to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to
this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Act, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Cesar L. Alvarez
Cesar L. Alvarez
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Chairman of the Board
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December 29, 2008
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/s/ Roger J. Medel, M.D.
Roger J. Medel, M.D.
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Chief Executive Officer and Director
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December 29, 2008
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/s/ Karl B. Wagner
Karl
B. Wagner
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Chief Financial Officer and Principal Accounting Officer
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December 29, 2008
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/s/ Waldemar A. Carlo, M.D.
Waldemar A. Carlo, M.D.
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Director
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December 29, 2008
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/s/ Michael B. Fernandez
Michael B. Fernandez
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Director
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December 29, 2008
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/s/ Roger K. Freeman, M.D.
Roger K. Freeman, M.D.
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Director
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December 29, 2008
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/s/ Paul G. Gabos
Paul
G. Gabos
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Director
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December 29, 2008
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/s/ Dany Garcia
Dany
Garcia
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Director
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December 29, 2008
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/s/ Pascal J. Goldschmidt, M.D.
Pascal J. Goldschmidt, M.D.
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Director
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December 29, 2008
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/s/ Manuel Kadre
Manuel
Kadre
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Director
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December 29, 2008
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/s/ Enrique J. Sosa
Enrique J. Sosa, Ph.D.
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Director
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December 29, 2008
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II-2
EXHIBIT INDEX
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Exhibit
Number
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Description
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24.1
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Power of Attorney (contained on the signature pages of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8)
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II-3
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