UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 19, 2005 PEDIATRIX MEDICAL GROUP, INC. (Exact name of registrant as specified in its charter) Florida 001-12111 65-0271219 (State or other jurisdiction Commission File (IRS Employer of incorporation) Number Identification No.) 1301 Concord Terrace Sunrise, FL 33323 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 384-0175 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 2.02. Results of Operations and Financial Condition. ---------------------------------------------------------- On July 19, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a press release ("Press Release") announcing that it expects earnings per share of $1.14 for the three months ended June 30, 2005. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated in this Current Report by reference. Item 9.01. Financial Statements and Exhibits. --------------------------------------------- Item 9.01(a) Financial Statements of businesses acquired: Not applicable. Item 9.01(b) Pro Forma Financial Information: Not applicable. Item 9.01(c) Exhibits: 99.1 Press Release of Pediatrix Medical Group, Inc. dated July 19, 2005. SIGNATURES Pursuant of 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. (Registrant) Date: July 19, 2005 By: /s/ Karl B. Wagner ---------------------------- Karl B. Wagner Chief Financial Officer (c) Exhibits 99.1 Press Release of Pediatrix Medical Group, Inc., dated July 19, 2005.