RegAlert2008-12-17
Added · Updated
SEC Division of Corporation Finance no-action letter: Pediatrix Medical Group, Inc.
The Division of Corporation Finance agrees that Mednax, Inc. (Holdings) may be treated as a successor registrant to Pediatrix Medical Group, Inc. for purposes of Forms S-3, S-4, and S-8, allowing Holdings to utilize the Company's prior registration history and trading volume to meet eligibility requirements and continue offerings under existing effective registration statements. Holdings Common Stock and Holdings Purchase Rights are deemed registered under the Exchange Act by operation of Rule 12g-3, and Holdings is deemed a large accelerated filer immediately following the merger. Persons holding Schedule 13D or 13G statements for the Company are not required to file additional or amended statements, and dealers of Holdings Common Stock are exempt from prospectus delivery requirements under Rule 174(b).
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Greenberg
Traurig Securities Act of 1933
Rules 144, 174 and 414
Forms S-3, S-4 and S-8
Securities Exchange Act of 1934
Sections 12(b) and 12(g)
Rules 12b-2 and 12g-3
Schedules 13Dand 13G
Ira N. Rosner, Esq.
(305) 579 0844
December 17,2008
[Via Email to cfletters@sec.gov]
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street,N.E.
Washington, D.C. 20549
Re: Pediatrix Medical Group, Inc. - Holding Company Reorganization Ladies and Gentlemen:
We are counsel for Pediatrix Medical Group, Inc., a Florida corporation (the
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