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MD > SEC Filings for MD > Form 8-K on 20-Dec-2013All Recent SEC Filings

Show all filings for MEDNAX, INC.

Form 8-K for MEDNAX, INC.


Material Modification to Rights of Security Holders, Amendments to Articles of Inc.

Item 3.03 Material Modifications to Rights of Security Holders.

On December 16, 2013, MEDNAX, Inc. (the "Company") filed Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Articles of Incorporation with the Department of State of the State of Florida in order to effect the previously announced two-for-one split ("Stock Split") of the common stock, $0.01 par value per share (the "Common Stock"), of the Company. As a result of the Stock Split, the 100 million shares of Common Stock authorized for issuance prior to the Stock Split was divided into 200 million shares of Common Stock (with no change in par value) and each issued and outstanding share of Common Stock was divided into two shares of Common Stock. The Articles of Amendment became effective at 5:00 p.m., Eastern Time on December 19, 2013. Shareholders of record on the effective date will receive one additional share of Common Stock for each share of Common Stock then held, without any further action on the part of the Company's shareholders.

In addition, the Company's Board of Directors has authorized adjustments to outstanding awards under the Company's equity compensation plans in order to preserve the rights of the holders of such awards following the Stock Split.

The Articles and Amendment and a copy of the notice distributed to the Company's shareholders regarding the Stock Split are attached hereto as Exhibits 3.1 and 99.1, respectively, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information in Item 3.03 above is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of MEDNAX, Inc., effective as of December 19, 2013.

99.1 Shareholders' Notice.

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