Pediatrix Medical (MD) S-8Registration of securities for employees

As filed with the Securities and Exchange Commission on August 6, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mednax, Inc.

(Exact name of registrant as specified in its charter)

1301 Concord Terrace

Sunrise, Florida 33323

(Address of Principal Executive Offices)

Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan

(Full title of the plan)

Dominic J. Andreano, Esq.

Executive Vice President,

General Counsel and Secretary

Mednax, Inc.

1301 Concord Terrace

Sunrise, Florida 33323

(Name and address of agent for service)

(954) 384-0175

(Telephone number, including area code, of agent for service)

Copies to:

Joshua M. Samek, Esq.

DLA Piper LLP (US)

200 South Biscayne Boulevard

Suite 2500

Miami, Florida 33131-5341

(305) 423-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Mednax, Inc., a Florida corporation (the “Registrant”), for the purpose of registering an additional 7,200,000 shares of its common stock, $0.01 par value per share (“Common Stock”), issuable pursuant to the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan (the “Plan”). The Registrant’s shareholders approved the amendment and restatement of the Plan to, among other things, increase the number of shares of Common Stock available for issuance under the Plan at the Registrant’s Annual Meeting of Shareholders on May 12, 2021.

Pursuant to Instruction E of Form S-8, the contents of the previously filed Registration Statements on Form S-8 (File Nos. 333-151272, 333-181667 and 333-231826), as filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2008, May 24, 2012 and May 30, 2019, respectively, as amended, are incorporated herein by reference, except to the extent supplemented, amended, or superseded by the information set forth or incorporated herein.

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Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents, which have been filed with the SEC, are hereby incorporated by reference into this registration statement:

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

Item. 8 Exhibits

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida on this 6th day of August, 2021.

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POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Mark S. Ordan, Dominic J. Andreano and C. Marc Richards such person’s true and lawful attorney-in-fact, each acting alone, with full powers of substitution and resubstitution, with authority to execute in the name of each such person, and to file with the SEC, 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 SEC 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 registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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