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)
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Florida
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26-3667538
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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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):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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Common Stock, $0.01 par value, to be issued under the Mednax,
Inc. Amended and Restated 2008 Incentive Compensation Plan
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7,200,000
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$29.48
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$212,256,000
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$23,157.13
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock, $0.01 par value (the Common Stock), of Mednax, Inc. (the Registrant) which become issuable under the Mednax, Inc. Amended and Restated 2008
Incentive Compensation Plan (the Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our
outstanding shares of Common Stock. In addition, if any Awards (as defined in the Plan) are forfeited, expire or otherwise terminate without issuance of the underlying shares of Common Stock, or any Award is settled for cash, or otherwise does not
result in the issuance of all or a portion of the shares of Common Stock underlying such Award, the shares of Common Stock underlying those Awards, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for delivery with respect to Awards under the Plan; provided, however, that shares of Common Stock tendered or withheld to pay the exercise price for any Award or to pay taxes
relating to any Award shall not again be available for delivery with respect to Awards under the Plan and, provided further, that Stock Appreciation Rights that are settled in shares of Common Stock shall count against the shares of Common Stock
issuable under the Plan based upon the full number of shares of Common Stock that are subject to the Award.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and
(h) of the Securities Act on the basis of the average of the high and low price of a share of Common Stock as reported by the New York Stock Exchange on August 2, 2021.
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