SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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Agreement; and -- Stockholders' Agreement." As of January 31, 1997, AmSurg had
issued options to purchase 906,783 shares of Class A Common Stock (of which
602,337 shares are vested) to employees and non-employee directors who, after
the Distribution and following the filing of a registration statement on Form
S-8 by AmSurg, will be able to exercise and immediately sell shares underlying
vested options. Of the 3,803,943 shares of Class A Common Stock that are
anticipated to be "restricted securities" immediately following the
Distribution, 3,502,698 will have satisfied a one-year holding period following
the Distribution. On February 7, 1997 and March 7, 1997, the Board of Directors
approved grants of options for the purchase of 117,166 shares of AmSurg Common
Stock to various AmSurg employees pursuant to the AmSurg 1997 Stock Incentive
Plan. The grant of such options and the Plan are subject to AmSurg stockholder
approval at the stockholders' meeting scheduled to be held on May   , 1997. All
options after the Distribution will be to purchase shares of Class A Common
Stock. Prior to the Distribution, there has been no market for the Class A
Common Stock and no prediction can be made as to the effect, if any, that the
sale of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Class A Common Stock in the public market could adversely affect prevailing
market prices and the ability of AmSurg to raise equity capital in the future.
 
     DILUTION AND IMPACT OF AMSURG PREFERRED STOCK.  Certain redemption and
conversion features of the AmSurg Series A Redeemable Preferred Stock, no par
value (the "Series A Preferred Stock") and the Series B Convertible Preferred
Stock, no par value (the "Series B Preferred Stock" and, together with the
Series A Preferred Stock, the "AmSurg Preferred Stock"), the award and exercise
of stock options by the management of AmSurg and the issuance of Class A Common
Stock in connection with the acquisitions and development of AmSurg surgery
centers and equity financings may cause dilution of the per share value of the
AmSurg Common Stock held by AmSurg stockholders. The conversion of the Series B
Preferred Stock into Class A Common Stock will result in such investors holding
between six and eight percent of the AmSurg Common Stock on a fully diluted
basis as of November 20, 1996 depending on the timing of the conversion. If not
redeemed by November 20, 1998, the Series A Preferred Stock will be entitled to
an eight percent annual per share cash dividend from that date forward. The
Series A Preferred Stock is also entitled to a 14% annual per share cash
dividend upon certain events of default by AmSurg. If certain liquidity events
have not occurred prior to November 20, 2002, AmSurg will be required to redeem
the Series A Preferred Stock and Series B Preferred Stock. See "DESCRIPTION OF
CAPITAL STOCK."
 
     CERTAIN ANTITAKEOVER EFFECTS.  Certain provisions of AmSurg's Charter and
Bylaws and Tennessee statutory law could have the effect of delaying, deferring
or preventing a change in control of AmSurg in a transaction not approved by
AmSurg's Board of Directors. See "DESCRIPTION OF CAPITAL STOCK -- Certain
Provisions of the Charter, Bylaws and Tennessee Law."
 
     RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS.  This Information
Statement contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act ,
which are intended to be covered by the safe harbors created thereby. When used
in this Information Statement, the words "anticipate", "believe", "estimate",
"expect" and similar expressions are intended to identify forward-looking
statements. Investors are cautioned that all forward-looking statements involve
risks and uncertainty. Although AHC and AmSurg believe that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements included in this Information Statement will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, including the risk factors described
herein, the inclusion of such information should not be regarded as a
representation by AHC, AmSurg or any other person that the objectives and plans
of AHC or AmSurg will be achieved. Neither AHC nor AmSurg intends to update any
of these forward-looking statements.
 
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