SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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Common Stock are subject to, and may be adversely affected by, the rights of
holders of shares of the Series A Preferred Stock and Series B Preferred Stock
and any other series of preferred stock that AmSurg may designate and issue in
the future.
 
     Class B Common Stock.  The holders of Class B Common Stock are entitled to
seven votes per share in the election of the Board of Directors of AmSurg and
are not entitled to cumulative voting in the election of such directors. The
holders of Class B Common Stock are entitled to one vote per share on all other
matters to be submitted to a vote of the stockholders. The holders of Class B
Common Stock are entitled to vote separately as a group with respect to (i)
amendments to AmSurg's Charter that alter or change the powers, preferences or
special rights of the holders of Class B Common Stock so as to affect them
adversely and (ii) such other matters as may require separate group voting under
the TBCA. Following the Distribution, upon the sale or transfer of any share of
Class B Common Stock, including transfers by gift, such share will automatically
convert into a newly-issued share of Class A Common Stock. However, transfers of
the Class B Common Stock by pledge or from a beneficial owner into a street name
for such beneficial owner, from a street name to the beneficial owner and from
one street name to another street name for the same beneficial owner will not
constitute a transfer which would cause the conversion of the Class B Common
Stock into Class A Common Stock. Subject to prior dividend rights and sinking
fund or redemption or purchase rights which may be applicable to any outstanding
preferred stock, the holders of Class B Common Stock are entitled to share
ratably with the shares of Class A Common Stock in such dividends, if any, as
may be declared from time to time by the Board of Directors in its discretion
out of funds legally available therefor. The holders of Class B Common Stock are
entitled to share ratably with the shares of Class A Common Stock in any assets
remaining after satisfaction of all prior claims upon liquidation of AmSurg,
including prior claims of any outstanding preferred stock. AmSurg's Charter does
not give holders of Class B Common Stock preemptive or other subscription
rights, and Class B Common Stock is not redeemable at the option of the holders,
and is not subject to call. The rights, preferences and privileges of holders of
AmSurg Class B Common Stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of preferred stock that AmSurg may
designate and issue in the future.
 
     Dividend Policy.  AmSurg has not declared a cash dividend on the shares of
AmSurg common stock during its two most recent fiscal years. AmSurg does not
currently intend to declare or pay a cash dividend on the shares of Class A
Common Stock or the Class B Common Stock. In addition, the payment of cash
dividends in the future will depend on AmSurg's earnings, financial condition,
capital needs and other factors deemed relevant by the AmSurg Board of
Directors, including corporate law restrictions on the availability of capital
for the payment of dividends, the rights of holders of any series of preferred
stock that may hereafter be issued and the limitations, if any, on the payment
of dividends under any documents relating to equity investments, then-existing
credit facilities or other indebtedness. Pursuant to the Amended and Restated
Loan Agreement dated as of June 25, 1996 between AmSurg and SunTrust Bank (the
"Loan Agreement"), AmSurg is prohibited from declaring or paying any dividend to
any person other than itself or a subsidiary. It is the current intention of the
Board of Directors to retain earnings, if any, in order to finance the
operations and expansion of AmSurg's business.
 
     Preferred Stock.  AmSurg is authorized to issue 5,000,000 shares of
undesignated preferred stock, no par value. AmSurg has established and
designated two series of shares out of the 5,000,000 authorized shares. On
November 20, 1996, AmSurg issued 500,000 shares of Series A Preferred Stock for
a purchase price of $6.00 per share and 416,666 shares of Series B Preferred
Stock for a purchase price of $6.00 per share.
 
     Series A Redeemable Preferred Stock.  The holders of Series A Preferred
Stock are entitled to .25 votes per share on all matters to be voted on by
stockholders. The holders of Series A Preferred Stock and Series B Preferred
Stock vote as a separate class on certain matters, and together are entitled to
elect and remove one director to the Board of Directors, in the event that there
has not been a Qualified IPO (as defined in the AmSurg Charter) by May 31, 2000.
The holders of Series A Preferred Stock and Series B Preferred Stock are each
entitled to vote as a separate class, and the affirmative vote of two-thirds of
the outstanding shares of each separate class is required, for any amendment,
modification or waiver with respect to the designation of the Series A Preferred
Stock and Series B Preferred Stock and with respect to any changes in the
capitalization and number of shares of any class of capital stock. The holders
of Series A Preferred Stock have
 
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