SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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CERTAIN PROVISIONS OF THE CHARTER, BYLAWS, AND TENNESSEE LAW
 
     General.  The provisions of the Charter, the Bylaws, and Tennessee
statutory law described in this section may delay or make more difficult
acquisitions or changes of control of AmSurg that are not approved by the Board
of Directors. Such provisions have been implemented to enable AmSurg,
particularly (but not exclusively) in the initial years of its existence as an
independent, publicly-owned company, to develop its business in a manner that
will foster its long-term growth without the disruption of the threat of a
takeover not deemed by the Board of Directors to be in the best interests of
AmSurg and its stockholders.
 
     Classified Board of Directors.  The Bylaws provide that the number of
directors shall be no fewer than three or more than nine, with the exact number
to be established by the Board of Directors and subject to change from time to
time as determined by the Board of Directors. The AmSurg Charter provides for
the classification of the Board of Directors. Under the terms of the AmSurg
Charter, the members of the Board of Directors are divided into three classes,
serving staggered three-year terms. As a result, one-third of AmSurg's Board of
Directors will be elected each year. See "MANAGEMENT OF AMSURG." This provision
could prevent a party who acquires control of a majority of the outstanding
voting stock from obtaining control of AmSurg's Board of Directors until the
second annual shareholders' meeting following the date the acquiror obtains the
controlling stock interest. This provision may have the effect of discouraging a
potential acquiror from making a tender offer or otherwise attempting to obtain
control of AmSurg, and could also increase the likelihood that incumbent
directors will retain their positions.
 
     The Charter provides that directors may be removed only for "cause" and
only by the affirmative vote of the holders of a majority of the voting power of
all the shares of AmSurg's capital stock then entitled to vote in the election
of directors, voting together as a single class, unless the vote of a special
voting group is otherwise required by law. "Cause" is defined in the Charter as:
(i) a felony conviction of a director or the failure of a director to contest
prosecution for a felony; (ii) conviction of a crime involving moral turpitude;
or (iii) willful and continued misconduct or gross negligence by a director in
the performance of his or her duties as a director. This provision, in
conjunction with the provision of the Bylaws authorizing the Board of Directors
to fill vacant directorships, may prevent stockholders from removing incumbent
directors without cause and filling the resulting vacancies with their own
nominees.
 
     Advance Notice for Stockholder Proposals or Making Nominations at
Meetings.  The Bylaws establish an advance notice procedure for stockholder
proposals to be brought before a meeting of stockholders of AmSurg and for
nominations by stockholders of candidates for election as directors at an annual
meeting or a special meeting at which directors are to be elected. Subject to
any other applicable requirements, only such business may be conducted at a
meeting of stockholders as has been brought before the meeting by, or at the
direction of, the Board of Directors, or by a stockholder who has given to the
Secretary of AmSurg timely written notice in proper form, of the stockholder's
intention to bring that business before the meeting. The presiding officer at
such meeting has the authority to make such determinations. Only persons who are
selected and recommended by the Board of Directors, or the committee of the
Board of Directors designated to make nominations, or who are nominated by a
shareholder who has given timely written notice, in proper form, to the
Secretary prior to a meeting at which directors are to be elected will be
eligible for election as directors of AmSurg.
 
     To be timely, notice of nominations or other business to be brought before
any meeting must be received by the Secretary of AmSurg not later than 120 days
in advance of the anniversary date of AmSurg's proxy statement for the previous
year's annual meeting or, in the case of special meetings, at the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders.
 
     The notice of any shareholder proposal or nomination for election as
director must set forth various information required under the Bylaws. The
person submitting the notice of nomination and any person acting in concert with
such person must provide, among other things, the name and address under which
they appear on AmSurg's books (if they so appear) and the class and number of
shares of AmSurg's capital stock that are beneficially owned by them.
 
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