SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
     Upon the Distribution Date, AmSurg will be authorized to issue 25,000,000
shares of its Class A Common Stock, 5,540,000 shares of its Class B Common Stock
and 5,000,000 shares of preferred stock, no par value. Based on ownership of
AmSurg and AHC Common Stock as of January 31, 1997, 3,803,943 shares of AmSurg
Class A Common Stock and 5,530,131 shares of AmSurg Class B Common Stock are
expected to be outstanding immediately following the Distribution, all of which
will be validly issued, fully paid and nonassessable. Based on ownership of
AmSurg and AHC Common Stock as of January 31, 1997, there are expected to be 201
holders of record of Class A Common Stock and 135 holders of record and 2,550
beneficial owners of Class B Common Stock immediately following the
Distribution. As of January 31, 1997, 500,000 shares of Series A Preferred Stock
and 416,666 shares of Series B Preferred Stock were outstanding, all of which
were validly issued, fully paid and non-assessable. There are three holders of
the Series A Preferred Stock and three holders of the Series B Preferred Stock.
AmSurg may issue preferred stock from time to time in one or more series, each
such series to be so designated as to distinguish the shares thereof from the
shares of all other series and classes. The Board of Directors is vested with
the authority to divide any or all classes of authorized but unissued preferred
stock into series and to fix and determine the relative rights and preferences
of the shares of any series so established. Based on options to purchase AmSurg
Common Stock as of January 31, 1997, stock options for the purchase of 906,783
shares of Class A Common Stock are expected to be outstanding immediately
following the Distribution, of which options to purchase 599,004 shares of Class
A Common Stock having an average exercise price of $2.61 per share are expected
to be currently exercisable. The options granted will vest in four equal annual
installments, and will expire 10 years from the date of grant. In the event of
certain fundamental changes to AmSurg (including liquidation, dissolution,
merger, reorganization or sale of all or substantially all of the assets of
AmSurg), the stock options shall immediately vest and be fully exercisable by
the optionees. On February 7, 1997 and March 7, 1997, the Board of Directors
approved grants of options to purchase 117,166 shares of Class A Common Stock to
various AmSurg employees at a per share exercise price of $5.91 pursuant to the
1997 Incentive Plan. The February 7 and March 7, 1997 grants and the 1997
Incentive Plan are subject to AmSurg stockholder approval at the stockholder
meeting scheduled to be held on May   , 1997.
 
     Based on ownership of AmSurg and AHC Common Stock as of January 31, 1997,
the AmSurg executive officers and directors or their affiliates are expected to
beneficially own approximately 16.6% of the outstanding Class A Common Stock and
16.2% of the Class B Common Stock immediately following the Distribution. The
holders of Class A Common Stock and the Class B Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor. No
dividends have been paid to date and the management of AmSurg does not
anticipate dividends being paid in the foreseeable future.
 
     The following summary of certain terms of AmSurg's capital stock describes
material provisions of, but does not purport to be complete and is subject to
and qualified in its entirety by, the AmSurg Charter, the AmSurg Bylaws, and
applicable provisions of Tennessee corporate law (including but not limited to
the TBCA) and assumes the approval of the Amended and Restated Charter by the
AmSurg stockholders.
 
     Class A Common Stock.  The holders of Class A Common Stock are entitled to
one vote per share on all matters to be submitted to a vote of the stockholders
and are not entitled to cumulative voting in the election of directors. 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 A
Common Stock are entitled to share ratably with the shares of Class B 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 A Common Stock are entitled to share ratably with the
shares of Class B 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 A
Common Stock any preemptive or other subscription rights, and Class A Common
Stock is not redeemable at the option of the holders, does not have any
conversion rights, and is not subject to call. The rights, preferences and
privileges of holders of Class A
 
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