SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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Information Statement, a number of shares that does not exceed the greater of
(i) 1% of the then outstanding shares of the Class A Common Stock (approximately
38,039 shares immediately after the Distribution) or (ii) generally, the average
weekly trading volume in such class of the Class A Common Stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such sale, and
subject to certain other limitations and restrictions. In addition, a person who
is not deemed to have been an affiliate of AmSurg at any time during the three
months preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least two years, would be entitled to sell such shares under Rule
144(k) without regard to the volume and other requirements described above.
Shares of Class A Common Stock that would otherwise be deemed "restricted
securities" could be sold at any time through an effective registration
statement relating to such shares of Class A Common Stock. 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.
 
     Pursuant to the Registration Agreement, certain stockholders of AmSurg and
the holders of the Series A Preferred Stock and the Series B Preferred Stock
have several demand and unlimited "piggyback" registration rights. In addition,
the other AmSurg stockholders are entitled to unlimited "piggyback" registration
rights in connection with any proposed registration of equity securities by
AmSurg (with certain specified exceptions) pursuant to stockholders' agreements
entered into between AmSurg and these stockholders. All of the outstanding
shares of AmSurg Common Stock are subject to registration rights. For a more
complete description of such registration rights see "DESCRIPTION OF CAPITAL
STOCK."
 
     Immediately following the Distribution, there will be outstanding options
for approximately 1,023,949 shares of AmSurg Class A Common Stock, including
options granted to non-employee directors of AmSurg. Of such options,
approximately 602,338 of these options will be exercisable for shares of Class A
Common Stock and such shares will immediately be able to be sold by the holders
following the Distribution and the filing of a registration statement on Form
S-8 by AmSurg. See "MANAGEMENT OF AMSURG -- Stock Incentive Plans."
 
     Prior to the Distribution, there has not been any public market for either
class of the AmSurg Common Stock. No prediction can be made as to the effect, if
any, that market sales of shares or the availability of shares for sale will
have on the market price prevailing from time to time. Sales of substantial
additional amounts of Class A Common Stock in the public market, or the
perception that such sales could occur, could adversely affect the prevailing
market price of the Class A Common Stock.
 
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