SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                                                                    EXHIBIT 10.2
 
                                  AMSURG CORP.
 
                             REGISTRATION AGREEMENT
 
     This Registration Agreement (this "Agreement"), dated as of April 2, 1992
is between AmSurg Corp., a Tennessee corporation (the "Corporation"), and the
persons and entities identified on Schedule 1 hereto attached (the "Investors").
 
     In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
 
     1. DEFINITIONS.  In addition to capitalized terms elsewhere defined herein,
as used in this Agreement:
 
          "Commission" means the Securities and Exchange Commission.
 
          "Common Shares" means the shares of Common Stock of the Corporation,
     no par value.
 
          "Demand Registration" shall have the meaning ascribed thereto in
     Section 2(a) of this Agreement.
 
          "Initial Public Offering" means an underwritten initial offering
     pursuant to an effective registration statement under the Securities Act
     resulting in a sale by the Corporation of Common Shares to the public at an
     aggregate offering price for the shares sold for the account of the
     Corporation of at least ten million dollars ($10,000,000).
 
          "Person" means a natural person, a partnership, a corporation,
 an
     association, a joint stock company, a trust, a joint venture, an
     unincorporated organization or a governmental entity or any department,
     agency or political subdivision thereof.
 
          "Piggyback Registration" shall have the meaning ascribed thereto in
     Section 3(a) of this Agreement.
 
          "Primary Registration" means the offer and sale by the Corporation for
     its own account of securities registered under the Securities Act.
 
          "Registrable Shares" means at any time (i) any Common Shares
     originally issued to the Investors; (ii) any Common Shares then outstanding
     which were issued as, or were issued directly or indirectly upon the
     conversion or exercise of other securities issued as, a dividend or other
     distribution with respect to or in replacement of Registrable Shares; (iii)
     shares of Common Stock issuable upon exercise of outstanding options; and
     (iv) any Common Shares then issuable directly or indirectly upon the
     conversion or exercise of other securities which were issued as a dividend
     or other distribution with respect to or in replacement of Registrable
     Shares; provided that Registrable Shares shall not include any shares which
     have theretofore been registered and sold pursuant to the Securities Act or
     which have been sold to the public pursuant to Rule 144 or any similar rule
     promulgated by the Commission pursuant to the Securities Act. For purposes
     of this Agreement, a Person will be deemed to be a holder of Registrable
     Shares whenever such Person has the then existing right to acquire such
     Registrable Shares (by conversion,purchase or otherwise), whether or not
     such acquisition has actually been effected.
 
          "Registration Expenses" shall have the meaning ascribed thereto in
     Section 6 of this Agreement.
 
          "Secondary Registration" shall mean the offer and sale of securities
     to the public by or on behalf of one or more of the holders of the
     Corporation's securities pursuant to a registration statement filed by the
     Corporation with, and declared effective by, the Commission.
 
          "Securities Act" means the Securities Act of 1933, as amended.
 
          "Securities Exchange Act" means the Securities Exchange Act of 1934,
     as amended.
 
          "Short-Form Registration" has the meaning set forth in Section 2(a).