SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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     2. DEMAND REGISTRATION AND SHORT-FORM REGISTRATION.  (a) At any time after
180 days after the effective date of the registration statement the Corporation
has filed under the Securities Act with respect to its Initial Public Offering,
the holder or holders of at least 66 2/3% of the Registrable Shares then
outstanding may, by written notice delivered to the Corporation, require
registration under the Securities Act of all or part of their Registrable Shares
on Form S-1 or any similar long form registration ("Demand Registration"). The
Corporation shall not be obligated to effect more than one Demand Registration.
A registration will not count as the permitted Demand Registration until it has
become effective and will not count as the permitted Demand Registration unless
the holders of Registrable Shares initially requesting such Demand Registration
are able to register and sell at least 66 2/3% of the Registrable Shares agreed
by such holders to be included in such Demand Registration; provided that in any
event the Corporation will pay all Registration Expenses in connection with any
registration initiated as a Demand Registration requested hereunder (unless the
holder or holders of Registrable Shares requesting such Demand Registration
request that the registration statement be withdrawn, in which case, such
holders of Registrable Shares shall pay such Registration Expenses). On or after
the date upon which the Corporation has become entitled as a registrant to use
Form S-3 or any similar short-form registration ("Short-Form Registration"), any
holder or holders of Registrable Shares may, at any time, require registration
under the Securities Act of all or any part of their Registrable Shares on a
Short-Form Registration; provided, however, that the aggregate offering value of
the Registrable Shares requested to be registered in any Short-Form Registration
must equal at least $1,000,000. The Corporation will pay all Registration
Expenses in connection with any Short-Form Registration requested hereunder
(unless the holder or holders of Registrable Shares requesting such Short-Form
Registration request that the registration statement be withdrawn, in which
case, such holders of Registrable Shares shall pay such Registration Expenses).
Within ten days after receipt of any request pursuant to this Section 2(a), the
Corporation will give written notice of such request to all other holders of
Registrable Shares and will use its best efforts to include in such registration
all Registrable Shares with respect to which the Corporation has received
written requests for inclusion therein within 15 days after the date the
Corporation's notice is received (or deemed received as provided in Section 19
hereof).
 
     (b) The Corporation will have the right to preempt any Demand Registration
with a Primary Registration by delivering written notice of such intention to
the holders of Registrable Shares who have requested such Demand Registration
within 15 days after the Corporation has received a request for such
registration. In the ensuing Primary Registration, the holders of Registrable
Shares will have such piggyback registration rights as are set forth in Section
3 hereof. Upon the Corporation's preemption of a requested Demand Registration,
such requested registration will not count as the permitted Demand Registration.
 
     (c) If a Demand Registration or a Short-Form Registration is an
underwritten public offering and the managing underwriters advise the
Corporation in writing that in their opinion the number of Registrable Shares
and other securities requested to be included exceeds the number of Registrable
Shares and other securities which can successfully be sold in such offering
without causing a diminution in the offering price or otherwise adversely
affecting the offering, the Corporation will include in such registration, prior
to the inclusion of any securities which are not Registrable Shares, the number
of Registrable Shares requested to be included which in the opinion of such
underwriters can successfully be sold without causing a diminution in the
offering price or otherwise adversely affecting the offering, such Registrable
Shares to be taken pro rata from the respective holders of such Registrable
Shares on the basis of the number of Registrable Shares owned by such holders,
with further successive pro rata allocation among the holders of Registrable
Shares if any such holder of Registrable Shares has requested the registration
of less than all such Registrable Shares it is entitled to register.
 
     (d) The Corporation may postpone for up to three months the filing or the
effectiveness of a registration statement for a Demand Registration or a
Short-Form Registration if the Corporation reasonably determines that such
Demand Registration or Short-Form Registration would have any material adverse
effect upon the Corporation or any of its material assets or operations or any
material pending or proposed transaction, provided, however, that the
Corporation may not postpone any such filing or effectiveness of a registration
statement more than once in any consecutive 12 month period.
 
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