SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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after that date to be amortized as a tax deduction. Previously, no tax deduction
was allowed for purchases of goodwill. On January 16, 1997, the IRS published
proposed regulations implementing Section 197 amortization of intangible assets
including goodwill. The proposed regulations contain certain "anti-churning"
provisions which deny a deduction for goodwill amortization expense in several
situations, including when the seller of the goodwill becomes a related party
following the transaction. The intent of this particular portion of the proposed
regulations is explained as preventing sellers from entering into transactions
for the purpose of converting goodwill without tax deductibility (i.e. goodwill
arising prior to the effective date of Section 197) into goodwill pursuant to
Section 197 in which the sellers would then benefit from tax deductible
amortization in future periods. These proposed regulations do not specifically
contain an exception for the form of transaction that AmSurg has utilized in its
acquisitions of interests in practice-based ambulatory surgery centers and
interests in physician practices. However, because the goodwill for which AmSurg
has been claiming amortization deductions was purchased by AmSurg from unrelated
parties after the effective date of Section 197 and, as per agreement with the
sellers, the tax deduction for goodwill amortization is specifically allocated
exclusively to AmSurg, and therefore, the seller receives no tax benefit from
the amortization of the goodwill, AmSurg believes that the proposed regulations
should not be applied to deny a tax deduction to AmSurg. Together with other
taxpayers similarly affected, AmSurg will vigorously attempt to have the
proposed regulations revised in such a way as to recognize the acceptability of
the methodology utilized by AmSurg in accomplishing the purpose as stated in the
legislative record and retaining the tax deductibility of AmSurg's acquired
goodwill. However, there can be no assurance that the proposed regulations will
be amended or modified by the IRS. If the proposed regulations are adopted as
currently written, it will not be clear in these regulations that AmSurg is
entitled to the deduction for the amortization of goodwill associated with the
purchase of interests in practice-based surgery centers and physician practices
and these deductions could be subject to challenge by the IRS. Loss of these tax
deductions would have a material adverse effect on the results of operations of
AmSurg. Due to the lengthy public hearing and adoption process, AmSurg is not
able to estimate a date by which the IRS will take action on the proposed
regulations.
    
 
     NO PRIOR MARKET FOR AMSURG COMMON STOCK.  There has been no prior trading
market for AmSurg Common Stock and there can be no assurance as to the prices at
which the Class A Common Stock will trade after the Distribution. Although it is
anticipated that the Class A Common Stock will be traded on the Nasdaq National
Market, the prices at which Class A Common Stock trades may fluctuate
significantly. Prices for the Class A Common Stock may be influenced by many
factors, including the depth and liquidity of the market for such Class A Common
Stock, investor perceptions of AmSurg and its businesses, and general economic
and market conditions.
 
   
     SHARES ELIGIBLE FOR FUTURE SALE.  AmSurg has a significant number of shares
of AmSurg Common Stock outstanding that were sold in private transactions and
not registered under the Securities Act of 1933, as amended (the "Securities
Act") upon issuance. The unregistered shares ("restricted securities") are
eligible for resale in the public market at prescribed times subject to
compliance with an exemption from the registration requirements of the
Securities Act, such as Rule 144. See "SHARES ELIGIBLE FOR FUTURE SALE." In
addition, certain AmSurg stockholders have certain registration rights with
respect to their shares of Class A Common Stock. See "DESCRIPTION OF CAPITAL
STOCK -- Registration Agreement; and  -- Stockholders' Agreement." As of April
30, 1997, AmSurg had issued options to purchase 1,100,816 shares of Class A
Common Stock (of which 721,629 shares are vested) to employees and non-employee
directors who, after the Distribution and following the filing of a registration
statement on Form S-8 by AmSurg, will be able to exercise and immediately sell
shares underlying vested options. Of these options, 194,033 were granted
pursuant to the AmSurg 1997 Stock Incentive Plan and are subject to AmSurg
stockholder approval at the stockholders' meeting scheduled to be held on May
  , 1997. Of the 3,887,619 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 following the Distribution. All
options outstanding after the Distribution will be to purchase shares of Class A
Common Stock. Prior to the Distribution, there has been no market for the Class
A Common Stock and no prediction can be made as to the effect, if any, that the
sale of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Class A Common Stock in the
    
 
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