SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   97
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  PREFERRED STOCK
 
     Preferred stock, net of issuance costs, is comprised of the following:
 

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                              1995       1996
                                                              ----    ----------
<S>                                                           <C>     <C>
Series A redeemable preferred stock, 1,500,000 shares
  outstanding...............................................  $--     $1,774,290
Series B convertible preferred stock, 1,250,000 shares
  outstanding...............................................   --      3,207,767
                                                              ---     ----------
                                                              $--     $4,982,057
                                                              ===     ==========
</TABLE>

 
   
     On November 20, 1996, the Company issued to unaffiliated institutional
investors a combination of redeemable and convertible preferred stock for net
proceeds totaling $4,960,000. The convertible preferred stock, with a stated
amount of $2.5 million, is convertible into that number of shares of Class A
Common Stock that approximates 6% of the equity of AmSurg determined as of
November 20, 1996, with that percentage being ratably increased to 8% of the
equity of AmSurg if an event of liquidity has not occurred by November 20, 2000.
An event of liquidity is defined as an initial public offering of common stock
or sale of the Company yielding net cash proceeds to the Company of at least
$25,000,000, or in the event the Company has completed a spin-off, yielding net
proceeds of $20,000,000 to the Company and/or its shareholders. If such events
of liquidity do not occur by November 20, 2002, the holders of the convertible
preferred stock have the right to require the Company to redeem the stock at
current market price as defined. The redeemable preferred stock, with a stated
amount of $3 million, pays a cumulative dividend of 8% commencing November 21,
1998 and requires the Company to redeem them at the stated amount plus accrued
but unpaid dividends upon the earlier of an event of liquidity or November 20,
2002. The Company may redeem the redeemable preferred stock at any time. The
redeemable holders can convert to common stock of the Company upon the
occurrence of certain events, including the spin-off of the Company from AHC, at
the then current market price of the common stock. The preferred stock was
recorded at its fair market value, net of issuance costs. The Series A Preferred
Stock is being accreted to its redemption value including potential dividends.
The Series B Preferred Stock is not being accreted because management expects a
conversion upon an event of liquidity.
    
 
7.  STOCK OPTIONS
 
   
     The Company has a stock option plan under which it has granted incentive
and non-qualified options to purchase its common stock to employees and outside
directors. Options are granted at market value on the date of the grant and vest
over 4 years at the rate of 25% per year. Options have a term of 10 years from
the date of grant. As of December 31, 1996, 106,900 shares were reserved for
future options.
    
 
                                      F-13