SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                  8C. CAPITAL STOCK AND RELATED MATTERS. As of the Closing Date
(or other indicated date) and after giving effect to the transactions
contemplated hereby (i) the authorized Capital Stock of the Company will consist
of 40,000,000 shares of Common Stock, and 5,000,000 shares of Preferred Stock,
of which 27,292,677 shares of Common Stock and 2,750,000 shares of Preferred
Stock will be issued and outstanding, 2,830,000 shares of Common Stock will be
reserved for issuance pursuant to the Stock Option Plan, (ii) no shares of
Common Stock will be owned or held by or for the account of the Company as
treasury stock or otherwise, (iii) the Company will not have outstanding any
stock or other securities convertible into or exchangeable for any shares of
Capital Stock any rights to subscribe for or to purchase, or any options for the
purchase of, or any agreements providing for the issuance (contingent or other)
of, or any calls, commitments or claims of any other character relating to the
issuance of, any Capital Stock or any stock or preferred stock convertible into
or exchangeable for any Capital Stock (other than the Preferred Stock described
in clause (i) above or as described in SCHEDULE 8C hereto) and (iv) stock which
the Company may issue as a result of any "fundamental regulatory change"
pursuant to documents which it has executed in connection with any surgery
center acquisition or development transactions. Except pursuant to this
Agreement, or as set forth in Schedule 8C, the Company will not be subject to
any obligation (contingent or other) to repurchase, otherwise acquire or retire
any shares of Capital Stock. Except pursuant to the Shareholders' Agreement, the
Registration Agreement, dated as of April 2, 1992, as amended, and all
shareholders agreements to which the Company is a party in connection with the
acquisition of surgery centers or physician practices or the development of
surgery centers, the Company has not granted or agreed to grant any rights
relating to the registration of the Common or Preferred Stock under applicable
federal and state securities laws, including piggyback rights.

                  8D. LITIGATION. There are no claims, actions, suits,
proceedings, labor disputes or investigations in process by or against the
Company or any of its Subsidiaries or, to the best knowledge of the Company,
threatened either by a written communication directed to the Company or any of
its Subsidiaries or by an oral communication directed to the Company or any of
its Subsidiaries by a stockholder of the Company, before any federal or state
court, arbitrator or governmental authority by or against the Company or any of
its Subsidiaries, except actions, suits or proceedings which (A) individually do
not represent a potential claim in excess of $50,000 and (B) in the aggregate,
if adversely determined, would not result in any material liability or material
adverse change in the business, condition (financial or other), assets,
properties, operations or prospects of the Company. There are no such claims,
actions, suits, proceedings, disputes or investigations which question the
validity or legality of or seek damages in connection with this Agreement or the
Other Agreements or any action taken or to be taken pursuant to this Agreement
or the Other Agreements. There are no outstanding judgments, decrees or orders
of any court or governmental authority against the Company or any of its
Subsidiaries which may reasonably be expected to result in any material adverse
change in the business, condition (financial or other), assets, properties,
operations or prospects of the Company or in any liability on the part of the
Company or its Subsidiaries which would be material to the Company or any of its
Subsidiaries.


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