SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                                  ARTICLE III
 
                      COVENANTS PRIOR TO THE DISTRIBUTION
 
     3.1 Actions Prior to the Distribution.  As promptly as practicable after
the date hereof and prior to the Distribution Date:
 
          (a) AHC and AmSurg shall prepare, and shall file with the SEC, either
     (i) a Registration Statement on Form 10 under the Exchange Act, which shall
     set forth appropriate disclosure concerning AmSurg, the Distribution and
     certain other matters, or (ii) if AHC determines that the Distribution may
     not be effected without registration under the Securities Act, a
     registration statement under the Securities Act on an appropriate form
     covering the AmSurg common stock (the "33 Act Registration Statement") and
     a registration statement under the Exchange Act (the "34 Act Registration
     Statement"), which may include or incorporate by reference the information
     contained in the filings referred to in the 33 Act Registration Statement.
     AHC and AmSurg will use their best efforts to cause the Registration
     Statement on Form 10 or the 34 Act Registration Statement and the 33 Act
     Registration Statement, to be declared effective. The Registration
     Statement on Form 10 or 33 Act Registration Statement shall also serve as
     an Information Statement with respect to the Distribution to be delivered
     to the AHC Holders.
 
          (b) AHC and AmSurg shall cooperate in preparing, filing with the SEC
     and causing to become effective any registration statements or amendments
     thereto which are appropriate to reflect the establishment of, or
     amendments to, any employee benefit and other plans contemplated by this
     Agreement.
 
          (c) AHC and AmSurg shall take all such action as may be necessary or
     appropriate under state securities or "Blue Sky" laws in connection with
     the transactions contemplated by this Agreement.
 
          (d) AmSurg shall prepare and file and seek to make effective, an
     application to permit the inclusion on The Nasdaq Stock Market's National
     Market or the listing on a national securities exchange of each class of
     common stock of AmSurg to be distributed in the Distribution and each class
     into which such class or classes may be converted; provided, however, that
     no class that cannot by its terms be traded shall be required to be so
     included or listed.
 
          (e) AHC shall request the Division of Corporation Finance of the SEC
     to issue a no-action letter to the effect that it will not recommend
     enforcement action to the SEC if the Distribution is effected without
     registration under the Securities Act and such other matters as AHC or its
     counsel may deem necessary or appropriate.
 
          (f) AmSurg shall duly call and hold a meeting of its shareholders, and
     shall prepare and deliver to its shareholders a proxy statement with
     respect to such meeting, to approve the terms of the Recapitalization, the
     matters referred to in Section 2.7(a), (c), (d), (e) and (f) hereof and any
     other matters requiring approval in connection with the transactions
     contemplated by this Agreement.
 
          (g) In addition to the actions specifically provided for elsewhere in
     this Agreement, each of the parties hereto shall use its reasonable best
     efforts to take or cause to be taken, all actions, and to do, or cause to
     be done, all things reasonably necessary, proper or advisable under
     applicable laws, regulations and agreements to consummate and make
     effective the transactions contemplated by this Agreement, including,
     without limitation, using its best efforts to obtain the consents and
     approvals to enter into any amendatory agreements and to make the filings
     and applications necessary or desirable to have been obtained, entered into
     or made in order to consummate the transactions contemplated by this
     Agreement.
 
     3.2 Amendment to AmSurg Documents.  In order to better prepare itself for
becoming a publicly traded company, AmSurg may amend or establish new employee
benefit plans and amend or adopt other corporate documents as the Board of
Directors of AmSurg may deem reasonably necessary or appropriate, subject to
shareholder approval if necessary. AHC, as shareholder of AmSurg, shall vote in
favor of any such actions submitted to shareholders of AmSurg to the extent that
AHC agrees that such actions are necessary or appropriate for AmSurg as an
independent public company.
 
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