SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
<PAGE>   129
 
 
                                   PART II.
 
                    RECENT SALES OF UNREGISTERED SECURITIES
 
   
     During the period beginning February 1, 1994 and ending May 16, 1997,
AmSurg has issued the following securities:
    
 
          (A) At various times since February 1, 1994, AmSurg has sold an
     aggregate of 2,415,990 shares of common stock to certain founding
     stockholders and AHC for per share stock prices ranging from $2.94 to
     $5.37. These purchases were primarily used to fund the continued operations
     of AmSurg, including acquisitions and development of surgery centers during
     that period. On February 26, 1996, AHC exercised warrants issued to it by
     AmSurg for the purchase of 85,906 shares of AmSurg common stock at a per
     share exercise price of $2.70. The warrants were issued in consideration
     for AHC's guaranty of AmSurg debt.
 
          (B) At various times since February 1, 1994, AmSurg has granted
     options to purchase shares of AmSurg common stock to various employees.
     Options to purchase 2,917 shares of AmSurg common stock were exercised on
     July 26, 1996 at per share prices ranging from $2.52 to $3.33.
 
   
          (C) At various times since February 1, 1994, AmSurg has sold an
     aggregate of 1,385,418 shares of common stock to physician practices and
     individual physicians as partial consideration in connection with the
     acquisitions of surgery centers and in private placements to physician
     partners in connection with the development of surgery centers. The per
     share prices of these sales ranged from $2.94 to $6.15.
    
 
          (D) On November 20, 1996, AmSurg sold an aggregate of 500,000 shares
     of Series A Preferred Stock and 416,666 shares of Series B Preferred Stock
     to three investors in a private placement. The per share price for the
     Series A Preferred Stock and Series B Preferred Stock was $6.00 for an
     aggregate sale price of $5,500,000.
 
   
          (E) On March 14, 1997, AmSurg sold an aggregate of 8,460 shares of
     common stock to Steven I. Geringer, a newly elected director, at a per
     share price of $6.15.
    
 
   
     The shares described above were issued without registration under the
Securities Act in reliance upon the exemptions from registration afforded by
Section 4(2) of the Securities Act and Regulation D of the Securities Act.
Reference is made to "THE DISTRIBUTION -- The Exchange" regarding shares of
AmSurg Common Stock to be issued in connection with the Reverse Stock Split and
the Exchange. The issuance of shares of Class A Common Stock in the Reverse
Stock Split and the Exchange will occur without registration under the
Securities Act in reliance upon the exemption from registration afforded by
Section 3(a)(9) of the Securities Act.
    
 
                                      II-1