SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
<PAGE>   46
 
   
"Qualified IPO"). The Series A Preferred Stock may also be converted into shares
of Class A Common Stock at the option of the holders for a limited period of
time following the Distribution or upon a Qualified IPO at the then current
market price of the Class A Common Stock. Upon a Qualified IPO or other
triggering event, the Series B Preferred Stock will be automatically converted
into a 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 a triggering event has not
occurred by November 20, 2000. If a Qualified IPO or other triggering event does
not occur by November 20, 2002, the holders of the Series B Preferred Stock will
have the right to sell such stock to AmSurg at a formula price. See "DESCRIPTION
OF CAPITAL STOCK."
    
 
   
     Historically AmSurg has depended on AHC for the majority of its equity
financing. A principal purpose of the Distribution is to permit AmSurg to have
access to public debt and equity capital markets as an independent public
company. Management believes that AmSurg will have access to such capital on
more favorable terms as an independent public company than it could have as a
majority-owned subsidiary of AHC, particularly in public equity markets. See
"THE DISTRIBUTION -- Background and Reasons for the Distribution." While AmSurg
anticipates that its operating activities will continue to provide cash flow and
increased revenues, AmSurg will require additional financing in order to fund
its development and acquisition plans and to achieve its long-term strategic
growth plans. This additional financing could take the form of a private or
public offering of debt or equity securities or additional bank financing. No
assurances can be given that the necessary financing will be obtainable on terms
satisfactory to AmSurg. The failure to raise the funds necessary to finance its
future cash requirements could adversely affect AmSurg's ability to pursue its
strategy and could adversely affect its results of operations for future
periods.
    
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
     The Company will adopt Statement of Financial Accounting Standards No. 128
"Earnings Per Share" for the year ended December 31, 1997. This accounting
pronouncement requires the disclosure of basic and diluted earnings per share.
The Company believes that, upon adoption, diluted earnings (loss) per share will
approximate earnings (loss) per share as previously reported. Because the
concept of basic earnings per share does not include the impact of common stock
equivalents, such as preferred stock and stock options, basic earnings per share
will be higher than diluted earnings per share.
 
                                       39