SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
<PAGE>   12

issuance of new certificates shall be made without charge to the holders of the
surrendered certificates for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such issuance; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the surrendered
certificate.

         (k)     Replacement.  Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing one or more shares of Series A Redeemable
Preferred Stock and, in the case of any such loss, theft or destruction, upon
receipt of an unsecured indemnity agreement satisfactory to the Corporation or,
in the case of any such mutilation, upon surrender of such certificate, the
Corporation shall execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of Series A
Redeemable Preferred Stock represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

         (l)     Restrictive Legend.  The Series A Redeemable Preferred Stock,
and all shares of Class A Common Stock issued upon conversion hereof, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


                 "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH
         SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
         SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
         SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

   
(2)      Series B Convertible Preferred Stock. There shall be a series of
Preferred Stock to be known and designated as Series B Convertible Preferred
Stock. The number of shares constituting such series shall be 416,666. Set
forth below in this Section (2) of Article 7 is a statement of the designations
and the powers, preferences and rights, and the qualifications, limitations or
restrictions thereof.   All subsection references contained herein shall be to
this Section (2) of Article 7.
    

         (a)     Dividends.  The holders of the Series B Convertible Preferred
Stock shall be entitled to receive, from funds legally available therefor, such
dividends as may be declared by the Board of Directors from time to time.

         (b)     Liquidation.  Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series B
Convertible Preferred Stock will be entitled to be paid out of the assets of
the Corporation available for distribution to shareholders (whether from





                                       12