SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
<PAGE>   19

         Shares (using the treasury stock method) issuable upon exercise of
         stock options, warrants or convertible securities (other than the
         shares issuable upon conversion of the Series A Redeemable Preferred
         Stock) and increased by shares issued to the Founding Investors and
         Founding Management pursuant to the Corporation's Shareholders'
         Agreement dated as of April 2, 1992, as amended, for consideration of
         up to $1,300,000. In the event that the Corporation creates an
         additional class or series of common stock, Fully Diluted shall take
         into account all such outstanding shares of any other class or series.

                 "Independent Auditors" means Deloitte & Touche, LLP or another
         "big six" accounting firm.

                 "Junior Security" means Common Stock and any other equity
         security, other than the Series A Redeemable Preferred Stock, of any
         kind which the Corporation at any time issues or is authorized to
         issue.

                 "Liquidation Value" of any share of Series B Convertible
         Preferred Stock as of any particular date will be the purchase price
         of such Stock.

                 "Net EBITDA" shall mean the Corporation's earnings before
         interest, taxes, depreciation, amortization and extraordinary items
         less minority interest expense, all as determined based on the audited
         financial statements for such period prepared by the Corporation's
         independent auditors in accordance with GAAP.

                 "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.

                 "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                 "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                 "Qualified IPO" means an initial public offering of Common
         Stock of the Corporation yielding net cash proceeds to the Corporation
         of at least $25,000,000, or in the event that the Corporation has
         completed a Spin Off, a public offering of Common Stock yielding net
         cash proceeds to the Corporation and/or its shareholders of at least
         $20,000,000.

                 "Reorganization Event" shall have the meaning set forth in
         Subsection (f).

                 "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a reorganization within the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock





                                       19