SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   48
 
     On November 20, 1996, AmSurg issued shares of its Series A Preferred Stock
and Series B Preferred Stock to certain unaffiliated institutional investors for
cash proceeds of approximately $4,960,000, after payment of offering expenses.
The purpose of the offering was to fund the acquisition and development of
surgery centers and to provide other working capital as needed prior to being in
position to access capital markets as an independent public company following
the Distribution. The Series A Preferred Stock, with a liquidation value of
$3,000,000, will accrue dividends of 8% per annum on such liquidation value,
commencing on November 21, 1998. The Series A Preferred Stock is subject to
redemption at any time at the option of AmSurg and is subject to redemption at
the option of the holders on November 20, 2002 and upon the occurrence of
certain events, including a public offering yielding at least $20,000,000 in net
proceeds to AmSurg, and/or its stockholders (or $25,000,000 in net proceeds if
the Distribution does not occur) (a "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.
 
   
     AmSurg is evaluating the Year 2000 issues and the impact upon information
systems and computer technologies. While certain applications in system software
critical to processing financial and operational information are Year 2000
compliant, AmSurg expects to incur some costs in testing and implementing
updates to such software. AmSurg is also evaluating the impact of the Year 2000
on other computer technologies and software. All costs to evaluate and make
modifications will be expensed as incurred and are not expected to have a
significant impact on AmSurg's ongoing results of operations.
    
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
   
     AmSurg 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.
AmSurg 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.
    
 
   
     Statements of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income" and No. 131 "Disclosures about Segments of an Enterprise
and Related Information" become effective for AmSurg for the year ended December
31, 1998. AmSurg is still evaluating the effects of adopting these two
statements, but does not expect the adoption of either pronouncement to have a
material effect on AmSurg's consolidated financial statements.
    
 
                                       41