SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
   
     Upon the Distribution Date, AmSurg will be authorized to issue 20,000,000
shares of its Class A Common Stock, 4,800,000 shares of its Class B Common Stock
and 5,000,000 shares of preferred stock, no par value. Based on ownership of
AmSurg and AHC Common Stock as of September 30, 1997, 4,702,718 shares of AmSurg
Class A Common Stock and 4,787,131 shares of AmSurg Class B Common Stock are
expected to be outstanding immediately following the Distribution, all of which
will be validly issued, fully paid and nonassessable. Based on ownership of
AmSurg and AHC Common Stock as of September 30, 1997, there are expected to be
approximately 336 holders of record and 2,750 beneficial owners of Class A
Common Stock and approximately 135 holders of record and 2,550 beneficial owners
of Class B Common Stock immediately following the Distribution. As of September
30, 1997, 500,000 shares of Series A Preferred Stock and 416,666 shares of
Series B Preferred Stock were outstanding, all of which were validly issued,
fully paid and non-assessable. There are three holders of the Series A Preferred
Stock and three holders of the Series B Preferred Stock. AmSurg may issue
preferred stock from time to time in one or more series, each such series to be
so designated as to distinguish the shares thereof from the shares of all other
series and classes. The Board of Directors is vested with the authority to
divide any or all classes of authorized but unissued preferred stock into series
and to fix and determine the relative rights and preferences of the shares of
any series so established. Based on options to purchase AmSurg Common Stock as
of September 30, 1997, stock options for the purchase of 1,109,050 shares of
Class A Common Stock are expected to be outstanding immediately following the
Distribution, of which options to purchase 754,921 shares of Class A Common
Stock having an average exercise price of $2.37 per share are expected to be
currently exercisable. The options granted generally will vest in four equal
annual installments, and will expire 10 years from the date of grant. In the
event of certain fundamental changes to AmSurg (including liquidation,
dissolution, merger, reorganization or sale of all or substantially all of the
assets of AmSurg), the stock options shall immediately vest and be fully
exercisable by the optionees. Of these options, 213,600 were granted pursuant to
the 1997 Stock Incentive Plan and are subject to stockholder approval at the
stockholders meeting scheduled to be held on December 1, 1997.
    
 
   
     Based on ownership of AmSurg and AHC Common Stock as of September 30, 1997,
the AmSurg executive officers and directors or their affiliates are expected to
beneficially own approximately 18.4% of the outstanding Class A Common Stock and
16.1% of the Class B Common Stock immediately following the Distribution. The
holders of Class A Common Stock and the Class B Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor. No
dividends have been paid to date and the management of AmSurg does not
anticipate dividends being paid in the foreseeable future.
    
 
     The following summary of certain terms of AmSurg's capital stock describes
material provisions of, but does not purport to be complete and is subject to
and qualified in its entirety by, the AmSurg Charter, the AmSurg Bylaws, and
applicable provisions of Tennessee corporate law (including but not limited to
the TBCA) and assumes the approval of the Amended and Restated Charter by the
AmSurg stockholders.
 
     Class A Common Stock.  The holders of Class A Common Stock are entitled to
one vote per share on all matters to be submitted to a vote of the stockholders
and are not entitled to cumulative voting in the election of directors. Subject
to prior dividend rights and sinking fund or redemption or purchase rights which
may be applicable to any outstanding preferred stock, the holders of Class A
Common Stock are entitled to share ratably with the shares of Class B Common
Stock in such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion out of funds legally available therefor.
The holders of Class A Common Stock are entitled to share ratably with the
shares of Class B Common Stock in any assets remaining after satisfaction of all
prior claims upon liquidation of AmSurg, including prior claims of any
outstanding preferred stock. AmSurg's Charter does not give holders of Class A
Common Stock any preemptive or other subscription rights, and Class A Common
Stock is not redeemable at the option of the holders, does not have any
conversion rights, and is not subject to call. The rights, preferences and
privileges of holders of Class A Common Stock are subject to, and may be
adversely affected by, the rights of holders of shares of the Series A
 
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