SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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junior securities, including the Series B Preferred Stock. In the event AmSurg
subdivides or combines the outstanding shares of any class of AmSurg common
stock, the Series A Preferred Stock shall automatically be combined or
subdivided so that following such an event, the conversion rate, ownership
interests and voting interests of the Series A Preferred Stock are equitably
preserved. The holders of the Series A Preferred Stock are entitled to convert,
at the then current market price per share of the Class A Common Stock, into
shares of Class A Common Stock for a period of 30 days, any or all of their
shares of Series A Preferred Stock into Class A Common Stock upon the earlier to
occur of (a) 60 days after a Spin-off and (b) a Qualified IPO, as those terms
are defined in the AmSurg Charter. The Distribution will constitute a Spin-off.
The outstanding shares of Series A Preferred Stock are mandatorily redeemable at
a price equal to the Liquidation Value on the earliest to occur of (a) the sale,
lease or disposition by AmSurg of all or substantially all of its assets (an
"AmSurg Sale"); (b) a merger or consolidation of AmSurg with or into another
entity; (c) the sale, transfer or other disposition of all or substantially all
of the capital stock of AmSurg; (d) a Qualified IPO; or (e) November 20, 2002.
In addition, AmSurg may redeem, at any time upon 45 days written notice, all or
part of the outstanding shares of Series A Preferred Stock at a price equal to
the Liquidation Value.
 
     Series B Convertible Preferred Stock.  The holders of the Series B
Preferred Stock initially are entitled to 1.05 votes per share on all matters to
be voted on by stockholders. In the event the aggregate number of fully diluted
shares of Class A Common Stock into which the Series B Preferred Stock is
convertible increases above 599,215, the aggregate voting rights of the holders
of the Series B Preferred Stock will be increased by one vote for each
additional fully diluted share over 599,215. The holders of the Series B
Preferred Stock have the right to receive such dividends as may be declared from
time to time by the Board of Directors from funds legally available therefor. In
the event AmSurg subdivides or combines the outstanding shares of any class of
AmSurg common stock, the Series B Preferred Stock shall automatically be
combined or subdivided so that following such an event, the conversion rate,
ownership interests and voting interests of the Series B Preferred Stock are
equitably preserved. The Series B Preferred Stock is junior to the Series A
Preferred Stock and senior to the Class A Common Stock and Class B Common Stock
with respect to the liquidation preference. In the event of an AmSurg Sale or a
Qualified IPO, all of the issued and outstanding shares of Series B Preferred
Stock shall automatically convert into Class A Common Stock at a rate that will
result in the holders of the Series B Preferred Stock holding that 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. In the event that AmSurg reorganizes pursuant to a spin-off or
otherwise, reclassifies its capital stock, consolidates or merges with or into
another corporation, or sells, transfers or otherwise disposes of all of its
property, assets or business to another corporation other than in an AmSurg
Sale, all of the issued and outstanding shares of Series B Preferred Stock may
be converted into shares of Class A Common Stock. If by November 20, 2002 there
shall not have occurred an AmSurg Sale or a Qualified IPO, then the holders of
Series B Preferred Stock shall have the right to require AmSurg to purchase all
of the issued and outstanding shares of Series B Preferred Stock on an as if
converted basis at the current market price of the underlying Class A Common
Stock.
 
     Transfer Agent and Registrar.  SunTrust Bank, Atlanta will be the transfer
agent and registrar for the AmSurg Common Stock.
 
1992 STOCKHOLDERS' AGREEMENT
 
     AHC, as a founding stockholder of AmSurg, along with certain private
investors, are parties to a stockholders' agreement dated as of April 2, 1992
(the "1992 Stockholders' Agreement"). In connection with an equity financing of
AmSurg Preferred Stock in November 1996, the 1992 Stockholders' Agreement was
amended to include the purchasers of AmSurg Preferred Stock. The 1992
Stockholders' Agreement provides for certain rights of first refusal with
respect to any shares that AmSurg proposes to issue and co-sale rights among the
stockholders subject thereto. These stockholders also have a right of first
refusal, subject to certain exceptions, to acquire shares of another
stockholder, on a pro rata basis, on the same terms and conditions as are set
forth in a proposed sale transaction with a third party. If a Qualified IPO does
not occur by May 31, 2000, the stockholders have also agreed to vote for a
director selected by the holders of AmSurg Preferred
 
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