SEC Filings

S-8
AMSURG CORP filed this Form S-8 on 12/11/1997
Entire Document
 


<PAGE>   1
              As filed with the Securities and Exchange Commission
                               on December 11, 1997
                                                      Registration No. 333-_____
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                                  AMSURG CORP.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                    TENNESSEE
                    -----------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   62-1493316
                           --------------------------
                      (I.R.S. employer identification no.)

                      ONE BURTON HILLS BOULEVARD, SUITE 350
                               NASHVILLE, TN 37215
                           --------------------------
                    (Address of principal executive offices)



                             1992 STOCK OPTION PLAN
                           --------------------------
                            1997 STOCK INCENTIVE PLAN
                           --------------------------
                            (Full title of the plan)

                                 CLAIRE M. GULMI
                      ONE BURTON HILLS BOULEVARD, SUITE 350
                               NASHVILLE, TN 37215
                           --------------------------
                     (Name and address of agent for service)

                                 (615) 665-1283
                           --------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
                                               Proposed maximum         Proposed maximum         Amount of
Title of securities        Amount to be          offering price         aggregate offering       registration
to be registered            registered            per share (1)              price (1)                fee
<S>                        <C>                 <C>                      <C>                      <C>

- ----------------------------------------------------------------------------------------------------------------

Class A Common Stock       1,577,333 shares          $9.00                 $14,195,997              $4,302
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended, and are based on the
average of the high and low price per share of the Registrant's Common Stock as
reported on The Nasdaq Stock Market's National Market (the "National Market") on
December 4, 1997.



<PAGE>   2




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by AmSurg Corp. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

         1.       The Registrant's Registration Statement on Form 10 dated March
                  11, 1997 filed pursuant to Section 12(b) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), as
                  amended (the "Form 10");

         2.       The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended June 30, 1997 and September 30, 1997; and

         3.       The description of the Registrant's Class A Common Stock, no
                  par value per share (the "Class A Common Stock"), contained in
                  the Form 10, including all amendments and reports filed for
                  the purpose of updating such description prior to the
                  termination of the offering of the Class A Common Stock
                  offered hereby.

         All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Inapplicable.



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ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Class A Common Stock registered hereby
will be passed upon for the Registrant by Bass, Berry & Sims PLC, Nashville,
Tennessee. Certain members of Bass, Berry & Sims PLC beneficially own 136,434
shares of Class A Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Tennessee Business Corporation Act (the "TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if: (a) such person acted in good
faith; (b) in the case of conduct in an official capacity with the corporation,
he reasonably believed such conduct was in the corporation's best interests; (c)
in all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that: (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.

         The Registrant's Charter and Bylaws require the Registrant to indemnify
its directors and officers to the fullest extent permitted by law with respect
to all liability and loss suffered and expense reasonably incurred by such
person in any action, suit or proceeding in which such person was or is made, or
threatened to be made, a party, or is otherwise involved by reason of the fact
that such person is or was a director or officer of the Registrant.

         In addition, the Registrant's Charter provides that Registrant's
directors shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of any fiduciary duty as a director of the
Registrant except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's directors from personal liability to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a
director, to the extent such liability arises from



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<PAGE>   4




a judgment or other final adjudication establishing: (a) any breach of the
director's duty of loyalty; (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; or (c) any
unlawful distributions. Nor does this provision eliminate the duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Tennessee law. Finally,
this provision does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

         The Registrant has entered into indemnification agreements with all of
its directors and executive officers providing that it will indemnify those
persons to the fullest extent permitted by law against claims arising out of
their actions as officers or directors of the Registrant and will advance
expenses of defending claims against them. The Registrant believes that
indemnification under these agreements covers at least negligence and gross
negligence by the directors and officers, and requires the Registrant to advance
litigation expenses in the case of actions, including stockholder derivative
actions, against an undertaking by the officer or director to repay any advances
if it is ultimately determined that the officer or director is not entitled to
indemnification.

         The Registrant believes that its Charter and Bylaw provisions and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.

         At present, there is no litigation or proceeding involving a director
or officer of Registrant as to which indemnification is being sought, nor is the
Registrant aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

         Pursuant to Management and Human Resources Agreement between the
Registrant and American Healthcorp, Inc. ("AHC") (the "Management
Agreement"), the Registrant will indemnify and hold AHC, its directors,
officers, employees and agents and any person who controls AHC within the
meaning of the Securities Act of 1933, as amended (the "Securities Act") in the
absence of gross negligence, harmless from and against any and all liabilities,
claims or damages (including the cost of investigating any claim and reasonable
attorneys' fees and disbursements) in connection with any services performed by
AHC pursuant to the Management Agreement or any transactions or conduct in
connection therewith.

         The Registrant has purchased an executive liability insurance policy
which will provide coverage for its directors and officers. Under this policy,
the insurer will agree to pay, subject to certain exclusions (including
violations of securities laws), for any claim made against a director or officer
of the Registrant for a wrongful act by such director or officer, but only if
and to the extent such director or officer becomes legally obligated to pay such
claim or the Registrant is required to indemnify the director or officer for
such claim.



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<PAGE>   5




ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.           EXHIBITS.

         See Exhibit Index (page II-8).

ITEM 9.           UNDERTAKINGS.

         A.       The Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3) 
         of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the
termination of the offering.



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<PAGE>   6




         B.   The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



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<PAGE>   7




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 11th day of
December, 1997.

                                        AMSURG CORP.

                                        By: /s/ KEN P. MCDONALD
                                           ------------------------
                                           Ken P. McDonald
                                           President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Ken P. McDonald and Claire M. Gulmi and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
              Signature                                         Title                                    Date
- -------------------------------------      ----------------------------------------------      ------------------------
<S>                                        <C>                                                 <C>
/s/ KEN P. MCDONALD
- -------------------------------------      President, Chief Executive Officer                  December 11, 1997
Ken P. McDonald                            and Director (Principal Executive Officer)

/s/ CLAIRE M. GULMI
- -------------------------------------      Senior Vice President, Chief Financial              December 11, 1997
Claire M. Gulmi                                    Officer and Secretary
                                           (Principal Financial and Accounting
                                                   Officer)
</TABLE>




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<PAGE>   8




<TABLE>
<CAPTION>
              Signature                                         Title                                    Date
- -------------------------------------      ----------------------------------------------      ------------------------
<S>                                        <C>                                                 <C>
/s/ THOMAS G. CIGARRAN
- -------------------------------------               Director                                   December 9, 1997
Thomas G. Cigarran

- -------------------------------------               Director                                   
James A. Deal

- -------------------------------------               Director                                   
Steven I. Geringer

- -------------------------------------               Director                                   
Debora A. Guthrie

/s/ HENRY D. HERR
- -------------------------------------               Director                                   December 9, 1997
Henry D. Herr

/s/ BERGEIN F. OVERHOLT
- -------------------------------------               Director                                   December 9, 1997
Bergein F. Overholt, M.D.
</TABLE>




                                      II-7



<PAGE>   9




                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                         DESCRIPTION
  ------                         -----------

<S>           <C>                                                
4.1           Amended and Restated Charter of AmSurg Corp. (incorporated by
              reference to Exhibit 3.1 of the Registrant's Registration Statement on
              Form 10, as amended (filed with the Commission on March 11, 1997))

4.2           Amended and Restated Bylaws of AmSurg Corp. (incorporated by
              reference to Exhibit 3.2 of the Registrant's Registration Statement on
              Form 10, as amended (filed with the Commission on March 11, 1997))

4.3           1992 Stock Option Plan, as amended

4.4           1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.8
              of the Registrant's Registration Statement on Form 10, as amended,
              (filed with the Commission on March 11, 1997))

5             Opinion of Bass, Berry & Sims PLC

23.1          Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

23.2          Consent of Deloitte & Touche LLP

24            Power of Attorney (included on page II-5)
</TABLE>







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