10-Q/A 1 amsg-10qa-2014-03-31.htm FORM 10-Q/A  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q/A

 

(Amendment No. 1)

 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended March 31, 2014

 

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Tennessee

000-22217

62-1493316

(State or Other Jurisdiction of Incorporation)

(Commission

 File Number)

(I.R.S. Employer

 Identification No.)

 

 

 

20 Burton Hills Boulevard

 

 

Nashville, Tennessee

 

37215

(Address of Principal

Executive Offices)

 

(Zip Code)

 

 

 (615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

 

 

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X]                   No [  ]

 

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X]                   No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

 

                                Large accelerated filer  [X]                                      Accelerated filer                  [  ]

Non-accelerated filer    [   ]                                      Smaller reporting company [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [  ]                    No [X]

 

As of April 30, 2014 there were outstanding 32,531,056 shares of the registrant’s Common Stock, no par value.

 


 

 

Explanatory Note

AmSurg Corp. (the "Company") is filing this Amendment No. 1 (this "Amendment") to its Quarterly Report on Form 10-Q for the three months ended March 31, 2014, filed with the Securities and Exchange Commission on May 1, 2014 (the "Original Filing"), for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Company attempted to file Exhibit 101 on its initial Form 10-Q filing for the period ended March 31, 2014.  However, Exhibit 101 was not accepted by the Securities and Exchange Commission due to a validation error in the electronic file.

Other than as described above, no changes have been made to the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect subsequent events that may have occurred after the date of the Original Filing and does not modify or update in any way any disclosures made in the Original Filing.

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Item 6.        Exhibits

                     

 

10.1*   Form of Indemnification Agreement with directors, executive officers and advisors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated February 4, 2014)

 

10.2*   Third Amended and Restated Employment Agreement, dated January 30, 2014, between AmSurg and Claire M. Gulmi (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, dated February 4, 2014)

             

10.3*   Third Amended and Restated Employment Agreement, dated January 30, 2014, between AmSurg and David L. Manning (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, dated February 4, 2014)

 

10.4*   Amended and Restated Employment Agreement, dated January 30, 2014, between AmSurg and Phillip A. Clendenin (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, dated February 4, 2014)

 

10.5*   Amended and Restated Employment Agreement, dated January 30, 2014, between AmSurg and Kevin D. Eastridge (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, dated February 4, 2014)

 

31.1** Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2** Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

                     

32.1** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101**  Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at March 31, 2014 and December 31, 2013, (ii) the Consolidated Statements of Earnings and Comprehensive Income for the three month periods ended March 31, 2014 and 2013, (iii) the Consolidated Statements of Changes in Equity for the three month periods ended March 31, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the three month periods ended March 31, 2014 and 2013 and (v) the notes to the Unaudited Consolidated Financial Statements for the three month periods ended March 31, 2014 and 2013.

 

*      Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed on May 1, 2014.

 

**    Furnished herewith.

 

 

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Signature

 

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

AMSURG CORP.

 

 

 

 

  Date:  May 1, 2014

 

 

 

 

 

 

By:

/s/ Claire M. Gulmi

 

 

Claire M. Gulmi

 

 

 

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial and Duly Authorized Officer)

       

 

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