-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVHzu/HYK/EjAwWUuGQccOe5bqRDmhsS1FIVIly+W9GavzkB8CdncIIZISfsXZR2 SEUcYVkXVbqPyBp8YIqlZQ== 0000950144-01-004879.txt : 20010410 0000950144-01-004879.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950144-01-004879 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-56982 FILED AS OF DATE: 20010405 EFFECTIVENESS DATE: 20010405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-58370 FILM NUMBER: 1596547 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD STREET 2: STE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651283 MAIL ADDRESS: STREET 1: ONE BURTON HILLS BLVD. STREET 2: SUITE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 S-3MEF 1 g67548a2s-3mef.txt AMSURG CORP. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- AMSURG CORP. (Exact name of Registrant as specified in its charter) --------------------- TENNESSEE 62-1493316 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
20 BURTON HILLS BOULEVARD NASHVILLE, TN 37215 (615) 665-1283 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- KEN P. MCDONALD PRESIDENT AND CHIEF EXECUTIVE OFFICER AMSURG CORP. 20 BURTON HILLS BOULEVARD NASHVILLE, TN 37215 (615) 665-1283 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- COPIES TO: CYNTHIA Y. REISZ FREDERICK W. KANNER BASS, BERRY & SIMS PLC DEWEY BALLANTINE LLP 315 DEADERICK STREET, SUITE 2700 1301 AVENUE OF THE AMERICAS NASHVILLE, TENNESSEE 37238 NEW YORK, NEW YORK 10019-6092 (615) 742-6200 (212) 259-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE(2) - ----------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, no par value, and associated rights to purchase Series C Junior Participating Preferred Stock... 460,000 $18.00 $8,280,000 $2,070 - ----------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------
(1) Includes up to 60,000 shares of Class A Common Stock which the Underwriters have the option to purchase to cover over-allotments, if any. (2) Calculated pursuant to Rule 457 based on the offering price of the securities registered. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This registration statement is being filed with respect to the registration of additional shares of Class A Common Stock of AmSurg Corp. (the "Company"), a Tennessee corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (File No. 333-56982) pursuant to the Securities Act of 1933, as amended, is incorporated by reference in this Registration Statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf of the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 5th day of April, 2001. AMSURG CORP. By: /s/ KEN P. MCDONALD --------------------------------------- Ken P. McDonald President and Chief Executive Officer 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.
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEN P. MCDONALD President and Chief Executive April 5, 2001 - -------------------------------------------------------- Officer (Principal Executive Ken P. McDonald Officer) /s/ CLAIRE M. GULMI Senior Vice President, Chief April 5, 2001 - -------------------------------------------------------- Financial Officer and Secretary Claire M. Gulmi (Principal Financial and Accounting Officer) * Chairman of the Board April 5, 2001 - -------------------------------------------------------- Thomas G. Cigarran * Director April 5, 2001 - -------------------------------------------------------- James A. Deal * Director April 5, 2001 - -------------------------------------------------------- Steven I. Geringer * Director April 5, 2001 - -------------------------------------------------------- Debora A. Guthrie * Director April 5, 2001 - -------------------------------------------------------- Henry D. Herr * Director April 5, 2001 - -------------------------------------------------------- Bergein F. Overholt, M.D. *By /s/ KEN P. MCDONALD - ---------------------------------------------------- Ken P. McDonald As Attorney-in-Fact
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ---------------------------------------------------------------------- 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Independent Auditors -- AmSurg Corp. 23.2 Consent of Independent Auditors -- PRG Surgery Centers 23.3 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) *24 Power of Attorney (included in signature page)
- --------------- * Incorporated by reference from the Registrant's Registration Statement on Form S-3 (file No. 333-56982) EX-5 2 g67548a2ex5.txt OPINION OF BASS BERRY & SIMS PLC 1 Exhibit 5 BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW KNOXVILLE OFFICE MEMPHIS OFFICE 900 SOUTH GAY STREET, SUITE 1700 THE TOWER AT PEABODY PLACE KNOXVILLE, TN 37902 100 PEABODY PLACE, SUITE 950 (865) 521-6200 MEMPHIS, TN 38103-2625 (901) 543-5900 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TENNESSEE 37238-0002 (615) 742-6200 www.bassberry.com April 5, 2001 AmSurg Corp. 20 Burton Hills Boulevard Nashville, TN 37215 Re: Registration Statement on Form S-3 Pursuant to Rule 462(b) Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed by you with the Securities and Exchange Commission, covering 460,000 shares (including an over-allotment option of 60,000 shares) of Class A Common Stock, no par value (the "Class A Common Stock"), of AmSurg Corp., a Tennessee corporation (the "Company"), to be offered by the Company as described in the Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Class A Common Stock to be offered by the Company, when and as described in the Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Registration Statement. Sincerely, Bass, Berry & Sims PLC EX-23.1 3 g67548a2ex23-1.txt CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of AmSurg Corp. on Form S-3 of our report dated February 19, 2001 (except for Note 13, as to which the date is March 6, 2001), included in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2000, and of our report dated February 19, 2001 relating to the financial statement schedule appearing in the Annual Report on Form 10-K of AmSurg Corp. for the year ended December 31, 2000, and to the use of our report dated February 19, 2001 (except for Note 13, as to which the date is March 6, 2001), appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Prospectus. DELOITTE & TOUCHE LLP Nashville, Tennessee April 5, 2001 EX-23.2 4 g67548a2ex23-2.txt CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of AmSurg Corp. on Form S-3 of our report dated October 25, 2000 (relating to the financial statements of PRG Surgery Centers), appearing in the Current Report on Form 8-K/A of AmSurg Corp. dated November 1, 2000. DELOITTE & TOUCHE LLP Nashville, Tennessee April 5, 2001 -----END PRIVACY-ENHANCED MESSAGE-----