S-8 POS 1 g70662a1s-8pos.txt AMSURG CORP. 1 As Filed With the Securities and Exchange Commission on July 24, 2001 Registration No. 333-41961 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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 37215 NASHVILLE, TENNESSEE (Zip Code) (Address of Principal Executive Offices) AMSURG CORP. 1997 STOCK INCENTIVE PLAN, AS AMENDED AMSURG CORP. 1992 STOCK OPTION PLAN, AS AMENDED (Full title of the plan) CLAIRE M. GULMI 20 BURTON HILLS BOULEVARD NASHVILLE, TENNESSEE 37215 (Name and address of agent for service) (615) 665-1283 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per aggregate offering registration fee share price ================================================================================================================= Common Stock, no N/A N/A N/A N/A par value (1)(2) =================================================================================================================
(1) This post-effective amendment is being filed to reflect certain amendments that AmSurg Corp. has made to its capital structure and to the AmSurg Corp. 1997 Stock Incentive Plan, as amended (the "1997 Plan") and the AmSurg Corp. 1992 Stock Option Plan, as amended (the "1992 Plan"). No additional securities are being registered for offers of sales under either the 1997 Plan or the 1992 Plan. Therefore, pursuant to Rule 457(a) under the Securities Act of 1933, no fee is required. (2) Formerly Class A Common Stock, no par value. On July 12, 2001, AmSurg Corp. amended and restated its charter to eliminate the Class A common stock and Class B common stock and to provide for the reclassification and conversion of such classes into one class, designated as "Common Stock," with the same rights as the former Class A common stock. The 1,577,333 shares of Class A common stock previously registered on Form S-8 (Commission File No. 333-41961) have been reclassified as an aggregate 1,577,333 shares of Common Stock. 2 This Amendment No. 1 hereby amends Registration Statement on Form S-8 (Commission File No. 333-41961) (the "Registration Statement") in order to reflect the Company's Second Amended and Restated Charter, filed with the Secretary of State of the State of Tennessee and effective as of 5:00 p.m. CDT on July 12, 2001. The Second Amended and Restated Charter eliminated provisions relating to Class A common stock and Class B common stock and provided for a single class designated as Common Stock, with the same rights as the former Class A common stock and provided for the reclassification of each issued share of Class A common stock and Class B common stock as one share of the newly designated Common Stock. In addition, any options, warrants, or rights to acquire shares of Class A common stock pursuant to either the 1997 Plan or the 1992 Plan now represent options, warrants, or rights to acquire the same number of shares of Common Stock. Pursuant to General Instruction E to Form S-8, the remaining contents of the Registration Statement are hereby incorporated by reference. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Amendment No. 1 shall be deemed to be modified or superseded for purposes of this Amendment No. 1 to the extent that a statement contained in this Amendment No. 1 or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Amendment No. 1 modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment No. 1. Item 8. Exhibits
Exhibit Number Description -------------- ----------------------------------------------------------------- 4.1 AmSurg Corp. 1997 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8) (filed with the Commission on July 24, 2001) 4.2+ AmSurg Corp. 1992 Stock Option Plan, as amended 4.3 Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001)) 4.4 Article 7 of the Company's Second Amended and Restated Charter (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001)) 4.5 Article 2 of the Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10, as amended (filed with the Commission on March 11, 1997)) 4.6 First Amendment to the Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8) (filed with the Commission on July 24, 2001) 4.7 Second Amended and Restated Rights Agreement dated July 12, 2001 (originally dated December 2, 1999, and amended on December 13, 1999) between AmSurg Corp. and SunTrust Bank Atlanta, including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated by reference to Exhibit 1 of the Registration Statement on Form 8-A/A-4 (filed with the Commission on July 13, 2001)) 5.1+ Opinion of Bass, Berry & Sims PLC 23.1 Consent of Deloitte & Touche, LLP 23.2+ Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24.1 Power of Attorney (included on page II-2)
------------------------ + Previously filed 3 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 this 24th day of July, 2001. AMSURG CORP. By: /s/ Claire M. Gulmi ----------------------------------------------------- Claire M. Gulmi Senior Vice President, Chief Financial Officer, Secretary 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 attorney-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.
Signature Title Date --------- ----- ---- /s/ Ken P. McDonald President and Chief Executive Officer July 24, 2001 ------------------------------------ (Principal Executive Officer) Ken P. McDonald /s/ Claire M. Gulmi Senior Vice President, Chief Financial July 24, 2001 ------------------------------------ Officer and Secretary (Principal Financial Claire M. Gulmi and Accounting Officer) * Chairman of the Board July 24, 2001 ------------------------------------ Thomas G. Cigarran Director July ____, 2001 ------------------------------------ James A. Deal Director July ____, 2001 ------------------------------------ Steven I. Geringer Director July ____, 2001 ------------------------------------ Debora A. Guthrie * Director July 24, 2001 ------------------------------------ Henry D. Herr * Director July 24, 2001 ------------------------------------ Bergein F. Overholt, M.D. * By /s/ Claire M. Gulmi ------------------------------------ Claire M. Gulmi As Attorney-in-Fact
II-2 4 EXHIBIT INDEX
Exhibit Number Description -------------- ----------------------------------------------------------------- 4.1 AmSurg Corp. 1997 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8) (filed with the Commission on July 24, 2001) 4.2+ AmSurg Corp. 1992 Stock Option Plan, as amended 4.3 Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001)) 4.4 Article 7 of the Company's Second Amended and Restated Charter (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001)) 4.5 Article 2 of the Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10, as amended (filed with the Commission on March 11, 1997)) 4.6 First Amendment to the Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8) (filed with the Commission on July 24, 2001) 4.7 Second Amended and Restated Rights Agreement dated July 12, 2001 (originally dated December 2, 1999, and amended on December 13, 1999) between AmSurg Corp. and SunTrust Bank Atlanta, including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated by reference to Exhibit 1 of the Registration Statement on Form 8-A/A-4 (filed with the Commission on July 13, 2001)) 5.1+ Opinion of Bass, Berry & Sims PLC 23.1 Consent of Deloitte & Touche, LLP 23.2+ Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24.1 Power of Attorney (included on page II-2)
--------------------- +Previously filed