0001193125-15-403708.txt : 20151215 0001193125-15-403708.hdr.sgml : 20151215 20151215160204 ACCESSION NUMBER: 0001193125-15-403708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151215 DATE AS OF CHANGE: 20151215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36531 FILM NUMBER: 151288554 BUSINESS ADDRESS: STREET 1: 1A BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 1A BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 8-K 1 d105187d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2015

 

 

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Tennessee   001-36531   62-1493316

State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1A Burton Hills Boulevard

Nashville, Tennessee

    37215
(Address of Principal Executive Offices)    (Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

As described in a Current Report on Form 8-K of AmSurg Corp. (the “Company”) filed on December 7, 2015 (the “Prior 8-K”), the Company, pursuant to an underwriting agreement dated December 1, 2015 (the “Underwriting Agreement”) with SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named on Schedule II thereto (the “Underwriters”), issued a total of 5,500,000 shares (the “Firm Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) for net proceeds to the Company of approximately $422 million, after estimated issuance discounts and commissions. In connection with the partial exercise of an option to purchase additional shares of Common Stock granted to the Underwriters pursuant to the Underwriting Agreement, on December 15, 2015, the Company issued and sold an additional 334,716 shares of Common Stock (the “Option Shares”) for additional net proceeds to the Company of approximately $25.7 million on the same terms and conditions as the Firm Shares. For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, filed as Exhibit 1.1 to the Prior 8-K, which is incorporated by reference into this current report on Form 8-K.

The Company intends to use the net proceeds from the sale of Option Shares, along with the proceeds from the sale of Firm Shares, to repay outstanding indebtedness under its revolving credit facility borrowed to fund its recent acquisitions, to fund a portion of the approximately $500 million of acquisition opportunities in its pipeline that are under letter of intent and targeted to close between now and the end of the first quarter of 2016 and for other general corporate purposes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  1.1   

Underwriting Agreement, dated December 1, 2015, between AmSurg Corp. and SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed December 7, 2015, File No. 001-36531).

  5.1    Opinion of Bass, Berry & Sims PLC (incorporated by reference to Exhibit 5.1 to the Company’s Form 8-K filed December 7, 2015, File No. 001-36531).
23.1    Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).

SIGNATURES

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 hereunto duly authorized.

 

AMSURG CORP.
By:  

    /s/ Claire M. Gulmi

      Claire M. Gulmi

Executive Vice President and Chief Financial Officer

(Principal Financial and Duly Authorized Officer)

Date: December 15, 2015

 

3

EXHIBIT INDEX

 

No.

   

Exhibit

  1.1    Underwriting Agreement, dated December 1, 2015, between AmSurg Corp. and SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed December 7, 2015, File No. 001-36531).
  5.1    Opinion of Bass, Berry & Sims PLC (incorporated by reference to Exhibit 5.1 to the Company’s Form 8-K filed December 7, 2015, File No. 001-36531).
23.1    Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).