1
As Filed With the Securities and Exchange Commission on July 24, 2001
Registration No. 333-56950
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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
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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
(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
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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Common Stock, no N/A N/A N/A N/A
par value (1)(2)
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(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 (the "1997 Plan"). No
additional securities are being registered for offers of sales under
the 1997 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
480,000 shares of Class A common stock previously registered on Form
S-8 (Commission File No. 333-56950) have been reclassified as an
aggregate 480,000 shares of Common Stock.
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This Amendment No. 1 hereby amends Registration Statement on Form S-8
(Commission File No. 333-56950) (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 previously
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 or Class B common stock pursuant to
the 1997 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
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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 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))
4.3 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))
4.4 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))
4.5 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))
4.6 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-3)
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+ Previously filed
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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
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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
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/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
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Thomas G. Cigarran
* Director July 24, 2001
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James A. Deal
* Director July 24, 2001
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Steven I. Geringer
* Director July 24, 2001
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Debora A. Guthrie
* Director July 24, 2001
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Henry D. Herr
* Director July 24, 2001
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Bergein F. Overholt, M.D.
* By /s/ Claire M. Gulmi
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Claire M. Gulmi
As Attorney-in-Fact
II-2
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EXHIBIT INDEX
Exhibit Number Description
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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 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))
4.3 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))
4.4 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))
4.5 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))
4.6 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)
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+Previously filed