Attached files
file | filename |
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EX-1.2 - EX-1.2 - AMSURG CORP | d750930dex12.htm |
EX-3.1 - EX-3.1 - AMSURG CORP | d750930dex31.htm |
EX-5.1 - EX-5.1 - AMSURG CORP | d750930dex51.htm |
EX-1.1 - EX-1.1 - AMSURG CORP | d750930dex11.htm |
EX-5.2 - EX-5.2 - AMSURG CORP | d750930dex52.htm |
EX-12.1 - EX-12.1 - AMSURG CORP | d750930dex121.htm |
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):
July 2, 2014 (June 26, 2014)
AMSURG CORP.
(Exact Name of Registrant as Specified in 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
(Registrants 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 1.01. | Entry into a Material Definitive Agreement. |
Offering of Common Stock
On June 26, 2014, AmSurg Corp. (the Company) entered into an underwriting agreement (the Common Underwriting Agreement) with Citgroup Global Markets Inc., as representative of the several underwriters named on Schedule II thereto (the Common Underwriters), pursuant to which the Company agreed to issue and sell to the Common Underwriters up to 9,775,000 shares of the Companys common stock, no par value per share (the Common Stock), in a registered public offering pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-196966) (the Registration Statement). For a complete description of the terms and conditions of the Common Underwriting Agreement, please refer to the Common Underwriting Agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.
Offering of 5.250% Mandatory Convertible Preferred Stock
On June 26, 2014, the Company entered into an underwriting agreement (the Preferred Underwriting Agreement) with Citgroup Global Markets Inc., as representative of the several underwriters named on Schedule II thereto (the Preferred Underwriters), pursuant to which the Company agreed to issue and sell to the Preferred Underwriters up to 1,725,000 shares of the Companys 5.250% Mandatory Convertible Preferred Stock, Series A-1, liquidiation preference $100 per share, no par value per share (the Mandatory Convertible Preferred Stock), in a registered public offering pursuant to the Registration Statement. For a complete description of the terms and conditions of the Preferred Underwriting Agreement, please refer to the Preferred Underwriting Agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.2.
Item 3.03. | Material Modification to Rights of Security Holders. |
On July 1, 2014, the Company filed Articles of Amendment to the Second Amended and Restated Charter of the Company (the Articles of Amendment) with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The authorization and issuance of the Mandatory Convertible Preferred Stock on or about July 2, 2014, materially impacts the rights of the holders of Common Stock, as summarized herein.
Subject to certain exceptions, so long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of junior stock (except dividends payable solely in shares of Common Stock), no dividend or distributions shall be declared or paid on any parity stock (subject to certain exceptions), and no Common Stock, junior stock or parity stock shall be purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries, unless all accrued and unpaid dividends for all past dividend periods on all outstanding shares of Mandatory Convertible Preferred Stock have been or are contemporaneously declared and paid in full, or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Mandatory Convertible Preferred Stock on the applicable record date.
In the event of the Companys liquidation, dissolution or winding up, each holder of shares of Mandatory Convertible Preferred Stock will be entitled to receive out of the Companys assets available for distribution to the Companys shareholders, subject to the rights of the Companys creditors, a liquidation preference of $100 per share of Mandatory Convertible Preferred Stock, plus an amount equal to any accrued and unpaid dividends on such shares to (but not including) the date fixed for liquidation, dissolution or winding up, before any payment or distribution is made to holders of junior stock (including the Common Stock).
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This description is not complete. The terms of the Mandatory Convertible Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 1, 2014, the Company filed the Articles of Amendment with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of its Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
1.1 | Underwriting Agreement relating to the Common Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters | |
1.2 | Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters | |
3.1 | Articles of Amendment to the Second Amended and Restated Charter of the Company (5.250% Mandatory Convertible Preferred Stock, Series A-1), filed with the Secretary of State of the State of Tennessee and effective July 1, 2014 | |
5.1 | Opinion of Bass, Berry & Sims PLC relating to the Companys Common Stock (including the consent required with respect thereto) | |
5.2 | Opinion of Bass, Berry & Sims PLC relating to the Companys Mandatory Convertible Preferred Stock (including the consent required with respect thereto) | |
12.1 | Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends |
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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: July 2, 2014
EXHIBIT INDEX
No. |
Exhibit | |
1.1 | Underwriting Agreement relating to the Common Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters. | |
1.2 | Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters. | |
3.1 | Articles of Amendment to the Second Amended and Restated Charter of the Company (5.250% Mandatory Convertible Preferred Stock, Series A-1), filed with the Secretary of State of the State of Tennessee and effective July 1, 2014. | |
5.1 | Opinion of Bass, Berry & Sims PLC relating to the Companys Common Stock (including the consent required with respect thereto). | |
5.2 | Opinion of Bass, Berry & Sims PLC relating to the Companys Mandatory Convertible Preferred Stock (including the consent required with respect thereto). | |
12.1 | Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. |