S-8

As Filed With the Securities and Exchange Commission on June 6, 2016

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 Incorporation)	(I.R.S. Employer  Identification No.)
1A Burton Hills Boulevard Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

AMENDED AND RESTATED AMSURG CORP. 2014 EQUITY AND INCENTIVE PLAN

(Full Title of Plan)

Claire M. Gulmi

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-1283

(Name, address and telephone number of Registrant’s agent for service)

Copy to:

J. James Jenkins Jr., Esq.

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ ]
(do not check if you are a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, no par value	2,000,000	$	74.62	$	149,240,000.00	$	15,028.47

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Pursuant to Rule 457(c) and (h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock ($74.62) on the NASDAQ Stock Market on May 31, 2016.

Registration of Additional Securities

This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, no par value, of AmSurg Corp., a Tennessee corporation (the “Registrant”), for the Registrant’s Amended and Restated Amsurg Corp. 2014 Equity and Incentive Plan.

Incorporation by Reference of Earlier Registration Statements

The Registration Statement on Form S-8 (Registration No. 333-197424) previously filed by the Registrant with the Securities and Exchange Commission is hereby incorporated by reference.

Item 8. Exhibits

Exhibit
Number	Description
4.1	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)).
4.2	Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
4.3	Articles of Amendment to the Second Amended and Restated Charter with respect to the 5.250% Mandatory Covertible Preferred Stock, Series A-1 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, dated July 2, 2014).
4.4	Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, dated May 22, 2012).
4.5	Indenture, dated as of November 20, 2012, among AmSurg Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, dated November 20, 2012).
4.6	Registration Rights Agreement, dated as of November 20, 2012, among AmSurg Corp., the subsidiary guarantors listed therein, and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of the several Initial Purchasers listed therein (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K, dated November 20, 2012).
5.1	Opinion of Bass, Berry & Sims PLC, counsel to the Registrant.
23.1	Consent of Deloitte & Touche LLP.
23.3	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages to this Registration Statement).

1

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 6^th Day of June, 2016.

	AMSURG CORP.
By:	/s/ Christopher A. Holden
	Christopher A. Holden
	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Christopher A. Holden and Claire M. Gulmi and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher A. Holden	President, Chief Executive Officer and Director (Principal Executive Officer)	June 6, 2016
Christopher A. Holden
/s/ Claire M. Gulmi	Executive Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)	June 6, 2016
Claire M. Gulmi
/s/ Steven I. Geringer	Chairman of the Board	June 6, 2016
Steven I. Geringer
/s/ Thomas G. Cigarran	Director	June 6, 2016
Thomas G. Cigarran
/s/ James A. Deal	Director	June 6, 2016
James A. Deal
/s/ John T. Gawaluck	Director	June 6, 2016
John T. Gawaluck
/s/ Henry D. Herr	Director	June 6, 2016
Henry D. Herr
/s/ Joey A. Jacobs	Director	June 6, 2016
Joey A. Jacobs
/s/ Kevin P. Lavender	Director	June 6, 2016
Kevin P. Lavender
/s/ Cynthia S. Miller	Director	June 6, 2016
Cynthia S. Miller
/s/ John W. Popp, Jr., M.D.	Director	June 6, 2016
John W. Popp, Jr., M.D.

EXHIBIT INDEX

4.1	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)).
4.2	Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
4.3	Articles of Amendment to the Second Amended and Restated Charter with respect to the 5.250% Mandatory Covertible Preferred Stock, Series A-1 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, dated July 2, 2014).
4.4	Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, dated May 22, 2012).
4.5	Indenture, dated as of November 20, 2012, among AmSurg Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, dated November 20, 2012).
4.6	Registration Rights Agreement, dated as of November 20, 2012, among AmSurg Corp., the subsidiary guarantors listed therein, and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of the several Initial Purchasers listed therein (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K, dated November 20, 2012).
5.1	Opinion of Bass, Berry & Sims PLC, counsel to the Registrant.
23.1	Consent of Deloitte & Touche LLP.
23.3	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages to this Registration Statement).

EX-5.1

Exhibit 5.1

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

June 6, 2016

AmSurg Corp.

1A Burton Hills Blvd.

Nashville, Tennessee 37215

Re: Registration Statement on Form S-8 relating to the Amended and Restated AmSurg Corp. 2014 Equity and Incentive Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel to AmSurg Corp., a Tennessee corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) relating to certain shares of Common Stock, no par value per share (the “Common Stock”), of the Company issuable pursuant to the Plan.

In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and, except to the extent we express an opinion as to due authorization in the next paragraph of this letter, the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.

Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

The opinions expressed above are limited to the Tennessee Business Corporation Act (which includes applicable provisions of the Tennessee Constitution and reported judicial decisions interpreting the Tennessee Business Corporation Act and the Tennessee Constitution).

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Very truly yours,

/s/ Bass, Berry & Sims PLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 25, 2016, relating to the consolidated financial statements and consolidated financial statement schedule of AmSurg Corp. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of AmSurg Corp. and subsidiaries for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee

June 6, 2016