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): November 28, 2016(November 28, 2016)

AMSURG CORP.

(Exact Name of Registrant as Specified in its 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 5.07. Submission of Matters to a Vote of Security Holders

On November 28, 2016, AmSurg Corp. (“AmSurg”) held a Special Meeting of Shareholders (the “AmSurg Special Meeting”) to consider proposals related to the Agreement and Plan of Merger, dated as of June 15, 2016 (the “Merger Agreement”), by and among AmSurg, Envision Healthcare Holdings, Inc. (“Envision”) and New Amethyst Corp., pursuant to which AmSurg and Envision will combine in an all-stock merger of equals. A total of 48,282,545 shares of AmSurg’s common stock were voted in person or by proxy, representing 88% of the shares entitled to be voted, which constituted a quorum to conduct business at the AmSurg Special Meeting. AmSurg’s shareholders considered, and a majority approved, a proposal to adopt the Merger Agreement and a proposal to approve, on an advisory basis, certain compensation that may be paid to the AmSurg named executive officers in connection with the consummation of the transactions contemplated by the Merger Agreement, as described in AmSurg’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 21, 2016.

As AmSurg received the requisite approval from its shareholders to approve the Merger Agreement, shareholders did not consider a vote on the proposal to adjourn the AmSurg Special Meeting to solicit additional proxies. The final voting results of the shareholders vote at the AmSurg Special Meeting are set forth below:

Proposal 1: The Adoption of the Merger Agreement

For	Against	Abstain	Non-Votes (Votes Against)
48,045,115	33,587	203,843	—

Proposal 2: Advisory (Non-binding) Vote on Compensation

For	Against	Abstain	Non-Votes (No Effect)
46,905,390	930,578	446,577	—

Item 8.01. Other Events

On November 28, 2016, AmSurg and Envision issued a joint press release announcing the results of the AmSurg Special Meeting and the special meeting of Envision’s stockholders held on the same day, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.  

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1 Press release, dated November 28, 2016

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:    November 28, 2016

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release dated November 28, 2016

EX-99.1

Exhibit 99.1

Contact:	Envision Healthcare Holdings, Inc.	AMSURG CORP.
	Bob Kneeley	Claire M. Gulmi
	Vice President, Investor Relations	Executive Vice President and Chief Financial Officer
	303-495-1245	615-665-1283

ENVISION HEALTHCARE AND AMSURG SHAREHOLDERS

APPROVE MERGER

Greenwood Village, Colorado & Nashville, Tennessee (November 28, 2016) - Envision Healthcare Holdings, Inc. (NYSE: EVHC, “Envision”) and AMSURG Corp. (NASDAQ: AMSG, “AMSURG”) announced that the shareholders of both companies voted to approve the previously announced merger of the two companies at separate special meetings held today.

Holders of over 82 percent of shares of Envision’s common stock outstanding and entitled to vote, or over 96 percent of votes cast, voted to approve the merger. Holders of 88 percent of shares of AMSURG’s common stock outstanding and entitled to vote, or over 99 percent of votes cast, voted to approve the merger. Envision and AMSURG will each file a Form 8-K later today disclosing the full voting results.

The combination of Envision and AMSURG brings together two leading, complementary healthcare companies to form one of the nation’s largest healthcare provider organizations, well positioned to help shape the future of healthcare delivery. The companies expect to complete the merger on December 1, 2016.

No Offer / Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities with respect to the proposed business combination between Envision and AMSURG or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed business combination between Envision and AMSURG was approved by their respective shareholders on November 28, 2016. On August 4, 2016, AMSURG caused its newly formed, wholly owned subsidiary, New Amethyst Corp. (“New Amethyst”), to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (File No. 333-212885) that constitutes a prospectus of New Amethyst and a joint proxy statement of Envision and AMSURG. The SEC declared the Form S-4, as subsequently amended, effective on October 19, 2016. Envision and AMSURG have caused the definitive joint proxy statement/final prospectus to be mailed to their respective shareholders, as required by applicable law. This communication is not a substitute for the definitive joint proxy statement/final prospectus, or any other document that may be filed with the SEC in connection with the proposed business combination. Investors and shareholders are urged to read carefully and in their entirety the definitive joint proxy statement/final prospectus delivered to shareholders, and any other relevant documents that are filed with the SEC when they become available, because they contain important information about the proposed business combination and related matters. Investors and shareholders may obtain free copies of the definitive joint proxy statement/final prospectus and other documents containing important information about Envision, AMSURG and New Amethyst, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Envision and AMSURG make available free of charge at www.evhc.net and www.amsurg.com, respectively (in the “Investors” section), copies of materials they file with, or furnish to, the SEC.

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Envision Healthcare and AMSURG Shareholders Approve Merger

Page 2

November 28, 2016

Forward-Looking Statements

Certain statements and information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to Envision’s and AMSURG’s objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that Envision and AMSURG intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by Envision’s and AMSURG’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Any forward-looking statements in this communication are made as of the date hereof, and Envision and AMSURG undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: (i) risks and uncertainties discussed in the reports that Envision and AMSURG have filed with the SEC; (ii) general economic, market, or business conditions; (iii) the impact of legislative or regulatory changes, such as changes to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; (iv) changes in governmental reimbursement programs; (v) decreases in revenue and profit margin under fee-for-service contracts due to changes in volume, payor mix and reimbursement rates; (vi) the loss of existing contracts; (vii) risks associated with the ability to consummate the business combination between Envision and AMSURG and the timing of the closing of the business combination; (viii) the ability to successfully integrate Envision’s and AMSURG’s operations and employees; (ix) the ability to realize anticipated benefits and synergies of the business combination; (x) the potential impact of announcement of the business combination or consummation of the transaction on relationships, including with employees, customers and competitors; and (xi) other circumstances beyond Envision’s and AMSURG’s control. Refer to the section entitled “Risk Factors” in Envision’s and AMSURG’s recent filings with the SEC, including their annual and quarterly reports for a discussion of important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements.

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