S-8 1 g25207sv8.htm FORM S-8 sv8
As Filed With the Securities and Exchange Commission on November 10, 2010
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
(State or Other Jurisdiction of
Incorporation or Organization) 		  62-1493316
(I.R.S. Employer
Identification No.)
     
20 Burton Hills Boulevard
Nashville, Tennessee
(Address of Principal Executive Offices) 		  37215
(Zip Code)
AmSurg Corp.
2006 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)
Copy to:
J. James Jenkins, Jr., Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
CALCULATION OF REGISTRATION FEE
                                             
 
  Title of Each Class of                          
  Securities To Be     Amount To Be     Proposed Maximum     Proposed Maximum     Amount Of  
  Registered     Registered (1)     Offering Price Per Share     Aggregate Offering Price     Registration Fee  
 
Common Stock
     158,205 shares     $ 18.30 (2)     $ 2,895,151.50 (2)     $ 207    
 
(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)   Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based on the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on November 3, 2010.
 
 

 

 

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 2006 Stock Incentive Plan, as amended.
Incorporation by Reference of Earlier Registration Statements
     The Registration Statement on Form S-8 (Registration No. 333-134948) 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
  Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
    
4.3
  Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
    
5.1
  Opinion of Bass, Berry & Sims PLC
 
    
10.1
  AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 26, 2010)
 
    
23.1
  Consent of Deloitte & Touche LLP
 
    
23.2
  Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
 
    
24.1
  Power of Attorney (included on signature pages to this Registration Statement)

II - 2

 

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 10th day of November, 2010.
         
  AMSURG CORP.
 		  
  By:   /s/ Claire M. Gulmi    
    Claire M. Gulmi   
    Executive Vice President, Chief Financial Officer
and Secretary 		  
 
     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 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 or she 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
 
        
/s/ Christopher A. Holden
 
Christopher A. Holden
  President, Chief Executive
Officer and Director (Principal
Executive Officer) 		  November 10, 2010
 
        
/s/ Claire M. Gulmi
 
Claire M. Gulmi
  Executive Vice President, Chief
Financial Officer, Secretary and
Director (Principal Financial and
Accounting Officer) 		  November 10, 2010
 
        
/s/ Steven I. Geringer
 
Steven I. Geringer
  Chairman of the Board    November 10, 2010
 
        
/s/ James A. Deal
 
James A. Deal
  Director    November 10, 2010
 
        
/s/ Thomas G. Cigarran
 
Thomas G. Cigarran
  Director    November 10, 2010

II - 3

 

         
Signature   Title   Date
 
        
/s/ Henry D. Herr
 
Henry D. Herr
  Director   November 10, 2010
 
        
/s/ Kevin P. Lavender
 
Kevin P. Lavender
  Director   November 10, 2010
 
        
/s/ Ken P. McDonald
 
Ken P. McDonald
  Director   November 10, 2010
 
        
 
 
John W. Popp, Jr., M.D.
  Director    

II - 4

 

EXHIBIT INDEX
     
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
  Article 7 of the Registrant’s Second Amended and Restated Charter, as amended (restated electronically for filing purposes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
    
4.3
  Articles 2 and 6 of the Registrant’s Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
 
    
5.1
  Opinion of Bass, Berry & Sims PLC
 
    
10.1
  AmSurg Corp. 2006 Stock Incentive Plan, as amended (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated May 26, 2010)
 
    
23.1
  Consent of Deloitte & Touche LLP
 
    
23.2
  Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
 
    
24.1
  Power of Attorney (included on signature pages to this Registration Statement)