-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SrcWBXasYaTHDITvdnN+0oD9thv2P3BVQPWxGByhefJlEDUpU1lPXR4jxnzVofnP 8afqfzrhtm503sdHyE92/g== 0000950144-05-012137.txt : 20051122 0000950144-05-012137.hdr.sgml : 20051122 20051122171000 ACCESSION NUMBER: 0000950144-05-012137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22217 FILM NUMBER: 051222005 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD STREET 2: STE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651283 MAIL ADDRESS: STREET 1: ONE BURTON HILLS BLVD. STREET 2: SUITE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 8-K 1 g98524e8vk.htm AMSURG CORP. 8-K AMSURG CORP. 8-K
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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 22, 2005 (November 17, 2005)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
         
Tennessee   000-22217   62-1493316
(State or Other Jurisdiction of   (Commission   (I.R.S. Employer
Incorporation)   File Number)   Identification No.)
     
20 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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01. Entry Into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

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Item 1.01. Entry Into a Material Definitive Agreement
     On November 17, 2005, the Board of Directors of AmSurg Corp. (the “Company”) approved a change to the Company’s compensation arrangements for its non-employee directors. The Board approved payments to each non-employee director of $2,500 for each director education session conducted by the Company that he or she attends.
     On November 22, 2005, the Company entered into a First Amendment to Employment Agreement with Ken P. McDonald, the President and Chief Executive Officer of the Company. The First Amendment to Employment Agreement is attached hereto as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
     (c) Exhibit 99 – First Amendment to Employment Agreement

 

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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
 		  
    Senior Vice President, Chief Financial
Officer and Secretary 		  
 
Date: November 22, 2005

 

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INDEX TO EXHIBITS
         
Exhibit    
Number   Description
  99    
First Amendment to Employment Agreement

 

EX-99 2 g98524exv99.txt EX-99 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 99 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), entered into this 22nd day of November, 2005, by and between AmSurg Corp., a Tennessee corporation with its principal place of business at 20 Burton Hills Boulevard, Nashville, Tennessee 37215 ("Company"), and Ken P. McDonald ("Officer"). WHEREAS, the Company and Officer are parties to that certain Employment Agreement, dated December 3, 1997 (the "Employment Agreement"), pursuant to which Officer serves as the President and Chief Executive Officer of the Company; and WHEREAS, the Company and Officer desire to enter into this Agreement to amend certain provisions of the Employment Agreement. NOW, THEREFORE, in consideration of the premises, the mutual agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and mutuality of which are hereby acknowledged, the Company and Officer hereby agree as follows. 1. The first paragraph of Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows: TERM. Subject to provisions of termination as hereinafter provided, the initial term of Officer' s employment under this Agreement shall begin on December 3, 1997, and shall terminate on December 31, 1998. On each December 31 thereafter, unless the Company notifies Officer that his employment under this Agreement will not be extended, his employment under this Agreement shall automatically be extended for a one (1) year period on the same terms and conditions as are set forth herein. 2. Section 8(b) of the Employment Agreement is hereby deleted in its entirety. 3. The following shall be inserted as the last paragraph of Section 8 of the Employment Agreement: "In the event the receipt of amounts payable pursuant this agreement within six months of the date of termination would cause Officer to incur any penalty under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts shall be delayed until the date that is six months following Officer's termination date (the "Earliest Payment Date"). If this provision becomes applicable, it is anticipated that payments that would have been made prior to the Earliest Payment Date in the absence of this provision would be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments would be paid according to the schedule otherwise applicable to the payments." 4. Except as expressly modified by the terms of this Agreement, the provisions of the Employment Agreement shall continue in full force and effect. 5. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. 6. The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of the State of Tennessee without regard to the choice of law principals thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written. /s/ Ken P. McDonald ---------------------------------------- Ken P. McDonald AMSURG CORP. By: /s/ Claire M. Gulmi ------------------------------------- Name: Claire M. Gulmi ----------------------------------- Title: Secretary ---------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----