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): September 25, 2007 (September 25, 2007)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2007, AmSurg Corp. (the “Company”) announced that its Board of Directors had appointed Christopher A. Holden to serve as President and Chief Executive Officer of the Company effective October 1, 2007. Ken P. McDonald, the current President and Chief Executive Officer of the Company, will remain with the Company as an employee for a transitionary period.

Mr. Holden, 43, served as Senior Vice President and a Division President of Triad Hospitals, Inc. (“Triad”) from May 1999 through July 2007. From January 1998 through May 1999, Mr. Holden served as President — West Division of the Central Group of Columbia/HCA Healthcare Corporation, now known as HCA Inc. (“HCA”). Prior to January 1998, Mr. Holden served as President of the West Texas Division of the Central Group of HCA from September 1997 until January 1998 and Vice President of Administration for the Central Group of HCA from August 1994 until September 1997.

The Company and Mr. Holden intend to enter into an Employment Agreement that will provide for a minimum base salary for Mr. Holden of $500,000, which will be adjusted for increases in the Consumer Price Index and such other increases as the Company’s Compensation Committee determines to be appropriate, and an annual bonus of up to 100% of Mr. Holden’s base salary based upon performance criteria to be established by the Company’s Compensation Committee. The employment agreement will have an initial term expiring December 31, 2008, but contain a provision that automatically extends the term for an additional one year unless the Company gives Mr. Holden notice of its intent not to extend the term of the agreement not less than 60 days prior to the expiration of the agreement. The employment agreement will provide that if the Company elects not to extend Mr. Holden’s employment, he will be considered to have been terminated without cause.

In the event Mr. Holden’s employment with the Company is terminated as a result of his disability, he will be entitled to receive his full salary and benefits for a period of 12 months, and thereafter will receive benefits in accordance with Company policy as in effect from time to time. In the event Mr. Holden’s employment with the Company is terminated by the Company following his conviction of a felony, his failure to contest prosecution for a felony, his conviction of a crime involving moral turpitude, or his willful and continued misconduct or gross negligence in the performance of his duties (the foregoing constitutes termination for “cause”), the Company will have no further obligations under the employment agreement. In the event the Company terminates Mr. Holden’s employment without cause, Mr. Holden will be entitled to receive his base salary and will continue to be covered by the Company’s health and life insurance plans for a period of one year. Upon a change in control of the Company that results in the termination of Mr. Holden’s employment, Mr. Holden will be entitled to receive his base salary and will continue to be covered by the Company’s health and life insurance plans for a period of three years if his employment is terminated prior to September 30, 2010 or one year if his employment is terminated following September 30, 2010. The employment agreement will contain a restrictive covenant pursuant to which Mr. Holden will agree not to compete with the Company during the time the Company is obligated to compensate him pursuant to his employment agreement.

Effective October 1, 2007, the Company will issue 120,000 restricted shares of the Company’s common stock to Mr. Holden and grant him an option to purchase 25,000 shares of the Company’s common stock with an exercise equal to the fair market value of the stock on the date of grant. The shares of restricted common stock and the option will vest 100% on the fourth anniversary of the date of grant and have ten year terms.

Item 7.01. Regulation FD Disclosure.

On September 25, 2007, the Company issued a press release announting Mr. Holden’s appointment as President and Chief Executive Officer of the Company effective October 1, 2007. The text of the release is set forth in Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

99 Press release dated September 25, 2007

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, Chief Financial Officer and Secretary (Principal Financial and Duly Authorized Officer)

Date: September 25, 2007

EX-99

EXHIBIT 99

DRAFT 4

FOR IMMEDIATE RELEASE	Contact:	Claire M. Gulmi
		Executive Vice President and
		Chief Financial Officer
		(615) 665-1283

AMSURG NAMES HEALTHCARE INDUSTRY VETERAN CHRIS HOLDEN
PRESIDENT AND CEO EFFECTIVE OCTOBER 1ST

     NASHVILLE, Tenn. (September 25, 2007) — AmSurg Corp. (NASDAQ: AMSG) today announced that Christopher A. Holden will join the Company effective October 1, 2007, as the Company’s President and Chief Executive Officer. His appointment completes an extensive and thorough search for a successor to Ken P. McDonald, the Company’s current President and CEO. Mr. McDonald will continue to be a member of AmSurg’s Board of Directors and as the Company’s immediate past President and CEO, will remain with the Company to assist Mr. Holden in accomplishing a smooth and rapid transition.

     Mr. Holden is a healthcare industry veteran of more than 21 years, engaged during most of his career directly in multi-facility and multi-market healthcare management. A founding team member and officer of Triad Hospitals Inc. in 1999, he most recently was a Division President with operating responsibility for hospitals and related entities, including ambulatory surgery centers, located across the United States with more than $1 billion in aggregate annual revenues and over 4,000 employees. Prior to the founding of Triad, he served in positions of increasing responsibility with Columbia/HCA Healthcare Corporation for nearly five years, including Division President. In addition, he also was previously involved in hospital administration with National Medical Enterprises for five years. Mr. Holden received his Bachelor of Science degree in Health Policy and Administration from The University of North Carolina and his Juris Doctorate and Masters in Healthcare Administration degrees from Washington University in St. Louis.

     Mr. McDonald commented, “We are delighted to announce the appointment of Chris Holden to assume my responsibilities as President and CEO. Over the past two decades, Chris has built deep expertise in developing, managing and expanding multi-region healthcare facility networks within the framework of a public company environment. He has demonstrated his ability to produce sustained financial growth through both organic growth and acquisition, while achieving patient, employee and physician satisfaction levels that are among the best in the industry. We are confident that Chris is the right person to lead AmSurg to continued profitable growth and the long-term expansion of shareholder value. We welcome him to AmSurg and I look forward to working with him throughout the transition process.”

     Mr. Holden remarked, “It is an honor and privilege for me to follow Ken McDonald at AmSurg. Ken and his team deserve great credit for building such a strong company with a deserved reputation for high quality and integrity. Today, AmSurg is recognized as a market leader and is well positioned for continued growth with an array of strategic possibilities. It is

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AMSG Names Chris Holden President and CEO
Page 2
September 25, 2007

with pleasure that I anticipate working with AmSurg’s team, its Board and its physician partners to lead AmSurg through its next chapters of growth and evolution.”

     This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by the important factors, among others, set forth in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and other filings with the Securities and Exchange Commission, including the following risks: changes in the reimbursement system for outpatient surgical procedures under the Medicare program; the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as the Company’s costs increase; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to acquire and develop additional surgery centers on favorable terms; the Company’s ability to grow revenues at its existing centers; the Company’s ability to manage the growth in its business; the Company’s ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; risks associated with weather and other factors that may affect the Company’s surgery centers located in Florida; the Company’s failure to comply with applicable laws and regulations; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the Company; the risk of becoming subject to federal and state investigation; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; risks associated with the Company’s status as a general partner of limited partnerships; the Company’s legal responsibility to minority owners of its surgery centers, which may conflict with its interests and prevent it from acting solely in its best interests; risks associated with the write-off of the impaired portion of intangible assets; and risks associated with the tax deductibility of goodwill. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements.

     AmSurg Corp. develops, acquires and manages physician practice-based ambulatory surgery centers in partnership with surgical and other group practices. At June 30, 2007, AmSurg owned a majority interest in 165 continuing centers in operation and had four centers under development.

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