AMSURG CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-23: Form 8-K; Period of report 2014-12-23; Description 8.01 Other Events; Details 8.01.
- 2014-11-25: Form 8-K; Period of report 2014-11-25; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-11-14: Form 8-K; Period of report 2014-11-10; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2014-11-10: Form 8-K; Period of report 2014-11-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-23 | 8-K | 2014-12-23 | 8.01 Other Events | 8.01 As previously announced, on July 16, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), completed its acquisition (the “Merger”) of Sunbeam Holdings, L.P. and its subsidiaries, pursuant to the Purchase Agreement and Plan of Merger (the “Merger Agreement”), dated May 29, 2014, as amended, by and between the Company, Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company, Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company, Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner (“Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership, and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership. | d841996d8k.htm |
| 2014-11-25 | 8-K | 2014-11-25 | 7.01 Regulation FD Disclosure | 7.01 On November 25, 2014, AmSurg Corp. issued two press releases, the text of which is set forth as Exhibit 99.1 and 99.2, respectively. | a8-k112514.htm |
| 2014-11-14 | 8-K | 2014-11-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d821484d8k.htm |
| 2014-11-10 | 8-K | 2014-11-10 | 7.01 Regulation FD Disclosure | 7.01 On November 10, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.1. | d819386d8k.htm |
| 2014-11-04 | 8-K | 2014-11-04 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On November 4, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 5.02 Effective December 31, 2014, David L. Manning, the current Executive Vice President and Chief Development Officer of the Company, will no longer be employed by the Company. 7.01 On November 4, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 8.01 Robert J. Coward, 50, has been named President - Physician Services and Chief Development Officer of the Company. | amsg8k20141104.htm |
| 2014-10-22 | 8-K | 2014-10-22 | 8.01 Other Events | 8.01 As previously announced, on July 16, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), completed its acquisition (the “Merger”) of Sunbeam Holdings, L.P. and its subsidiaries, pursuant to the Purchase Agreement and Plan of Merger (the “Merger Agreement”), dated May 29, 2014, as amended, by and between the Company, Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company, Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company, Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner (“Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership, and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership. | d793395d8k.htm |
| 2014-10-07 | 8-K | 2014-10-07 | 7.01 Regulation FD Disclosure | 7.01 On October 7, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20141007.htm |
| 2014-08-29 | 8-K | 2014-08-29 | 7.01 Regulation FD Disclosure | d780449d8k.htm | |
| 2014-08-27 | 8-K | 2014-08-27 | 7.01 Regulation FD Disclosure | 7.01 On August 27, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20140827.htm |
| 2014-07-31 | 8-K | 2014-07-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 31, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On July 31, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20140731.htm |
| 2014-07-22 | 8-K | 2014-07-16 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 16, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), completed the acquisition of Sheridan Healthcare (“Sheridan”) as previously described in the Company’s Current Reports on Form 8-K that were filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2014 and June 18, 2014 (the “Forms 8-K”), pursuant to the Purchase Agreement and Agreement and Plan of Merger, dated May 29, 2014, as amended (the “Merger Agreement”), among the Company, Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub II”), Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner (“Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Sunbeam Primary”), and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company (“HFCP”), solely in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership (the “Unitholders”). 1.02 Concurrently with the closing of the transactions contemplated by the Merger Agreement on July 16, 2014, the Company terminated the 2006 Credit Facility. 2.01 The information under Item 1.01 is incorporated herein by reference. 2.03 The information under Item 1.01 is incorporated herein by reference. 3.02 On July 16, 2014, the Company completed its acquisition of Sheridan pursuant to the Merger Agreement. | d758913d8k.htm |
| 2014-07-16 | 8-K | 2014-07-16 | 7.01 Regulation FD Disclosure | 7.01 On July 16, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.1. | d758585d8k.htm |
| 2014-07-03 | 8-K | 2014-07-03 | 7.01 Regulation FD Disclosure | 7.01 On July 3, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20140703.htm |
| 2014-07-02 | 8-K | 2014-06-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 On June 27, 2014, the Company entered into an amendment to its Revolving Credit Agreement, the material terms and conditions of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03. 8.01 On July 2, 2014, the Company issued a press release announcing that it had closed its concurrent public offerings of 9,775,000 shares of its common stock and 1,725,000 shares of its 5.250% Mandatory Convertible Preferred Stock, Series A-1. | d751861d8k.htm |
| 2014-07-02 | 8-K | 2014-06-26 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.03 On July 1, 2014, the Company filed Articles of Amendment to the Second Amended and Restated Charter of the Company (the “Articles of Amendment”) with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. 5.03 On July 1, 2014, the Company filed the Articles of Amendment with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of its Mandatory Convertible Preferred Stock. | d750930d8k.htm |
| 2014-07-02 | 8-K | 2014-07-01 | 8.01 Other Events | 8.01 On July 1, 2014, AmSurg Corp. (the “Company”) announced that AmSurg Escrow Corp., a newly formed wholly-owned subsidiary of the Company, has priced its offering of $1.1 billion aggregate principal amount of 5.625% Senior Notes due 2022 (the “Notes”). | d752506d8k.htm |
| 2014-06-30 | 8-K | 2014-06-30 | 8.01 Other Events | 8.01 On June 30, 2014, AmSurg Corp. (the “Company”) announced a proposed offering of approximately $880 million aggregate principal amount of its senior unsecured notes due 2022 (the “Notes”). | d749871d8k.htm |
| 2014-06-27 | 8-K | 2014-06-26 | 8.01 Other Events | 8.01 On June 26, 2014, the Company issued a press release announcing that it had priced its concurrent public offerings of an aggregate of 8,500,000 shares of its common stock and an aggregate of 1,500,000 shares of its 5.25% Mandatory Convertible Preferred Stock, Series A-1. | d750797d8k.htm |
| 2014-06-23 | 8-K | 2014-06-23 | 8.01 Other Events | 8.01 On June 23, 2014, AmSurg Corp. (the “Company”) issued a press release announcing concurrent public offerings of 8,500,000 shares of its common stock and 1,250,000 shares of its Series A-1 Mandatory Convertible Preferred Stock, each in a separate registered public offering, subject to market and other conditions. | d748900d8k.htm |
| 2014-06-23 | 8-K | 2014-06-23 | 8.01 Other Events | 8.01 As previously announced, on May 29, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub II”), entered into a Purchase Agreement and Agreement and Plan of Merger with Sunbeam GP Holdings, LLC, a Delaware limited liability company, (“Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Sunbeam Primary”), and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership, as amended by Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger, dated June 12, 2014 (as amended, the “Merger Agreement”). | d743989d8k.htm |
| 2014-06-18 | 8-K | 2014-06-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d741988d8k.htm |
| 2014-06-02 | 8-K | 2014-05-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d734453d8k.htm |
| 2014-05-29 | 8-K | 2014-05-29 | 7.01 Regulation FD Disclosure | 7.01 On May 29, 2014, AmSurg Corp. (the “Company”) issued a press release regarding its acquisition of Sheridan Healthcare (the “Acquisition”). | d735348d8k.htm |
| 2014-05-28 | 8-K | 2014-05-28 | 7.01 Regulation FD Disclosure | 7.01 On May 28, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20140528.htm |
| 2014-05-21 | 8-K | 2014-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As noted in Item 5.07 below, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of AmSurg Corp., a Tennessee corporation (the "Company") held on May 20, 2014, the Company's shareholders approved the AmSurg Corp. 2014 Equity and Incentive Plan (the "2014 Plan"), which permits awards to current and prospective employees and directors in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, or any combination thereof. 5.07 At the Annual Meeting, Henry D. Herr, Christopher A. Holden, Joey A. Jacobs and Kevin P. Lavender were elected as Class II directors to hold office for a term of three years and until their successors are duly elected and qualified. | amsg-8k-2014-05-21.htm |
| 2014-04-30 | 8-K | 2014-04-30 | 7.01 Regulation FD Disclosure | 7.01 On April 30, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-04-30.htm |
| 2014-04-22 | 8-K | 2014-03-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 22, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On April 22, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-04-22.htm |
| 2014-04-01 | 8-K | 2014-04-01 | 7.01 Regulation FD Disclosure | 7.01 On April 1, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-04-01.htm |
| 2014-03-07 | 8-K | 2014-01-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Compensation Committee (the “Committee”) of the Board of Directors of AmSurg Corp. (the “Company”) has approved the Company’s Cash Bonus Plan for 2014. | d690281d8k.htm |
| 2014-03-06 | 8-K | 2014-03-06 | 7.01 Regulation FD Disclosure | 7.01 On March 6, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-03-06.htm |
| 2014-02-25 | 8-K | 2013-12-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 25, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On February 25, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-02-25.htm |
| 2014-02-18 | 8-K | 2014-02-18 | 7.01 Regulation FD Disclosure | 7.01 On February 18, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-02-18.htm |
| 2014-02-04 | 8-K | 2014-01-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective January 30, 2014, the Company entered into amended and restated employment agreements with each of Claire M. Gulmi, the Company’s Executive Vice President and Chief Financial Officer, David L. Manning, the Company’s Executive Vice President and Chief Development Officer, Phillip A. Clendenin, the Company’s Executive Vice President – Operations and Kevin D. Eastridge, the Company’s Senior Vice President, Finance and Chief Accounting Officer. | d668639d8k.htm |
| 2014-01-29 | 8-K | 2014-01-29 | 7.01 Regulation FD Disclosure | 7.01 On January 28, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg-8k-2014-01-28.htm |