AMSURG CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-15: Form 8-K; Period of report 2015-12-15; Description 8.01 Other Events; Details 8.01.
- 2015-12-07: Form 8-K; Period of report 2015-12-01; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2015-11-30: Form 8-K; Period of report 2015-11-30; Description 8.01 Other Events; Details 8.01.
- 2015-11-03: Form 8-K; Period of report 2015-11-03; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-15 | 8-K | 2015-12-15 | 8.01 Other Events | 8.01 As described in a Current Report on Form 8-K of AmSurg Corp. (the “Company”) filed on December 7, 2015 (the “Prior 8-K”), the Company, pursuant to an underwriting agreement dated December 1, 2015 (the “Underwriting Agreement”) with SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named on Schedule II thereto (the “Underwriters”), issued a total of 5,500,000 shares (the “Firm Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) for net proceeds to the Company of approximately $422 million, after estimated issuance discounts and commissions. | d105187d8k.htm |
| 2015-12-07 | 8-K | 2015-12-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 1, 2015, the Company issued a press release announcing that it had priced its public offering of 5,500,000 shares of Common Stock plus an option to purchase up to 825,000 additional shares of Common Stock. | d78070d8k.htm |
| 2015-11-30 | 8-K | 2015-11-30 | 8.01 Other Events | 8.01 On November 30, 2015, AmSurg Corp. (the “Company”) issued a press release announcing the commencement of a public offering of 5,500,000 shares of its common stock, subject to market and other conditions. | d97533d8k.htm |
| 2015-11-03 | 8-K | 2015-11-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 3, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On November 3, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20151103.htm |
| 2015-11-02 | 8-K | 2015-11-02 | 8.01 Other Events | 8.01 On November 2, 2015, AmSurg Corp. (“AmSurg”) issued a press release announcing that it has withdrawn its proposal to combine with Team Health Holdings, Inc. in a cash-and-stock merger. | d99042d8k.htm |
| 2015-11-02 | 8-K | 2015-11-02 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Attached hereto as Exhibit 99.2 is AmSurg Corp.’s (“AmSurg”) letter to the Board of Directors of Team Health Holdings, Inc. (“Team Health”), dated November 2, 2015, revising AmSurg’s October 12, 2015 proposal to combine with Team Health in a stock-and-cash merger to provide an additional $4.00 in cash per Team Health share (the “Revised Proposal”). 8.01 On November 2, 2015, AmSurg issued a press release announcing the Revised Proposal. | d94882d8k.htm |
| 2015-10-27 | 8-K | 2015-10-27 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 On October 21, 2015, the Company entered into an incremental agreement to its 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. | amsg8k20151027.htm |
| 2015-10-20 | 8-K | 2015-10-20 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 20, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.1. 7.01 On October, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.1. | d41090d8k.htm |
| 2015-10-20 | 8-K | 2015-10-20 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 In connection with the Proposal (as defined and described below) announced by AmSurg Corp. (“AmSurg”) on October 20, 2015, AmSurg will present information to shareholders of Team Health Holdings, Inc. (“Team Health”), AmSurg and/or other persons. 8.01 On October 20, 2015, AmSurg issued a press release announcing a proposal to combine with Team Health in a stock-and-cash merger at a fixed exchange ratio of 0.768x, which will result in a pro forma 50/50 ownership of the combined company (the “Proposal”). | d31686d8k.htm |
| 2015-10-06 | 8-K | 2015-10-06 | 7.01 Regulation FD Disclosure | 7.01 On October 6, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20151006.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 4, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On August 4, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150804.htm |
| 2015-07-21 | 8-K | 2015-07-21 | 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. | d140523d8k.htm |
| 2015-07-07 | 8-K | 2015-07-07 | 7.01 Regulation FD Disclosure | 7.01 On July 7, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150707.htm |
| 2015-05-22 | 8-K | 2015-05-22 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 As further discussed below in Item 5.07, at the annual meeting of shareholders (the “Annual Meeting”), the shareholders of AmSurg Corp. (the “Company”) approved an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Charter, as amended (the “Charter”). 5.07 At the Annual Meeting, Thomas G. Cigarran, John T. Gawaluck, Cynthia S. Miller and John W. Popp, Jr., M.D. were elected as Class III directors to hold office for a term of three years and until their successors are duly elected and qualified. | amsg8k20150522.htm |
| 2015-05-06 | 8-K/A | 2015-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 5, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On May 5, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8ka20150506.htm |
| 2015-05-05 | 8-K | 2015-05-05 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 7.01 On May 5, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150505.htm |
| 2015-04-10 | 8-K | 2015-04-10 | 7.01 Regulation FD Disclosure | 7.01 On April 10, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150410.htm |
| 2015-02-25 | 8-K | 2015-02-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 25, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. 7.01 On February 25, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150225.htm |
| 2015-02-09 | 8-K | 2015-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 3, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of AmSurg Corp. (the “Company”) approved annual base salaries for the 2015 fiscal year for the Company’s named executive officers as follows: Mr. Holden, $1,000,000; Ms. Gulmi, $500,000; Mr. Clendenin, $425,000; and Mr. Eastridge, $370,000. | d869010d8k.htm |
| 2015-02-05 | 8-K | 2015-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Upon the recommendation of the Nominating and Corporate Governance Committee of AmSurg Corp. (the “Company”), and in accordance with the Company’s Bylaws and Charter, on February 3, 2015, the Board of Directors of the Company increased the size of the Board from ten to eleven members and appointed John T. Gawaluck to the Board of Directors. | d866149d8k.htm |
| 2015-01-28 | 8-K | 2015-01-28 | 7.01 Regulation FD Disclosure | 7.01 On January 28, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150128.htm |
| 2015-01-22 | 8-K | 2015-01-16 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included in Item 1.01 above is incorporated by reference into this Item 2.03. | d856150d8k.htm |
| 2015-01-16 | 8-K | 2015-01-16 | 8.01 Other Events | 8.01 On January 16, 2015, AmSurg Corp. announced that it has launched an exchange offer for its outstanding 5.625% Senior Notes due 2022. | d854071d8k.htm |
| 2015-01-12 | 8-K | 2015-01-12 | 7.01 Regulation FD Disclosure | 7.01 On January 12, 2015, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99. | amsg8k20150112.htm |