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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1998
OR
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file Number: 001-12759
Physicians' Specialty Corp.
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(Exact Name of Registrant as Specified in its charter)
Delaware 58-2251438
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1150 Lake Hearn Drive, Suite 640 Atlanta, Georgia 30342
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(Address of principal executive offices)
404-256-7535
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
There were 8,841,359 shares of the Registrants' common stock, par value $.001
per share, outstanding as of August 13, 1998.
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Item 4. Submission of Matters to a Vote of Security Holders.
At an annual stockholders meeting held on June 3, 1998, the following
matters were approved: 1) election of six directors, 2) approval and
ratification of the Company's 1997 Employee Stock Purchase Plan,
pursuant to which 250,000 shares of Common Stock are reserved for
issuance, 3) approval and ratification of an amendment to the
Company's 1996 Stock Option Plan to increase the number of shares of
Common Stock reserved for issuance thereunder from 550,000 to
1,100,000 and 4) the appointment of Arthur Andersen LLP as the
independent accountants of the Company.
The respective vote tabulations are detailed below:
<TABLE>
<CAPTION>
Proposal 1 Directors For Withhold Authority
- -------------------- --- ------------------
<S> <C> <C>
Ramie A. Tritt, M.D. 4,741,851 9,505
Richard D. Ballard 4,745,181 6,175
Gerald R. Benjamin 4,741,426 9,930
Edward R. Casas, M.D. 4,745,756 5,600
Sidney Kirschner 4,740,351 11,005
Steven L. Posar, M.D. 4,745,756 5,600
</TABLE>
<TABLE>
<CAPTION>
Proposal 2 For Against Abstentions
- ---------- --- ------- -----------
<S> <C> <C> <C>
1997 Employee Stock
Purchase Plan 3,495,678 21,725 27,066
</TABLE>
<TABLE>
<CAPTION>
Proposal 3 For Against Abstentions
- ---------- --- ------- -----------
<S> <C> <C> <C>
Amendment to the Company's
1996 Stock Option Plan 3,384,166 80,110 80,193
</TABLE>
<TABLE>
<CAPTION>
Proposal 4 For Against Abstentions
- ---------- --- ------- -----------
<S> <C> <C> <C>
Reappointment of
Arthur Andersen LLP 4,726,290 4,200 20,866
</TABLE>
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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 thereunto duly authorized.
PHYSICIANS' SPECIALTY CORP.
DATE November 24, 1998 /s/ Robert A. DiProva
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Robert A. DiProva Executive Vice
President and Chief Financial Officer
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