<PAGE>
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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): October 21, 1997
HORIZON PHARMACIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 333-25257 75-2441557
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
275 W. PRINCETON DRIVE
PRINCETON, TEXAS 75407
(Address of Principal Executive Offices) (Zip Code)
(972) 736-2424
(Registrant's telephone number, including area code)
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<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 21 and 23, 1997, the registrant, HORIZON Pharmacies, Inc.
("Registrant"), closed a private placement (the "Offering") of an aggregate
465,000 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"). The Shares were sold to certain accredited investors in
reliance on Rule 505 of Regulation D and to certain non-U.S. persons in reliance
on Regulation S (as further described in Item 9, below) for a purchase price of
$10.08 per share (the average closing price for the 15 trading days immediately
preceding October 10, 1997, which is the date the parties entered into a letter
of intent with regard to the private placement).
In connection with the Offering, the Registrant paid ComVest Partners, Inc.
("ComVest") a broker's fee of 6.3% of the gross proceeds and issued to ComVest
20,000 common stock purchase warrants. Neither the Registrant or any of its
affiliates, directors or officers have any material relationship with any of the
investors in the private placement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
N/A
(b) PRO FORMA FINANCIAL INFORMATION.
See attached Pro Forma Combined Condensed Balance Sheet.
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<PAGE>
HORIZON PHARMACIES, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS)
ASSETS
Private
Historical Placement Pro Forma
Current assets: ---------- --------- ---------
Cash $ 229 $ 4,392 $ 4,621
Accounts receivable 2,463 2,463
Inventories 3,893 3,893
Prepaid expenses 41 41
------- ------- --------
Total current assets 6,626 4,392 11,018
Deferred offering costs 345 345
Property and equipment, net 813 813
Intangibles, net 1,308 1,308
Total assets $ 9,092 $ 4,392 $ 13,484
------- ------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 206 $ 206
Accounts payable 2,918 2,918
Accrued liabilities 257 257
Notes payable 2,105 2,105
Current portion of long-term
obligations 397 397
------- --------
Total current liabilities 5,883 5,883
Long-term obligations 1,291 1,291
Shareholders' equity
Common stock 11 5 16
Additional paid-in capital 1,760 4,387 6,147
Retained earnings 147 147
------- ------- --------
Total shareholders' equity 1,918 4,392 6,310
------- ------- --------
Total liabilities and shareholders'
equity $ 9,092 $ 4,392 $ 13,484
------- ------- --------
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(c) EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Name of Exhibit
------------ ---------------
99.1 Stock Purchase Agreement dated October 17, 1997 by and
between HORIZON Pharmacies, Inc. and the persons listed
on Schedule I thereto (filed electronically herewith).
99.2 Amendment No. 1 to Stock Purchase Agreement (filed
electronically herewith).
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
In connection with the Offering described in Item 2, above, the
Registrant sold 255,000 of the Shares in reliance on Regulation S (the "Reg S
Shares") to the following investors, each of whom represented to the
Registrant that it was a non-U.S. person:
SHARES OF COMMON PURCHASE PROCEEDS TO
NAME OF PURCHASER STOCK PURCHASED PRICE THE COMPANY(1)
----------------- ---------------- -------- --------------
Formula Unit Trust 140,000 $1,411,200 $1,322,294.40
Canada
Formula Growth Fund 110,000 $1,108,800 $1,038,945.60
Canada
The Freedom Trust 5,000 $ 50,400 $ 47,224.80
Bermuda
Total 255,000 $2,570,400 $2,408,464.80
-----------
(1) After payment of the 6.3% broker fee to ComVest.
Neither the Registrant or any of its affiliates, directors or officers
have any material relationship with any of the purchasers of Reg S Shares.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
REGISTRANT:
HORIZON PHARMACIES, INC.
Date: November 4, 1997 By: /s/ Ricky D. McCord
---------------------------------
Ricky D. McCord, President
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<PAGE>
STOCK PURCHASE AGREEMENT
BY AND AMONG
HORIZON PHARMACIES, INC.
AND
THE SEVERAL PURCHASERS NAMED IN SCHEDULE I
DATED AS OF OCTOBER 17, 1997
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PURCHASE AND SALE OF SHARES . . . . . . . . . . . . . . . . . 2
ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . . . 2
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS . . . . . . . 4
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PURCHASERS' CONDITIONS TO CLOSING. . . . . . . . . . . . . . . 5
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
COMPANY CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . 5
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 5
SCHEDULES:
- ----------
Schedule I - Purchasers
Schedule II - Financial Statements
<PAGE>
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of October 17, 1997,
by and among HORIZON Pharmacies, Inc., a Texas corporation (the "Company"),
and the several purchasers named in the attached SCHEDULE I (individually a
"Purchaser" and collectively the "Purchasers").
W I T N E S S E T H:
WHEREAS, the Company wishes to sell and issue to the Purchasers (as
hereinafter defined) an aggregate of 460,000 shares of Common Stock (as
hereinafter defined), at a purchase price of $10.08 per share; and
WHEREAS, the Purchasers, severally, wish to purchase the Common Stock on
the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
For purposes hereof, the following terms shall have the meanings set forth
below:
1.01. "ARTICLES OF INCORPORATION" shall have the meaning given such
term in Section 3.02.
1.02. "AUDITED BALANCE SHEET" shall have the meaning given such term in
Section 3.05.
1.03. "BEST KNOWLEDGE" OR "BEST OF ITS KNOWLEDGE" shall mean the due
inquiry of the person making such statement of its officers, directors and
appropriate employees and advisors who would reasonably be anticipated to have
knowledge of such matter.
1.04. "CLOSING" shall have the meaning set forth in Section 2.03.
1.05. "CLOSING DATE" shall be the date of the Closing, which will be
held at such time or times as provided in Section 2.03.
1.06. "COMMISSION" shall mean the Securities and Exchange Commission.
1.07. "COMMON STOCK" shall mean the common stock of the Company, par
value $0.01 per share.
1.08. "COMPANY" shall mean HORIZON Pharmacies, Inc., a Texas
corporation.
1.09. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
1.10. "FINANCIAL STATEMENTS" shall have the meaning given such term in
Section 3.05.
1.11. "LETTER OF INTENT" shall mean that certain agreement in principle
dated October 9, 1997 and signed by each of the parties to this Agreement.
1.12. "NON-U.S. PURCHASER" shall mean any Purchaser who is not a U.S.
Person.
1.13. "PERSON" shall mean an individual, corporation, trust,
partnership, joint venture, unincorporated organization, government agency or
any agency or political subdivision thereof, or other entity.
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1.14. "PURCHASER" shall have the meaning given such term in the
preamble of this Agreement.
1.15. "REGULATION S" shall mean Rules 901 through 904 promulgated under
the Securities Act.
1.16. "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
1.17. "SHARES" shall mean the shares of Common Stock offered hereby.
1.18. "SUBSIDIARY" shall mean, as to the Company, any corporation of
which more than 50% of the outstanding stock having ordinary voting power to
elect a majority of the Board of Directors of such corporation (irrespective
of whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned by the
Company, or by one or more of its subsidiaries, or by the Company and one or
more of its subsidiaries.
1.19. "U.S. PERSON" shall have the meaning specified in Rule 902 of
the Securities Act.
ARTICLE II
PURCHASE AND SALE OF SHARES
2.01. SALE OF SHARES. Subject to all of the terms and conditions
herein stated, the Company agrees to sell, assign, transfer and deliver to
each Purchaser on the Closing Date, and each Purchaser severally agrees to
purchase from the Company on the Closing Date, the number of Shares set forth
opposite the name of such Purchaser under the heading "Number of Shares" on
Schedule I, at a purchase price of $10.08 (U.S.) per share (which is the
average closing price for the 15 trading days preceding the date of the
Letter of Intent, rounded to the next highest cent). Upon execution of a
counterpart signature page of this Agreement, each such Purchaser shall
become a party hereto and shall be deemed to be a "Purchaser" for all
purposes.
2.02. CLOSING. The closing of the sale (the "Closing") referred to
in Section 2.01 of this Agreement shall take place at 1:00 p.m. at the
offices of Phillips McFall McCaffrey McVay & Murrah, P.C., 211 N. Robinson,
12th Floor, Oklahoma City, Oklahoma 73102, on October 20, 1997, or at such
time or place as the parties hereto shall by written instrument designate.
2.03. CLOSING DELIVERIES. At Closing, the Company shall issue and
deliver to each Purchaser a certificate or certificates in definitive form,
registered in the name of and representing the respective Shares being
purchased by such Purchaser. As payment in full for the Shares being
purchased by such Purchaser under this Agreement, and against delivery of the
stock certificate or certificates therefor as aforesaid, on the Closing Date
each Purchaser shall: (i) deliver to the Escrow Agent a check, payable to the
order of Texas Community Bank as Escrow Agent for Horizon Pharmacies, Inc.,
in the amount set forth opposite the name of such Purchaser on Schedule I;
(ii) transfer such sum to the account of the Company by wire transfer; or
(iii) deliver or transfer such sum to the Company by any combination of such
methods of payments.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchasers as follows:
3.01. ORGANIZATION AND QUALIFICATIONS. The Company and each of its
Subsidiaries has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
organization; each of the Company and its Subsidiaries is duly qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction in which the ownership or leasing of its properties or the
conduct
2
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of its business requires such qualification except where the failure to be so
qualified or to be in good standing would not have a material adverse effect
on the condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its Subsidiaries considered as a whole.
3.02. AUTHORIZATION. The execution and delivery by the Company of
this Agreement and the performance by the Company of its obligations
hereunder, the issuance, sale and delivery of the Shares have been duly
authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation of the Company, as amended (the "Articles of
Incorporation"), or the Bylaws of the Company, as amended, or any provision
of any indenture, agreement or other instrument to which the Company or any
of its properties or assets is bound, or conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
such indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge, restriction, claim or encumbrance of any
nature whatsoever upon any of the properties or assets of the Company.
3.03. VALIDITY. This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization and moratorium laws and
other laws affecting enforcement of creditors' rights generally and by
general principles of equity.
3.04. AUTHORIZED CAPITAL STOCK. The authorized capital stock of the
Company consists of: (i) 14,000,000 shares of Common Stock, $.01 par value,
of which 2,472,580 shares were outstanding immediately prior to Closing; and
(ii) 1,000,000 shares of Preferred Stock, none of which were outstanding
immediately prior to Closing. The designations, powers, preferences, rights,
qualifications, limitations and restrictions in respect of each class and
series of authorized capital stock of the Company are as set forth in the
Articles of Incorporation and all such designations, powers, preferences,
rights, qualifications, limitations and restrictions are valid, binding and
enforceable and in accordance with all applicable laws.
3.05. FINANCIAL STATEMENTS. The Company has furnished to the
Purchasers the audited balance sheet (the "Audited Balance Sheet") of the
Company as of December 31, 1996 and the related audited statements of income,
shareholders' equity and cash flows of the Company for the years ended
December 31, 1995 and 1996, and the unaudited balance sheet of the Company as
of June 30, 1997 and the related unaudited statements of income,
stockholders' equity and cash flows of the Company for the six months ended
June 30, 1997 (collectively, the "Financial Statements"). All such Financial
Statements have been prepared in accordance with generally accepted
accounting principles consistently applied (except that such unaudited
financial statements do not contain all of the required footnotes) and fairly
present the financial position of the Company as of December 31, 1995 and
1996, respectively, and the results of their operations and cash flows for
the year ended December 31, 1996 and the six months ended June 30, 1997,
respectively.
3.06. SEC REPORTING. The Company has filed all reports (the "SEC
Reports") required to be filed under the Exchange Act, and the SEC Reports,
as of their respective dates, contained no untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.
3.07. NO DIRECTED SELLING EFFORTS. Neither the Company nor any of
its Affiliates, nor any person acting on its or their behalf has engaged in
any directed selling efforts (as defined in Regulation S) with respect to the
Shares.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
4.01. U.S. PURCHASERS. Each Purchaser who is a U.S. Person severally
represents and warrants to the Company that:
3
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(a) it is an "accredited investor" within the meaning of Rule 501
under the Securities Act and was not organized for the specific purpose of
acquiring the Shares or an investment company as defined in the Investment
Company Act of 1940, as applicable;
(b) it has sufficient knowledge and experience in investing in
companies similar to the Company in terms of the Company's stage of
development so as to be able to evaluate the risks and merits of an
investment in the Shares and it is able financially to bear the risks
thereof;
(c) it has had access to the SEC Reports and has been provided an
opportunity to discuss the Company's business, management and financial
affairs with the Company's management;
(d) the Shares being issued to it are being acquired for its own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof; and
(e) it understands that (i) the Shares have not been registered under
the Securities Act by reason of their issuance in a transaction exempt from
the registration requirements of the Securities Act pursuant to Section
4(2) thereof or Rule 505 or 506 promulgated under the Securities Act; (ii)
the Shares must be held a minimum of one year unless a subsequent
disposition thereof is registered under the Securities Act or is exempt
from such registration; (iii) the Shares will bear a legend to such effect;
and (iv) the Company will make a notation on its transfer books to such
effect.
4.02. NON-U.S. PURCHASER. Each Purchaser who is not a U.S. Person
severally represents and warrants to the Company that:
(a) it is not a U.S. Person within the meaning of Rule 902 under the
Securities Act and was not organized for the specific purpose of acquiring
the Shares;
(b) it has sufficient knowledge and experience in investing in
companies similar to the Company in terms of the Company's stage of
development so as to be able to evaluate the risks and merits of an
investment in the Shares and it is able financially to bear the risks
thereof;
(c) it has had access to the SEC Reports and has been provided an
opportunity to discuss the Company's business, management and financial
affairs with the Company's management;
(d) the Shares being issued to it are being acquired for its own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof; and
(e) it understands that (i) the Shares have not been registered under
the Securities Act by reason of their issuance in a transaction exempt from
the registration requirements of the Securities Act pursuant to Regulation S
thereof or Rule 904 promulgated thereunder and may not be offered or sold
within the U.S. or to, or for the account or benefit of, U.S. persons
except in transactions exempt from the registration requirements of the
Securities Act; (ii) for a period of 40 days after the Closing Date, the
Shares may not be offered or sold within the U.S. or to, or for the
account or benefit of, U.S. persons; (iii) the Shares will bear a legend to
such effect; and (iv) the Company will make a notation on its transfer
books to such effect.
ARTICLE V
PURCHASERS' CONDITIONS TO CLOSING
The obligation of each Purchaser to purchase the Shares under Article II
is, at its option, subject to the satisfaction, on or before the Closing Date
of the following conditions:
4
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5.01. REPRESENTATIONS AND WARRANTIES TO BE TRUE AND CORRECT. The
representations and warranties contained in Article III shall be true,
complete and correct on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of such
date.
5.02. PERFORMANCE. The Company shall have performed and complied
with all agreements contained herein required to be performed or complied
with by it prior to or at the Closing Date.
ARTICLE VI
COMPANY CONDITIONS TO CLOSING
The obligations of the Company to consummate the Closing hereunder and
sell the Common Stock shall be subject to the satisfaction of the following
conditions precedent at or before the closing.
6.01. DOCUMENTS AND PROCEEDINGS. All documents and instruments to be
delivered by the Purchasers and all corporate and other proceedings in
connection with this transaction shall have been so delivered and performed
and shall be reasonably satisfactory to the Company and its legal counsel.
6.02. PERFORMANCE OF AGREEMENT. The Purchasers shall have performed
all of their covenants and obligations under this Agreement.
6.03. REPRESENTATIONS AND WARRANTIES CORRECT. The representations
and warranties of the Purchasers contained in Article IV of this Agreement
shall be true, complete and correct on and as of the Closing Date with the
same effect as though such representations and warranties had been made on
and as of such date.
ARTICLE VII
MISCELLANEOUS
7.01. EXPENSES. Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated.
7.02. SURVIVAL OF AGREEMENTS. All covenants, agreements,
representations and warranties made herein or in any instrument delivered to
the Purchasers pursuant to or in connection with this Agreement shall survive
the execution and delivery of this Agreement, the issuance, sale and delivery
of the Shares, and all statements contained in any instrument delivered by
the Company hereunder or thereunder or in connection herewith or therewith
shall be deemed to constitute representations and warranties made by the
Company.
7.03. BROKERAGE. Each party hereto will indemnify and hold harmless
the others against and in respect of any claim for brokerage or other
commissions relative to this Agreement or to the transactions contemplated
hereby, based in any way on agreements, arrangements or understandings made
or claimed to have been made by such party with any third party.
7.04. PARTIES IN INTEREST. All representations, covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. Without limiting
the generality of the foregoing, all representations, covenants and
agreements benefiting the Purchasers shall inure to the benefit of any and
all subsequent holders from time to time of the Shares.
7.05. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be delivered in
person, mailed by certified or registered mail, return receipt requested, or
sent by telecopier or telex, addressed as follows:
(a) if to the Company, at 275 West Princeton Drive, Princeton, Texas
75407, Attention: President, with a copy to Douglas A. Branch, Esq.,
Phillips McFall McCaffrey McVay & Murrah, P.C., 211 North Robinson, 12th
Floor, Oklahoma City, Oklahoma 73102; and
5
<PAGE>
(b) to each Purchaser at the address set forth in Schedule I;
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
7.06. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
7.07. ENTIRE AGREEMENT. This Agreement, including the Schedules
hereto, constitutes the sole and entire agreement of the parties with respect
to the subject matter hereof. All Schedules are hereby incorporated herein by
reference.
7.08. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.09. AMENDMENTS. This Agreement may not be amended or modified, and
no provisions hereof may be waived, without the written consent of the
Company.
7.10. SEVERABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority,
the validity of any other provision and of the entire Agreement shall not be
affected thereby.
7.11. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are for convenience only and are not to be considered in construing
or interpreting any term or provision of this Agreement.
IN WITNESS WHEREOF, the Company and the Purchasers have executed this
Agreement as of the day and year first above written.
HORIZON PHARMACIES, INC.
a Texas corporation
By:
-----------------------------------
Ricky D. McCord, President
[Corporate Seal]
Attest:
- --------------------------------
Sy S. Shahid, Secretary
6
<PAGE>
STOCK PURCHASE AGREEMENT
SIGNATURE PAGE
------------------
Attached to and Made a Part of the
STOCK PURCHASE AGREEMENT
By and among HORIZON Pharmacies, Inc., a Texas corporation ("Horizon"), and
the Purchasers (as such term is defined therein) dated October 17, 1997 (the
"Purchase Agreement").
------------------
The undersigned, by execution of this Purchase Agreement Signature Page
(the "Signature Page"), agrees to all terms and provisions of the Purchase
Agreement and shall become a party thereto in like manner as if the
undersigned had executed the original of said Purchase Agreement as a
Purchaser. This Signature Page, when executed by the undersigned shall,
together with all similar such Signature Pages executed by the parties to the
Purchase Agreement, become one and the same instrument with the original
Purchase Agreement to which these Signature Pages will be appended.
Please indicate your agreement to the foregoing by executing below.
PURCHASER:
Dated:
--------------- --------------------------------------------
(Print Name of Purchaser)
--------------------------------------------
(Signature)
--------------------------------------------
(Print Title or Capacity (if Purchaser
is not an individual))
--------------------------------------------
(Print Name of Person Signing (if Purchaser
is not an individual))
<PAGE>
AMENDMENT NO. 1
TO THE
STOCK PURCHASE AGREEMENT
DATED OCTOBER 17, 1997
THIS AMENDMENT NO. 1 (the "Amendment"), dated effective the 17th day of
October, 1997, to that certain Stock Purchase Agreement of the same date (the
"Agreement"), by and among HORIZON Pharmacies, Inc., a Texas corporation (the
"Company"), and the undersigned. Unless otherwise defined herein,
capitalized terms used but not defined herein.
WHEREAS, the parties to the Agreement desire to provide for multiple
closings thereof with the final Closing to occur on the earlier of October
24, 1997 or such time as the gross proceeds payable thereunder have been
received by the Escrow Agent;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 2.02. Section 2.02 of the Agreement is hereby
amended to read in its entirety as follows:
2.02. CLOSING. The closing of the sale (the "Closing")
referred to in Section 2.01 of this Agreement shall take place on one
or more occasions (each such closing being a "Closing Date") upon
receipt by the Company of the executed signature pages hereto and upon
receipt by the Escrow Agent of the purchase price payable by the
Purchasers, at the offices of HORIZON Pharmacies, Inc., 275 W.
Princeton Drive, Princeton, Texas, but no later than October 24,
1997.
2. AMENDMENT TO SECTION 2.03. Section 2.03 of the Agreement is hereby
amended to read in its entirety as follows:
2.03. CLOSING DELIVERIES. As payment in full for the Shares
being purchased by such Purchaser under this Agreement, and against
delivery of the stock certificate or certificates therefor as
aforesaid, on each respective Closing Date each Purchaser shall: (i)
deliver to the Escrow Agent a check, payable to the order of Texas
Community Bank as Escrow Agent for Horizon Pharmacies, Inc., in the
amount set forth opposite the name of such Purchaser on Schedule I;
(ii) transfer such sum to the account of the Company by wire transfer;
or (iii) deliver or transfer such sum to the Company by any
combination of such methods of payments. As soon as practicable
following each Closing Date the Company shall cause its transfer agent
to issue and deliver to the respective Purchaser(s) tendering payment
on such Closing Date a certificate or certificates in definitive form,
registered in the name of and representing the respective Shares being
purchased by such Purchaser(s).
3. EXTENT OF AMENDMENT. Except as amended hereby, all provisions of
the Agreement shall remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts, each of which for all purposes is to be deemed an
original.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
HORIZON Pharmacies, Inc.
By:
--------------------------------------------
Ricky D. McCord, President
COLUMBUS CAPITAL MANAGEMENT
By:
--------------------------------------------
Matt Ockner, President
FORMULA UNIT TRUST
By: FORMULA GROWTH LIMITED, Manager
By:
---------------------------------------
Rene Catafago, Vice President Finance
FORMULA GROWTH FUND
By: FORMULA GROWTH LIMITED, Manager
By:
---------------------------------------
Rene Catafago, Vice President Finance
THE FREEDOM TRUST
By:
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Bruce Hern, Trustee
PYRAMID PARTNERS, L.P.
By: Perkins Capital Management, General Partner
By:
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Richard W. Perkins, President
2
<PAGE>
DANIEL S. AND PATRICE M. PERKINS JTWROS
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Daniel S. Perkins
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Patrice M. Perkins
INDUSTRICORP. & CO. FBO 1561000091
By: Union Bank & Trust Company, Trustee
By:
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Karen McKernan
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James C. Smith
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Cass G. Caspary
3
