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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: September 30, 1997
[ ] 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 0-22403
HORIZON Pharmacies, Inc.
(Exact name of small business issuer as specified in its charter)
TEXAS 75-2441557
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
275 W. Princeton Drive
Princeton, Texas 75407
(Address of principal executive offices)
(972) 736-2424
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Title of Each Class Outstanding at November 28, 1997
Common stock, par value $.01 per share 4,436,503
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
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Explanatory Note
On November 14, 1997 HORIZON Pharmacies, Inc. (the "Registrant") filed
with the Securities and Exchange Commission its Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997. This Amendment No. 1 to the
Quarterly Report on Form 10-QSB is filed solely for the purpose of reporting
the use of proceeds from the Company's initial public offering which closed
July 11, 1997.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
USE OF PROCEEDS. On July 11, 1997, the Registrant closed an initial
public offering (the "Offering") of 1,200,000 shares (the "Shares") of its
common stock, par value $.01 per share (the "Common Stock"). The Shares were
offered for sale at a price of $5.00 per share pursuant to a Registration
Statement on Form SB-2 (No. 333-25257) (the "Registration Statement") which
was declared effective July 8, 1997. Capital West Securities, Inc. and
ComVest Partners, Inc. (the "Underwriters") acted as the managing
underwriters of the Offering.
An aggregate of 1,500,000 shares of Common Stock (including 180,000
shares of Common Stock subject to the Underwriters' over-allotment option and
120,000 shares of Common Stock issuable upon exercise of the Underwriters'
Warrants, as such term is hereafter defined), and 120,000 common stock
purchase warrants (the "Underwriters' Warrants") issued to the Underwriters
at a price of $.001 per warrant, were registered pursuant to the Registration
Statement. The aggregate offering price of the Shares, the Underwriters'
Warrants, and the Common Stock subject to the Underwriters' over-allotment
option was $6,900,120.
The proceeds of the Offering were subject to the following actual
expenses:
<TABLE>
Direct or indirect payments to directors,
officers, general partners of the Registrant
or their associates; to persons owning ten
percent or more of any class of equity
securities of the issuer; and to affiliates Direct or indirect
of the Registrant payments to others
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<S> <C> <C>
Underwriting discounts and commissions -0- $ 690,000
Finders' Fees -0- -0-
Expenses paid to or for underwriters -0- 243,000
Other Expenses -0- 494,303
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Total Expenses $1,427,303
</TABLE>
2
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The net proceeds of the Offering after deducting the expenses described
above were $5,472,817. Since the closing of the Offering, such proceeds were
used by the Registrant for each of the purposes indicated below:
<TABLE>
Direct or indirect payments to directors,
officers, general partners of the Registrant
or their associates; to persons owning ten
percent or more of any class of equity
securities of the issuer; and to affiliates Direct or indirect
of the Registrant payments to others
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<S> <C> <C>
Acquisition of other business(es) -0- $1,590,562
Repayment of indebtedness $1,206,667(1)(2) 882,288
Working capital -0- 809,470
Distribution to Shareholders 300,000
Temporary Investments -0- 683,830
</TABLE>
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(1) Proceeds totalling approximately $1,156,667 were used to repay certain
trade debt owed by the Registrant to Bergen Brunswig Drug Co. Carson
A. McDonald, a member of the Registrant's Board of Directors, is an
employee of Bergen Brunswig.
(2) Proceeds totalling $50,000 were used to repay certain debt owed by the
Registrant to Charlie K. Herr, a member of the Registrant's Board of
Directors.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused the report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HORIZON PHARMACIES, INC.,
a Texas corporation
Date: December 4, 1997 /s/ Ricky D. McCord
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Ricky D. McCord
President and Chief Operating Officer
Date: December 4, 1997 /s/ David W. Frauhiger
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David W. Frauhiger
Chief Financial Officer and Treasurer
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