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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION NO. 333-34463
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIORITY HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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INDIANA 5122 35-1927379
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S.
JURISDICTION OF CLASSIFICATION CODE NUMBER) EMPLOYER
INCORPORATION OR IDENTIFICATION
ORGANIZATION) NO.)
285 WEST CENTRAL PARKWAY
ALTAMONTE SPRINGS, FLORIDA 32714
(407) 869-7001
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT L. MYERS
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PRIORITY HEALTHCARE CORPORATION
285 WEST CENTRAL PARKWAY
ALTAMONTE SPRINGS, FLORIDA 32714
(407) 869-7001
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
JAMES A. ASCHLEMAN, ESQ. REBECCA R. ORAND, ESQ.
BAKER & DANIELS GREENBERG TRAURIG HOFFMAN LIPOFF
300 NORTH MERIDIAN STREET ROSEN & QUENTEL, P.A.
SUITE 2700 1221 BRICKELL AVENUE
INDIANAPOLIS, INDIANA 46204-1782 MIAMI, FLORIDA 33131
(317) 237-0300 (305) 579-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
is practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-34463
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this "Amendment") to the Company's Form
S-1 Registration Statement (Registration No. 333-34463) (the "Registration
Statement") is being filed pursuant to Rule 462(d) under the Securities Act of
1933 for the sole purpose of filing an exhibit and, accordingly, shall become
effective immediately upon filing with the Securities and Exchange Commission
(the "Commission"). After giving effect to this Amendment, the Registration
Statement consists of the Registration Statement as filed with the Commission
at the time it became effective on October 23, 1997, as supplemented by this
Amendment consisting of the facing page, this Explanatory Note, Part II of
this Amendment, a signature page, the Exhibit Index and Exhibit 11 filed
herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) EXHIBITS
The list of exhibits is incorporated by reference to the Index to
Exhibits beginning on page E-1.
II-1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN INDIANAPOLIS,
INDIANA ON OCTOBER 24, 1997.
Priority Healthcare Corporation
/s/ Robert L. Myers
By: _________________________________
Robert L. Myers,
President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW ON OCTOBER 24, 1997.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
*/s/ William E. Bindley Chairman of the Board
___________________________________________
William E. Bindley
/s/ Robert L. Myers President, Chief Executive Officer and
___________________________________________ Director (Principal Executive Officer)
Robert L. Myers
*/s/ Donald J. Perfetto Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Donald J. Perfetto
*/s/ Michael D. McCormick Director
___________________________________________
Michael D. McCormick
*/s/ Thomas J. Salentine Director
___________________________________________
Thomas J. Salentine
</TABLE>
/s/ Robert L. Myers
*By _________________________________
Robert L. Myers
Attorney-in-Fact
S-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
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<C> <S> <C>
1 Form of Underwriting Agreement.
3-A Restated Articles of Incorporation of the Registrant.
3-B By-Laws of the Registrant, as amended to date.
3-C Articles of Restatement of the Restated Articles of In-
corporation of the Registrant.
5 Opinion of Baker & Daniels.
10-A Administrative Services Agreement between the Regis-
trant and BWI.
10-B Tax Sharing Agreement between the Registrant and BWI.
10-C 1997 Stock Option and Incentive Plan of the Registrant.
10-D Outside Directors Stock Option Plan of the Registrant.
10-E Termination Benefits Agreement between the Registrant
and Robert L. Myers dated July 1, 1996.
10-F (i) Employment Agreement between the Registrant and Me-
lissa E. McIntyre dated June 1, 1997; and (ii)
Noncompete Agreement between the Registrant and Melissa
E. McIntyre dated June 1, 1997.
10-G (i) Employment Agreement between the Registrant and
William M. Woodard dated June 1, 1997; and (ii)
Noncompete Agreement between the Registrant and William
M. Woodard dated June 1, 1997.
10-H (i) Employment Agreement between the Registrant and Guy
F. Bryant dated June 1, 1997; and (ii) Noncompete
Agreement between the Registrant and Guy F. Bryant
dated June 1, 1997.
10-I (i) Employment Agreement between the Registrant and
Donald J. Perfetto dated June 23, 1997; and (ii)
Noncompete Agreement between the Registrant and Donald
J. Perfetto dated June 23, 1997.
10-J (i) Employment Agreement between the Registrant and
Steven D. Cosler dated June 1, 1997; and (ii)
Noncompete Agreement between the Registrant and Steven
D. Cosler dated June 1, 1997.
10-K Subordinated Promissory Note between the Registrant and
BWI.
10-L Indemnification and Hold Harmless Agreement between the
Registrant and BWI.
10-M Consulting Agreement dated as of January 1, 1995, by
and among the Registrant, BWI and Martin A. Nassif.
10-N Revolving Credit Promissory Note between the Registrant
and BWI.
11* Computation of Pro Forma Earnings Per Share.
21 Subsidiaries of the Registrant.
23-A Consent of Price Waterhouse LLP.
23-B Consent of Baker & Daniels (contained in Exhibit 5).
23-C Consent of Richard W. Roberson.
23-D Consent of Rebecca M. Shanahan.
24 Power of Attorney (included on signature page).
27 Financial Data Schedule.
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*Filed with this amendment. All other listed exhibits were filed with the Form
S-1 Registration Statement (File No. 333-34463) filed with the Commission on
August 27, 1997, as amended.
E-1
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EXHIBIT 11
Computation of Pro Forma Earnings Per Share
Year ended December 31, 1996 and six months ended June 30, 1997
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<CAPTION>
December 31, 1996 June 30, 1997
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<S> <C> <C>
(In thousands, except share data)
Pro forma net Earnings $ 4,065 $ 3,034
Shares
Weighted average number of Class A
Common Shares outstanding 10,214,286 10,214,286
Assumed number of Class B Common Shares issued
to repay payable to parent (1) 488,923 886,173
Assumed number of Class B Common Shares issued
to fund dividend in excess of earnings (1) 18,564 18,564
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Adjusted weighted average number of
Common Shares outstanding 10,721,773 11,119,023
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Pro forma earnings per share $ 0.38 $ 0.27
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(1) See Note 6 to Unaudited Pro Forma Consolidated Financial Data.
