As filed with the Securities and
Exchange Commission on August 14, 1998 Registration No. 333-____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
PRIORITY HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1927379
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
285 WEST CENTRAL PARKWAY 32714
ALTAMONTE SPRINGS, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
PRIORITY HEALTHCARE CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
PRIORITY HEALTHCARE CORPORATION
OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
ROBERT L. MYERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
285 WEST CENTRAL PARKWAY, ALTAMONTE SPRINGS, FLORIDA 32714
(Name and address of agent for service)
(407) 869-7001
(Telephone number, including area code, of agent for
service)
COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
<S> <C> <C> <C> <C>
Class B Common 1,275,000 $19.875 (3) $25,340,625 (3) $7,475.48 (3)
Stock,
$0.01 par value
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers additional shares of
Class B Common Stock as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the 1997 Stock Option and
Incentive Plan and shares offered pursuant to non-qualified stock options
granted under the Outside Director Stock Option Plan are to be offered at
not less than the fair market value of one share of Class B Common Stock of
Priority Healthcare Corporation on the date the options are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the Class B Common
Stock as reported by the NASDAQ National Market System on August 12, 1998,
which was $19.875 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectuses for the Priority Healthcare
Corporation 1997 Stock Option and Incentive Plan and Outside
Directors Stock Option Plan are not required to be filed with the
Securities and Exchange Commission as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating
such description, are incorporated herein by reference. All other
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year for which audited financial
statements are contained in the annual report described above are
incorporated herein by reference. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is
delivered, a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the
information that is incorporated by reference unless such exhibits
are specifically incorporated by reference into such information),
upon the written or oral request of such person directed to the
Secretary of the Company at its principal offices, 285 West Central
Parkway, Altamonte Springs, Florida 32714, (407) 869-7001.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Indiana Business Corporation Law provides that a
corporation, unless limited by its Articles of Incorporation, is
required to indemnify its directors and officers against reasonable
expenses incurred in the successful defense of any proceeding to
which the director or officer was a party because of serving as a
director or officer of the corporation.
As permitted by the Indiana Business Corporation Law, the
Company's Restated Articles of Incorporation provide for
indemnification of directors, officers and employees of the Company
against any and all liability and reasonable expense that may be
incurred by them, arising out of any claim or action, civil,
criminal, administrative or investigative, in which they may become
involved by reason of being or having been a director, officer, or
employee. To be entitled to indemnification, those persons must have
been wholly successful in the claim or action or the Board of
Directors must have determined that such persons acted in good faith
in what they reasonably believed to be the best interests of the
Company (or at least not opposed to its best interests) and, in
addition, in any criminal action, had reasonable cause to believe
their conduct was lawful (or had no reasonable cause to believe that
their conduct was unlawful).
In addition, the Company has a directors' and officers'
liability and company reimbursement policy that insures against
certain liabilities, including liabilities under the Securities Act,
subject to applicable retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the
Index to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Altamonte
Springs, State of Florida, on August 11, 1998.
PRIORITY HEALTHCARE CORPORATION
By: /S/ ROBERT L. MYERS
Robert L. Myers
President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
their respective capacities and on the respective dates indicated
opposite their names. Each person whose signature appears below
hereby authorizes each of William E. Bindley and Robert L. Myers,
each with full power of substitution, to execute in the name and on
behalf of such person any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto,
and other documents in connection therewith, making such changes in
this Registration Statement as the registrant deems appropriate, and
appoints each of William E. Bindley and Robert L. Myers, each with
full power of substitution, attorney-in-fact to sign any amendment
and any post-effective amendment to this Registration Statement and
to file the same, with exhibits thereto, and other documents in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ WILLIAM E. BINDLEY Chairman of the Board August 11, 1998
William E. Bindley
/S/ ROBERT L. MYERS President, Chief Executive Officer August 11, 1998
Robert L. Myers and Director (Principal Executive
Officer)
/S/ DONALD J. PERFETTO Vice President, Chief Financial August 11, 1998
Donald J. Perfetto Officer and Treasurer (Principal
Financial and Accounting Officer)
/S/ MICHAEL D. MCCORMICK Director August 11, 1998
Michael D. McCormick
/S/ THOMAS J. SALENTINE Director August 11, 1998
Thomas J. Salentine
/S/ RICHARD W. ROBERSON Director August 11, 1998
Richard W. Roberson
/S/ REBECCA M. SHANAHAN Director August 11, 1998
Rebecca M. Shanahan
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT
Exhibit
NO.
<S> <C>
4.1 Restated Articles of Incorporation of the Registrant. (The copy of
this Exhibit filed as Exhibit 3-A to the Company's Registration
Statement on Form S-1 (Registration No. 333-34463) is incorporated
herein by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of this
Exhibit filed as Exhibit 3-B to the Company's Registration Statement
on Form S-1 (Registration No. 333-34463) is incorporated herein by
reference.)
4.3 Articles of Restatement of the Restated Articles of Incorporation of
the Registrant. (The copy of this Exhibit filed as Exhibit 3-C to
the Company's Registration Statement on Form S-1 (Registration No.
333-34463) is incorporated herein by reference.)
4.4 Priority Healthcare Corporation 1997 Stock Option and Incentive
Plan. (The copy of this Exhibit filed as Exhibit 10-C to the
Company's Registration Statement on Form S-1 (Registration No.
333-34463) is incorporated herein by reference.)
4.5 Priority Healthcare Corporation Outside Directors Stock Option Plan.
(The copy of this Exhibit filed as Exhibit 10-D to the Company's
Registration Statement on Form S-1 (Registration No. 333-34463) is
incorporated herein by reference.)
5 Opinion of Baker & Daniels regarding legality of the securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
August 13, 1998
Priority Healthcare Corporation
285 West Central Parkway
Altamonte Springs, Florida 32714
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Priority Healthcare Corporation, an
Indiana corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of
the Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 (the "Act"), registering the
offer and sale of up to 1,275,000 shares of the Company's Class B Common
Stock, $0.01 par value (the "Class B Shares"), pursuant to the Company's
1997 Stock Option and Incentive Plan and Outside Directors Stock Option
Plan (the "Plans").
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such
records, documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Class B Shares
have been duly authorized and, when the Registration Statement shall have
become effective and the Class B Shares have been issued in accordance with
the Plans, the Class B Shares will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the federal law of the
United States and the law of the State of Indiana.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 25, 1998, which appears
on page 37 of Priority Healthcare Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Indianapolis, Indiana
August 12, 1998
