<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
May 22, 1995
CAPSTONE PHARMACY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-20606 11-2310352
- -------- ----------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
2930 Washington Blvd., Baltimore, Maryland 21230
-------------------------------------------------
(Address of principal executive offices)
(410) 646-7373
----------------------------------------------------
(Registrant's telephone number, including area code)
Choice Drug Systems, Inc.
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
- -------------------------------------------------------------------------------
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Statements
The pro forma financial information previously filed has been
revised and is being filed herewith in order to replace the
previous information. The other portions of the original 8-K,
as amended by Form 8-K/A, have not been revised and are not being
re-filed with this Amendment.
2
<PAGE> 3
CAPSTONE PHARMACY SERVICES, INC.
(formerly CHOICE DRUG SYSTEMS, INC.)
PRO FORMA SELECTED FINANCIAL DATA
(unaudited)
On May 22, 1995, Choice Drug Systems, Inc. (the "Company") closed on the
acquisition of Premier Pharmacy, Inc. ("Premier"), a provider of institutional
and hospital pharmacy services. The acquisition was accomplished by a merger
of a wholly-owned subsidiary of the Company into Premier. The Company assumed
responsibility for the operations effective June 1, 1995.
The unaudited pro forma income statement data for the year ended February 28,
1995 and the three months ended May 31, 1995 have been prepared based on
historical income statements of the Company, as adjusted to reflect the
acquisition of Premier as if such agreement had been effective March 1, 1994.
The pro forma income statement data may not be indicative of the future results
of operations and what the actual results of operations would have been had the
acquisitions described above been effective March 1, 1994. The assets and
liabilities of the Premier acquisition are included in the Company's balance
sheet as of May 31, 1995 as filed on Form 10-Q, as amended, with the
Commission on July 14, 1995 and thus no pro forma balance sheet is required or
provided.
<PAGE> 4
CAPSTONE PHARMACY SERVICES, INC.
(formerly CHOICE DRUG SYSTEMS, INC.)
PRO FORMA INCOME STATEMENT DATA
FOR THE YEAR ENDED FEBRUARY 28, 1995
(unaudited in thousands, except share amounts)
<TABLE>
<CAPTION>
CHOICE DRUG PREMIER
SYSTEMS, INC. PHARMACY, INC. ADJUSTMENTS PRO-FORMA
------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 43,507 $24,996 $ 0 $ 68,503
Cost of Sales 28,185 14,519 0 42,704
---------- ------- ------ ----------
Gross Profit 15,322 10,477 0 25,799
Operating Expenses
Selling and administrative expenses 18,637 10,185 0 28,822
Depreciation 605 363 0 968
---------- ------- ------ ----------
Operating Income (Loss) from continuing (3,920) (71) 0 (3,991)
operations before income taxes
Non-Operating expense (Income)
Interest expense, net 905 591 0 1,496
Amortization expense 384 404 (200)(a) 588
Other Income (421) (56) 0 (477)
---------- ------- ------ ----------
Total non-operating expense 868 939 (200) 1,607
Income (Loss) from continuing operations (4,788) (1,010) 200 (5,598)
before income taxes
Provision (benefit) for income taxes (466) 77 0 (389)
---------- ------- ------ ----------
Income (Loss) from continuing operations ($4,322) ($1,087) $ 200 ($5,209)
Weighted average number of equivalent common
shares outstanding 6,458,891 6,458,891
---------- ----------
Income (Loss) from continuing operations
per share ($0.67) ($0.91)
---------- ----------
</TABLE>
The accompanying notes are an integral part of this statement
<PAGE> 5
CAPSTONE PHARMACY SERVICES, INC.
(formerly CHOICE DRUG SYSTEMS,INC.)
PRO FORMA INCOME STATEMENT DATA
FOR THE THREE MONTHS ENDED MAY 31, 1995
(unaudited in thousands, except share amounts)
<TABLE>
<CAPTION>
CHOICE DRUG PREMIER
SYSTEMS, INC. PHARMACY, INC. ADJUSTMENTS PRO-FORMA
------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 10,709 $6,277 $ 0 $ 16,936
Cost of Sales 6,908 3,679 0 10,587
---------- ------ ---- ----------
Gross Profit 3,801 2,548 0 6,349
Operating Expenses
Selling and administrative expenses 4,078 2,614 0 6,692
Depreciation 152 82 0 234
---------- ------ ---- ----------
Operating Income (Loss) from continuing (429) (148) 0 (577)
operations before income taxes
Non-Operating expenses (Income)
Interest expense, net 216 174 0 390
Amortization expense 85 102 (50)(a) 137
Other Income (29) (7) 0 (36)
---------- ------ ---- ----------
Total non-operating expense 272 269 (50) 491
Income (Loss) from continuing operations (701) (417) 50 (1,068)
before income taxes
Provision (benefit) for income taxes 0 0 0 0
---------- ------ ---- ----------
Income (loss) from continuing operations ($701) ($417) $ 50 ($1,068)
Weighted average number of equivalent common
shares outstanding 8,300,267 8,300,267
---------- ----------
Income (Loss) from continuing operations per share ($0.08) ($ 0.13)
</TABLE>
The accompanying notes are an integral part of this statement
<PAGE> 6
CAPSTONE PHARMACY SERVICES, INC.
(formerly CHOICE DRUG SYSTEMS, INC.)
NOTES TO PRO FORMA INCOME STATEMENT DATA
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE THREE MONTHS ENDED MAY 31, 1995
(a) Reflects adjustments to amortization of goodwill and non-compete agreements
associated with the acquisition calculated as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FEB. 28, 1995 MAY 31, 1995
------------- ------------
<S> <C> <C>
Premier amortization expense as recorded $404,000 $102,000
Post acquisition amortization expense 204,000 52,000
-------- --------
Pro Forma Adjustment $200,000 $ 50,000
</TABLE>
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to Report to be signed on its
behalf by the undersigned thereunto duly authorized.
CAPSTONE PHARMACY SERVICES, INC.
By: /s/ Donald W. Hughes
-------------------------------------
Name: Donald W. Hughes
-------------------------------------
Title: Vice President, Chief Financial
Officer and Secretary
-------------------------------------
Date: August 7, 1996
