As filed with the Securities and Exchange Commission on December 24, 1996.
File No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
COMPSCRIPT, INC.
(Exact name of issuer as specified in its charter)
Florida 65-0506539
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1225 Broken Sound Parkway N.W.
Suite A
Boca Raton, Florida 33481
(Address of principal executive offices) (Zip Code)
_______________
CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT WITH ADVISOR
(Full title of the plan)
_______________
Brian A. Kahan, President
1225 Broken Sound Parkway N.W.
Suite A
Boca Raton, Florida 33481
Telephone No.: (407) 994-8585
(Name and address of agent for service)
Copy to:
Joel D. Mayersohn, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
_______________
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(1) price(1) fee (1)
================================================================================
Common Stock
($.0001 par value) 60,000 shares $10.0625 $603,750 $182.95
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 451(c) under the Securities Act
of 1933, as amended (the "Securities Act") based on the average of the
high and low bid price for the Common Stock, $.0001 per share (the "Common
Stock") as reported by NASDAQ on December 19, 1996.
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COMPSCRIPT, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification of Direc-
tion on Indemnification for tors and Officers; Under-
Securities Act Liabilities takings
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PROSPECTUS
COMPSCRIPT, INC.
60,000 Shares of Common Stock
($.0001 par value)
Issued Pursuant to the Company's Agreement
with Shulman & Associates, Inc.,
This Prospectus is part of a Registration Statement which registers 60,000
shares of Common Stock, $.0001 par value (such shares being referred to as the
"Shares"), of CompScript, Inc. (the "Company" or "Compscript") which may be
issued, as set forth herein, to Shulman & Associates, Inc., a consultant to the
Company ("Shulman") pursuant to a written consulting agreement (the "Shulman
Consulting Agreement") providing for the issuance of 60,000 Shares. Shulman may
be referred to as the "Consultant," and the Shulman Consulting Agreement may be
referred to as the "Agreement." In addition, the Consultant, in its capacity as
a selling shareholder, may sometimes hereafter be referred to as the "Selling
Security Holder." All of the Shares are being issued to the Consultant pursuant
to a written agreement. The Company has been advised by the Selling Security
Holder that it may sell all or a portion of the Shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise, and that such Shares will be sold at market prices prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Consulting Agreement
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
________________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is December ___, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"CPRX." Electronic Reports and other information found through the Electronic
Data Gathering, Analysis & Retrieval System are probably available through the
Commission's website (http://www.sec.gov.).
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 60,000
shares of the Company's Common Stock, to be issued to Consultants of the Company
pursuant to written agreements. This Prospectus, which is Part I of the
Registration Statement, omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB and 10-KSB/A for the fiscal
year ended December 31, 1995.
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(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
period ended March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The Company's Transition Report on Form 10-KSB for the period from
September 30, 1995 to December 31, 1995.
(d) The Company's current reports on Form 8-K dated January 3, 1996,
February 26, 1996, February 29, 1996, March 6, 1996, May 10, 1996, June 14,
1996, June 24, 1996, July 2, 1996, August 1, 1996 and August 30, 1996.
(e) All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, CompScript,
Inc., 1225 Broken Sound Parkway N.W., Suite A, Boca Raton, Florida 33481.
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THE COMPANY
General
- -------
Business of CompScript, Inc.
CompScript is a comprehensive provider of pharmacy management services
equipped to both lower costs and improve the quality of care. CompScript offers
a broad range of pharmacy, infusion therapy, consulting services, mail order,
and pharmacy benefit claim administration to managed care networks, long-term
and subacute care facilities, home health patients, and recipients of managed
care. CompScript's proprietary pharmacy management capabilities combine
sophisticated clinical tools with the latest technologies in databases and drug
profiles. CompScript's network of participating retail pharmacies, along with
electronic on-line adjudication system and a mail service dispensing facility,
allow CompScript to offer a fully integrated pharmacy benefit management
program. CompScript's operations consist of the following:
Institutional Pharmacy: CompScript purchases, repackages and dispenses
prescription and non-prescription medication in accordance with physician orders
and delivers such prescriptions at least daily to the nursing facility for
administration to individual patients by the facility's nursing staff.
CompScript typically services nursing homes within a 150-mile radius of its
pharmacy locations. CompScript maintains a 24-hour, on-call pharmacist service
365 days per year for emergency dispensing and delivery or for consultation with
the facility's staff or attending physician.
Consultant Pharmacist Services: CompScript provides consultant pharmacist
services which help clients comply with such federal and state regulations
applicable to nursing homes. Consultant pharmacists work on a proprietary laptop
program to offer institutions patient specific clinical data. The services
offered by CompScript's consultant pharmacists include: (i) comprehensive,
monthly drug regimen reviews for each patient in the facility to assess the
appropriateness and efficacy of drug therapies, including a review of the
patient's medical records, monitoring drug reactions to other drugs or food,
monitoring lab results and recommending alternate therapies or discontinuing
unnecessary drugs; (ii) participation on the Pharmacy and Therapeutics, Quality
Assurance and other committees of client nursing facilities as well as periodic
involvement in staff meetings; (iii) monthly inspection of medication carts and
storage rooms; (iv) monitoring and monthly reporting on facility-wide drug usage
and drug administration systems and practices; (v) development and maintenance
of pharmaceutical policy and procedures manuals; and (vi) assistance to the
nursing facility in complying with state and federal regulations as they pertain
to patient care.
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ANCILLARY SERVICES: CompScript also provides ancillary products and
services to nursing facilities, as follows:
CompScript provides infusion therapy support services for such residents
in its client nursing facilities and, to a lesser extent, hospice and home care
patients. Infusion therapy consists of the product (a nutrient, antibiotic,
chemotherapy or other drugs in solution) and the intravenous administration of
the product.
HOME INFUSION THERAPY SERVICES: CompScript has established a Joint
Commission on Accreditation ("JCAHO") accredited home infusion company to serve
homebound patients. CompScript offers outcomes management with an emphasis on
diagnosis of level of severity, specialized management reporting, and statewide
coverage, which makes CompScript particularly attractive to managed care
companies. CompScript offers managed care companies a full continuum of coverage
for their clients, from hospitals to subacute units to LTC facilities to their
homes.
PHARMACY BENEFIT MANAGEMENT SERVICES: The Company's pharmacy benefit
management ("PBM") service is the systematic management of outpatient
prescription drug usage to foster high quality, cost-effective pharmaceutical
care through the application of managed care principles and development of
information technologies. PBM services consist of retail pharmacy network
administration, except in the Long Term Care Pharmacy Network; formulary
administration; electronic point-of-sale claims processing, drug utilization
review ("DUR"); mail pharmacy service; and benefit plan design consultation.
Advanced PBM services include the development of advanced formulary compliance
and therapeutic substitution programs; therapy management services such as prior
authorization, therapy guidelines, step therapy protocols, and disease
management interventions, and sophisticated management information reporting and
analytic services.
LONG-TERM CARE PHARMACY NETWORK: In May of 1995, CompScript believes that
it formed the first of its kind, Long-Term Care Pharmacy Network. The network is
comprised of long term care "closed-shop" institutional pharmacies. This network
is organized to provide full comprehensive services to the institutionalized
frail elderly population with the consistencies of one long-term care model
benefit. This network is being marketed to payers with both national and
regional interests for one pharmaceutical vendor for their long-term/chronic
care pharmaceutical care beneficiaries.
GROUP HEALTHCARE AND WORKERS' COMPENSATION NETWORKS: The Company uses
on-line electronic claims processing to provide effective pharmacy benefit
management services to its clients. All retail pharmacies in the Company's
pharmacy network communicate with the Company on-line and in real time to
process prescription drug claims. When a member of a plan presents his or her
identification card at a network pharmacy, the network pharmacists sends the
8
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specified claim data in an industry standard format to the Company which
processes the claim and responds to the pharmacy, typically within a few
seconds. The electronic processing of the claim involves confirming the member's
eligibility for benefits under the applicable health benefit plan and the
conditions to or limitations of coverage, such as the amount of copayments or
deductibles the member must pay; performing a concurrent DUR analysis and
alerting the pharmacist to possible drug interactions or other indications of
inappropriate prescription drug usage; updating the member's prescription drug
claim record; and, if the claim is accepted, confirming to the pharmacy that it
will receive payment for the drug dispensed.
The Company provides advanced PBM services to its clients which involve
the application of clinical expertise and sophisticated management information
systems to manage the pharmacy benefit. An important advanced PBM service
provided by the Company is the enhancement of formulary compliance. Formularies
are lists of drugs for which coverage is provided under the applicable plan;
they are widely used in managed health care plans and, increasingly, by other
healthcare risk managers. The Company administers a number of different
formularies for its clients that often identify preferred drugs whose use is
encouraged or required through various benefit design features. Historically,
many clients have selected a plan design which includes an open formulary in
which all drugs are covered by the plan and preferred drugs, if any, are merely
recommended. More advanced formularies consist of restricted formularies, in
which various financial or other disincentives exist to the selection of
non-preferred drugs, or closed formularies, in which benefits are available only
for drugs listed on the formulary. Formulary preferences can be encouraged by
restricting the formulary through plan design features such as tiered
copayments, which require the member to pay a higher amount for a nonpreferred
drug; through prescriber education programs, in which the company or the managed
care client actively seek to educate the prescribers about the formulary
preferences; and through the Company's therapeutic substitution programs that
target certain high-cost therapy classes for concentrated formulary compliance
efforts.
MAIL SERVICE PHARMACY BENEFITS: The Company integrates its pharmacy
network benefits with its mail service pharmacy benefits provided to its
clients. It operates one mail service pharmacy in Florida that provides members
with convenient access to maintenance medications, and enables the Company and
its clients to control drug costs through purchasing efficiencies and other
economies of scale.
The Company's principal executive offices are located at 1225 Broken Sound
Parkway N.W., Suite A, Boca Raton, Florida 33481.
9
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Agreements
On October 1, 1996 CompScript entered into a Consulting and Acquisition
Management Agreement with Shulman pursuant to which Shulman would assist
CompScript in identifying, evaluating, structuring, negotiating and closing
business acquisitions, including but not limited to asset purchases,
consolidations, mergers, joint ventures and strategic alliances. In connection
with such agreement Shulman would receive a fee equal to 15,000 shares of
CompScript's Common Stock if the aggregate market value (as defined in such
agreement) is up to $5,000,000, 30,000 shares if the aggregate market value of
the acquisition is between $5,000,000 but less than $10,000,000 and 45,000
shares if the aggregate market value of the acquisition is in excess of
$10,000,000. In connection with the proposed acquisition by CompScript of the
shares of Medical Services Consortium, Inc. for which CompScript executed a
letter of intent in November 1996, Shulman was authorized to receive 45,000
Shares in discharge of the obligations owing to Shulman for purposes of such
services. In addition, Shulman actively participated in advising CompScript in
connection with its five year agreement with Pharmacy Gold, Inc. in which
CompScript would provide mail order pharmacy services to Pharmacy Gold's Prime
Therapeutics clients. Shulman was authorized to receive 15,000 Shares in
discharge of the obligations owing to Shulman for provision of such services.
Restrictions Under Securities Laws
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal Securities Laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or any other applicable exemption.
Officers, directors and 10% and greater stockholders are also subject to the
"short swing" profit rule of Section 16(b) of the Securities Exchange Act of
1934.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder,
the amount of shares of Common Stock held directly or indirectly or to be issued
to the Selling Security Holder, the number of shares to be offered by the
Selling Security Holder, the maximum amount of shares of Common Stock underlying
the Options to be offered by the Selling Security Holder, the exercise price for
the Options, the amount of Common Stock to be owned by the Selling Security
Holder following sale of such shares of Common Stock and the percentage of
shares of Common Stock to be owned by the Selling Security Holder following
completion of such offering (based on 10,708,913 shares of Common Stock of the
Company outstanding at September 30, 1996).
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Estimated Percentage
Shares to be to be Owned
Name of Selling Number of Shares to Owned After After
Security Holder Shares Owned be Offered Offering Offering
- --------------- ------------ ---------- -------- --------
Shulman &
Associates, Inc. 60,000 60,000 -0- --
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 50,000,000 shares of
Common Stock, $.0001 par value per share, of which 10,708,913 shares were
outstanding as of September 30, 1996. The Company is authorized to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.
Common Stock
The Company's Common Stock, $.0001 par value, is traded on the NASDAQ
SmallCap Market under the symbol "CPRX." The following sets forth the range of
high and low closing bid prices for the Common Stock as reported on the NASDAQ
during each of the quarters presented. The quotations set forth below are
inter-dealer quotations, without retail mark-ups, mark-downs or commissions and
may not necessarily represent actual transactions. The quotations have been
adjusted for the Company's 1 to 8 reverse stock split on April 26, 1996.
High Low
------ ------
1994
First Quarter............................. $30.00 $26.00
Second Quarter............................ 26.00 21.00
Third Quarter............................. 23.00 21.00
Fourth Quarter............................ 23.00 16.00
1995
First Quarter............................. 20.25 11.00
Second Quarter............................ 20.50 6.50
Third Quarter............................. 7.25 3.50
Fourth Quarter............................ 6.50 3.00
1996
First Quarter............................. 8.75 3.00
Second Quarter............................ 9.00 5.75
Third Quarter............................. 7.25 4.123
CompScript has not paid any cash dividends on its common stock and
CompScript does not currently intend to declare or pay cash dividends in the
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foreseeable future. CompScript intends to retain any earnings that may be
generated to provide funds for the operation of its business.
As of June 12, 1996, there were in excess of 300 holders of record of the
Company's Common Stock.
Voting Rights
Holders of shares of Common Stock are entitled to one vote. The holders of
shares of Common Stock are not entitled to cumulative voting rights.
Upon liquidation, dissolution or winding up of the Company, distributions
to holders of any class of common stock would only be made after payment in full
of creditors and provision for the preference of any preferred stock having
preference over the Common Stock. Any remaining amount would then be shared pro
ratably by the holders of Common Stock.
The holders of the Common Stock are not entitled to preemptive rights or
subscription or redemption privileges.
Preferred Stock
The Board of Directors is authorized to issue the authorized and unissued
preferred stock in one or more series, to fix or alter the rights, preferences,
privileges and restrictions, including the dividend rights, dividend rate,
conversion rights, voting rights and terms of redemption, liquidation
preferences and sinking fund of any series of preferred stock which is
authorized and unissued. No shares of Preferred Stock have been issued or are
outstanding as of the date hereof.
Over-The-Counter Market
The Company's Common Stock is traded on the NASDAQ under the symbol
"CPRX."
Transfer Agent
The Transfer Agent for the shares of Common Stock is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida. Atlas, Pearlman, Trop &
Borkson, P.A. has options to purchase 75,000 shares of CompScript's Common
Stock.
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INDEMNIFICATION
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act (the "FBCA") to indemnify its directors and officers to the
extent provided for in such Statute.
The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions, suits and proceedings brought against
them if the person acted in good faith and in a manner which the person
reasonably believed to be in, or not opposed to, the best interest of the
Company and, with respect to any criminal actions, had no reasonable cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director, officer or employee has acted
in accordance with the applicable standard of conduct must be made by (i) a
majority vote of the directors who were not parties to the proceeding or a
committee consisting solely of two or more directors not party to the
proceedings, (ii) independent legal counsel selected by a majority vote of the
directors who were parties to the proceeding or committee of directors (or
selected by the full board if a quorum or committee cannot be obtained), or
(iii) the affirmative vote of the majority of the Company's shareholders were
not parties to the proceeding.
The FBCA further provides that the Company may make any other further
indemnity by resolution, by-law, agreement, vote of shareholders, disinterested
directors or otherwise, except with the respect to certain enumerated acts or
omissions of such persons. Florida law prohibits indemnification or advancement
of expenses if a judgement or other final adjudication establishes that the
actions of a director, officer or employee constitute (i) a violation of
criminal law, unless the person had reasonable cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder, or (iv) in the
case of a director, a circumstance under which a director would be liable for
improper distributions under Section 607.0384 of the FBA. The FBCA does not
affect a director's responsibilities under any other law, such as federal
securities laws.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------- ---------------------------------------
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB and 10- KSB/A for
the fiscal year ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The Company's Transition Report on Form 10-KSB for the period
from September 30, 1995 to December 31, 1995.
(d) (i) The Company's current reports on Form 8-K dated February 26,
1996, February 29, 1996, March 6, 1996, May 10, 1996, June 14, 1996, June 24,
1996, July 2, 1996, August 1, 1996 and August 30, 1996.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(f) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
- ------- -------------------------
A description of the Company's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
- ------- --------------------------------------
Not Applicable.
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Item 6. Indemnification of Directors and Officers
- ------- -----------------------------------------
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act (the "FBA") to indemnify its directors and officers to the
extent provided for in such Statute.
The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions, suits and proceedings brought against
them if the person acted in good faith and in a manner which the person
reasonably believed to be in, or not opposed to, the best interest of the
Company and, with respect to any criminal actions, had no reasonable cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director, officer or employee has acted
in accordance with the applicable standard of conduct must be made by (i) a
majority vote of the directors who were not parties to the proceeding or a
committee consisting solely of two or more directors not party to the
proceedings, (ii) independent legal counsel selected by a majority vote of the
directors who were parties to the proceeding or committee of directors (or
selected by the full board if a quorum or committee cannot be obtained), or
(iii) the affirmative vote of the majority of the Company's shareholders were
not parties to the proceeding.
The FBCA further provides that the Company may make any other further
indemnity by resolution, by-law, agreement, vote of shareholders, disinterested
directors or otherwise, except with the respect to certain enumerated acts or
omissions of such persons. Florida law prohibits indemnification or advancement
of expenses if a judgement or other final adjudication establishes that the
actions of a director, officer or employee constitute (i) a violation of
criminal law, unless the person had reasonable cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder, or (iv) in the
case of a director, a circumstance under which a director would be liable for
improper distributions under Section 607.0384 of the FBA. The FBCA does not
affect a director's responsibilities under any other law, such as federal
securities laws.
Item 7. Exemption from Registration Claimed
- ------- -----------------------------------
Inasmuch as the Consultants who received the Shares of the Company were
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Company, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act. As a condition
precedent to such grant, the Consultants were required to express an investment
intent and consent to the imprinting of a restrictive legend on each stock
certificate to be received from the Company except upon sale of the underlying
Shares of Common Stock pursuant to a registration statement.
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Item 8. Exhibits
- ------- --------
Exhibit Description
- ------- -----------
(4)(a) Consulting and Acquisition Agreement with Shulman and
Associates.
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
the issuance of shares of securities pursuant to the above
Consulting Agreements
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
the opinion filed as exhibit (5) hereto
(23.2) Consents of independent certified public accountants
Item 9. Undertakings
- ------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being
made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under the
Act, 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 that time shall be deemed to be the initial bona fide offering
thereof; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(3) Insofar as indemnification for liabilities arising under the Act 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
iii
<PAGE>
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.
iv
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Boca Raton and the State of Florida, on the 24th
day of December, 1996.
COMPSCRIPT, INC.
By:/s/Brian A. Kahan
--------------------------------
Brian A. Kahan
Chairman of the Board
and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board
and Chief Executive
Officer (Principal
/s/Brian A. Kahan Executive Officer) December 24, 1996
- ----------------------
Brian A. Kahan
Controller (Principal
/s/Gary Splain Accounting Officer) December 24, 1996
- -----------------------
Gary Splain
/s/Robert Gardner Director December 24, 1996
- -----------------------
Robert Gardner
/s/Malcolm Leonard Director December 24, 1996
- -----------------------
Malcolm Leonard
/s/Robert Edelheit Director December 24, 1996
- -----------------------
Robert Edelheit
/s/Paul Heimberg Director December 24, 1996
- -----------------------
Paul Heimberg
Exhibit 4A
----------
CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT
-----------------------------------------------
Consulting and Acquisition Management Agreement ("Agreement") made this
1st day of October, 1996, by and between COMPSCRIPT, INC., a Florida corporation
("CompScript"), and SHULMAN & ASSOCIATES, INC., a Florida corporation (the
"Consultant").
W I T N E S S E T H:
A. CompScript desires to engage the services of Consultant in order to
identify, evaluate and structure mergers, consolidations acquisitions, joint
ventures and strategic alliances (hereinafter collectively referred to as
"Acquisitions"); and
B. Consultant is desirous of performing such services on behalf of
CompScript.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. CONSULTING SERVICES.
1.1 Upon the terms and subject to the conditions contained in this
Agreement, Consultant hereby agrees that it shall, during the term of this
Agreement, devote sufficient time and effort on behalf of CompScript in the
identification, evaluation, structuring, negotiating and closing of business
acquisitions (whether in the form of asset purchases, stock purchases, mergers,
consolidations, joint ventures, strategic alliances or otherwise) for the
account of CompScript upon such terms and conditions as are reasonably
acceptable to CompScript. Notwithstanding anything to the contrary in the
preceding sentence, each Acquisition shall be subject to the approval of
CompScript which approval may be withheld or delayed for any reason in
CompScript's sole and absolute discretion.
1.2 Consultant shall, in connection with each Acquisition which is
proposed to be consummated (a "Target Company") assist in the preparation and
development of a business and marketing plan and financial pro-formas with
respect to such proposed Acquisition. If any Target Company is acquired by
CompScript or an affiliate during the term of this Agreement, Consultant shall
be entitled to the fees set forth in subparagraph 3.1 hereof. During the term of
this Agreement, Consultant shall, at least quarterly, report to CompScript on
its activities regarding the targeting of Acquisitions, the status of
Acquisitions in progress and a summary of the activities.
<PAGE>
2. TERM. The Agreement shall be for a term of five (5) years from the
date hereof.
3. COMPENSATION. CompScript shall pay the following compensation to
Consultant in consideration for the services to be rendered hereunder:
3.1 Thirty (30) days after the consummation of each Acquisition of a
Target Company by CompScript or an affiliate a fee equal to the sum of (i)
15,000 shares of CompScript Common Stock, par value $.0001 per share ("Shares")
if the Aggregate Market Value (as defined) of the Acquisition is up to $5
million; (ii) 30,000 Shares if the Aggregate Market Value of the Acquisition is
between $5 million but less than $10 million; and (iii) 45,000 Shares if the
Aggregate Market Value of the Acquisition is in excess of $10 million.
3.2 If during the term of this Agreement, CompScript consummates its
own business combination defined as (i) any merger or consolidation involving
CompScript or (ii) the acquisition by a person, group or entity of fifty percent
(50%) of the voting stock, or all or a substantial portion of the assets of
CompScript in any one transaction, by way of tender, or exchange offer,
negotiated purchase or otherwise, Consultant shall be paid a fee equal to 3% of
the Aggregate Market Value of the business combination with a minimum of $1
million and a maximum of $3 million provided, that in the event Consultant
introduces the transaction to CompScript there shall be no maximum fee.
3.3 Aggregate Market Value means (i) in the event that CompScript,
or its stock is acquired, the number of fully diluted shares of CompScript's
Common Stock so acquired times the fair market value per share of the cash paid
and/or the securities issued by the acquiring party, (ii) in the event that
CompScript acquires another entity, or its stock, the fair market value of the
cash paid and/or the securities issued by CompScript for such other entity's
common stock, and (iii) in the event of an Acquisition of CompScript's assets,
or an Acquisition by Compscript of assets of another entity, the fair market
value of the pre-tax consideration received or paid (as the case may be) by
CompScript, including assumption of indebtedness. For purposes of this
Agreement, the fair market value of equity and debt securities will be
determined based upon (i) the closing sale price for such securities in the
registered national securities exchange providing the primary market in such
securities on the last trading day prior to the closing date of the Acquisition
or other transaction, (ii) if such securities are not so traded, the average of
the closing bid prices as reported by the Nasdaq for the previous ten (10)
consecutive trading days prior to closing, or (iii) if such securities are not
so traded or reported, as determined by the good faith estimate of the board of
directors of CompScript, in its sole determination.
2
<PAGE>
4. EXPENSES. Unless otherwise approved by CompScript, in writing,
Consultant shall bear all expenses incurred by it with respect to the
Acquisition of a Target Company on behalf of CompScript.
5. DISPUTE RESOLUTIONS. Any dispute, controversy or claim between
CompScript, on the one hand, and Consultant, on the hand, which arises out of,
relates to or is in connection with this Agreement or the subject matter hereof,
shall be settled by arbitration in the jurisdiction of the parties against whom
the proceeding is initiated in accordance with the following principles.
(i) the party demanding arbitration shall, in writing, set
forth the nature of the dispute, controversy or claim;
(ii) each of CompScript and Consultant shall name an
arbitrator to resolve the dispute. Such arbitrators shall name a third
arbitrator;
(iii) the arbitrators, sitting as panel, shall go carefully
into the merits of the asserted dispute, controversy or claim, and shall
have full and complete power, authority and jurisdiction to hear and
determine any and all disputed matters and shall call, and have the power
to demand, such evidence as they deem necessary to a proper determination
thereof;
(iv) after a full and careful consideration of the dispute,
controversy or claim and all matters related thereto, the arbitrators
shall made a report of its finding, and such report shall be final and
conclusive and shall be binding upon the parties;
(v) a decision by any two arbitrators shall be deemed a
decision by all of the arbitrators; and
(vi) the arbitrators shall execute an award upon its decision
, and such award may be entered as a final,nonappealable judgement in any
court having jurisdiction.
6. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
7. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
3
<PAGE>
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies he~rein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
8. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed entirely within such State.
9. NO ASSIGNMENT. This Agreement is not assignable by Consultant, but
shall be assignable by CompScript.
10. HEADINGS. The headings in this Agreement are for reference purpose
only and shall not in any way affect the meaning or interpretation of this
Agreement.
11. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
13. NO AGENCY. Consultant shall not, without the express written consent
of CompScript, hold himself out as the agent of CompScript,nor shall Consultant
have the authority to bind CompScript or incur liabilities on behalf of
CompScript, except as otherwise provided for herein, without the express written
consent of CompScript.
14. DISCLAIMER. Consultant acknowledges that he has made a full and
independent inquiry regarding CompScript and has been afforded access to such
CompScript materials as he requested and that, in entering into this Agreement,
he has not in any manner directly or indirectly relied on any warranty or
representation by CompScript, its officers, directors, agents, legal counsel or
accountants concerning CompScript and/or its stock as to matters past, present
or future.
15. NOTICES. All notices to be given hereunder shall be in writing, with
fax notices being an acceptable substitute for mail and/or and delivery to:
(i) Shulman & Associates, Inc.
7777 Glades Road, Suite 201
Boca Raton, Florida 33434
(ii) CompScript, Inc.
4
<PAGE>
1225 Broken Sound Parkway, N.W.
Suite A
Boca Raton, Florida 33481
Attention: President
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
COMPSCRIPT, INC.
By:/S/ BRIAN A. KAHAN
-----------------------------------------------
Brian A. Kahan, President
SHULMAN & ASSOCIATES, INC.
By:/S/ MANNY SHULMAN
-----------------------------------------------
Manny Shulman, President
5
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Direct Line: (954) 766-7816
December 24, 1996
CompScript, Inc.
1225 Broken Sound Parkway, N.W.
Suite A
Boca Raton, FL 33481
Re: Registration Statement on Form S-8 - CompScript, Inc. -
Common Stock issued pursuant to an Agreement with Advisor
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by CompScript, Inc. (the "Company") of an aggregate of 60,000
shares of Common Stock, par value $.0001 per share (the "Common Stock"), issued
pursuant to an Agreement with Shulman & Associates, Inc. (the "Agreement").
In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Agreement, the
Company's Certificate of Incorporation (as amended), By-Laws and corporate
minutes provided to us by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
<PAGE>
CompScript, Inc.
December 18, 1996
Page 2
Based upon and in reliance of the foregoing, we are of the opinion that
the shares of Common Stock when issued in accordance with the terms of the
Agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Consulting and Acquisition Management Agreement With
Advisor of CompScript, Inc. of our report dated August 23, 1996, with respect to
the financial statements of CompScript, Inc. included in its Transition Report
(Form 10-KSB) for the three months ended December 31, 1995.
Ernst & Young LLP
West Palm Beach, Florida
December 18, 1996
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 29, 1996, on our audits of the consolidated
financial statements of CompScript, Inc. (f/k/a Capital Brands, Inc.) and
Subsidiary as of December 31, 1995 and 1994 and for the years then ended, which
report is included in the Company's Annual Report on Form 10-KSB.
COOPERS & LYBRAND L.L.P.
Miami, Florida
December 23, 1996
