As filed with the Securities and Exchange Commission on November 1, 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 COMPENSATION AGREEMENTS WITH ADVISORS
(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
----------------------
<PAGE>
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) 65,000 shares $6.8125 $442,812.50 $134.19
- -------------------------------------------------------------------------------
(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, $.0001 per share (the
"Common Stock") as reported by NASDAQ on October 29, 1996.
2
<PAGE>
COMPSCRIPT, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
FORM S-8 ITEM NUMBER
AND CAPTION CAPTION IN PROSPECTUS
--------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification of Direc-
tion on Indemnification for tors and Officers; Under-
Securities Act Liabilities takings
3
<PAGE>
PROSPECTUS
COMPSCRIPT, INC.
65,000 SHARES OF COMMON STOCK
($.0001 PAR VALUE)
ISSUED PURSUANT TO THE COMPANY'S CONSULTING AGREEMENT
WITH SHULMAN & ASSOCIATES, INC., AND
STOCK COMPENSATION AGREEMENT WITH
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
This Prospectus is part of a Registration Statement which registers an
aggregate of 65,000 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 (i) Shulman &
Associates, Inc., a consultant to the Company ("Shulman") pursuant to a written
consulting agreement (the "Shulman Consulting Agreement") providing for the
issuance of 45,000 Shares and (ii) Atlas, Pearlman, Trop & Borkson, counsel to
the Company ("APT&B") pursuant to a written Stock Compensation Agreement (the
"APT&B Compensation Agreement") providing for the issuance of 20,000 Shares.
Shulman and AP&TB may be sometimes collectively referred to as the
"Consultants," and the Shulman Consulting Agreement and the APT&B Stock
Compensation Agreement may be collectively referred to as the "Agreements." In
addition, the Consultants, in their capacity as selling shareholders, may
sometimes hereafter be collectively referred to as the "Selling Security
Holders." All of the Shares are being issued to the Consultants pursuant to
written agreements. The Company has been advised by the Selling Security Holders
that they 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 Agreements
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 November ___, 1996.
4
<PAGE>
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 65,000
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.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly period
ended March 31, 1996 and June 30, 1996.
5
<PAGE>
(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.
6
<PAGE>
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.
7
<PAGE>
ANCILLARY SERVICES: CompScript also provides ancillary products and
services to nursing facilities, including:
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
8
<PAGE>
sends the 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
<PAGE>
AGREEMENTS
CompScript entered into a Consulting Agreement with Shulman pursuant to
which shares of the Company's common stock would be issued in consideration for
management consulting services to be provided to CompScript principally in
connection with the acquisition transactions between the Company and SecurX,
Inc. and the Company and Delta Pharmacy Services, Inc. Shulman advised the
Company concerning, among other things, capitalization, entity integration, and
strategic planning. Shulman was authorized to receive 45,000 Shares in discharge
of the obligations owing to Shulman for provisions of such services. In
addition, on October 15, 1996 the Company entered into a Stock Compensation
Agreement with Atlas, Pearlman, Trop & Borkson, P.A. pursuant to which it agreed
to issue 20,000 Shares in consideration for legal services provided to the
Company since January, 1996 and for certain future obligations. The 20,000
Shares are being registered herewith.
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 Holders,
the amount of shares of Common Stock held directly or indirectly or to be issued
to the Selling Security Holders, the number of shares to be offered by the
Selling Security Holders, the amount of Common Stock to be owned by the
Selling Security Holders following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security Holders
following completion of such offering (based on 10,708,913 shares of Common
Stock of the Company outstanding at September 30, 1996).
10
<PAGE>
<TABLE>
<CAPTION>
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
- --------------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Shulman &
Associates, Inc. 45,000 45,000 -0- --
Atlas, Pearlman, Trop
& Borkson, P.A.(1) 20,000 20,000 -0- --
<FN>
- --------------
</FN>
</TABLE>
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
11
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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
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
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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.
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.
13
<PAGE>
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 and June 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.
i
<PAGE>
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
ii
<PAGE>
sale of the underlying Shares of Common Stock pursuant to a registration
statement.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
(4)(a) Consulting Agreement with Shulman and Associates.
(4)(b) Stock Compensation Agreement with Atlas, Pearlman, Trop
& Borkson, P.A.
(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) Consent of independent certified public accountants
(23.3) Consent 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.
iii
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(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
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.
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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 31st
day of October, 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) October 31, 1996
- ----------------------
Brian A. Kahan
Controller (Principal
/s/GARY SPLAIN Accounting Officer) October 31, 1996
- ----------------------
Gary Splain
/s/MARTHA M. LITTLE Director October 31, 1996
- ----------------------
Martha M. Little
/s/GERARD N. ALTIERI Director October 31, 1996
- ----------------------
Gerard N. Altieri
/s/MALCOLM LEONARD Director October 31, 1996
- ----------------------
Malcolm Leonard
/s/ROBERT EDELHEIT Director October 31, 1996
- ----------------------
Robert Edelheit
/s/PAUL HEIMBERG Director October 31, 1996
- ----------------------
Paul Heimberg
EXHIBIT 4.a
COMPSCRIPT, INC.
1225 BROKEN SOUND PARKWAY, N.W.
SUITE A
BOCA RATON, FL 33481
October 1, 1996
SHULMAN & ASSOCIATES, INC.
7777 Glades Road, Suite 216
Boca Raton, Florida 33434
Gentlemen:
This letter shall serve to memorialize a understanding between Shulman
& Associates, Inc. and CompScript, Inc., pursuant to which Shulman & Associates
would provide a series of consulting services to CompScript principally in
connection with the evaluation, structure and negotiation of acquisition
transactions between CompScript and SecurX, Inc. and CompScript and Delta
Pharmacy Services, Inc.
In connection with such consulting services, you are entitled to
receive 45,000 shares of CompScript's Common Stock.
If this accurately sets forth the agreement between the parties, please
indicate your acceptance by signing in the space provided below and returning a
copy to the undersigned.
Very truly yours,
COMPSCRIPT, INC.
By: /s/ BRIAN A. KAHAN
______________________
Brian A. Kahan, Chief Executive
Officer
ACCEPTED AND AGREED TO THIS
1ST DAY OF OCTOBER, 1996.
SHULMAN & ASSOCIATES, INC.
By: /s/ MANNY SHULMAN
__________________
Manny Shulman, President
EXHIBIT 4.b
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 15th day of October, 1996 by
and between CompScript, Inc. (the "Company") and Atlas, Pearlman,
Trop & Borkson, P.A. ("APT&B").
WHEREAS, the Company is a publicly-held company.
WHEREAS, the Company engaged APT&B and APT&B accepted such engagement,
to provide the company certain legal, strategic planning and business consulting
services (the "Services").
WHEREAS, the Company desires to compensate APT&B for the Services.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. COMPENSATION. As compensation for the Services performed from
January, 1996, the Company shall pay APT&B an aggregate of 20,000 shares of the
Company's common stock (the "Compensation Securities"). In connection therewith,
the Company shall file a registration statement on Form S-8 with the Securities
and Exchange Commission registering the Compensation Securities under the
Securities Act of 1933, as amended.
3. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective legal representatives,
administrators, successors, subsidiaries and affiliates. This Agreement may not
be assigned by APT&B.
(c) This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the
parties. No promises, guarantees, inducements or agreements, oral or written,
express or implied, have been made
<PAGE>
other than as contained in this Agreement. This Agreement can only be modified
or changed in writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and date first above written.
COMPSCRIPT, INC.
By: /s/ BRIAN A. KAHAN
------------------
Brian A. Kahan,
Chief Executive Officer
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
By: /s/ CHARLES B. PEARLMAN
---------------------
Charles B. Pearlman
2
EXHIBIT 5
October 31, 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 A CONSULTING AND COMPENSATION
AGREEMENTS WITH ADVISORS
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 65,000
shares of Common Stock, par value $.0001 per share (the "Common Stock"), issued
pursuant to a Consulting Agreement with Shulman & Associates, Inc. and a
Compensation Agreement with Atlas, Pearlman, Trop & Borkson, P.A. (the
"Agreements").
In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Agreements, 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.
October 31, 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
Agreements, 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.
EXHIBIT 23.2
CONSENT OF INDEPENDENT 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
October 31, 1996
EXHIBIT 23.3
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 Compensation Agreements with Advisors of
CompScript, Inc. of our report dated August 23, 1996, with respect to the
financial statements of CompScript, Inc. included in its Transition Report on
Form 10-KSB dated October 11, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
West Palm Beach, Florida
October 30, 1996
