As filed with the Securities and Exchange Commission on July 2, 1997.
File No. _________
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 AGREEMENTS WITH
LAWRENCE PRINCIPATO AND TODD ROBERTI
(Full title of the plan)
-----------------
Brian A. Kahan, President
1225 Broken Sound Parkway N.W.
Suite A
Boca Raton, Florida 33481
Telephone No.: (561) 994-8585
(Name and address of agent for service)
Copy to:
Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
-----------------
<PAGE>
<TABLE>
<CAPTION>
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 share price fee
==============================================================================================
<S> <C> <C> <C> <C>
Common Stock(1)
($.0001 par value) 100,000 shares $5.00 $500,000 $172.41
==============================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(n) under the Securities
Act of 1933, as amended (the "Securities Act").
2
<PAGE>
<TABLE>
<CAPTION>
COMPSCRIPT, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
FORM S-8 ITEM NUMBER
AND CAPTION CAPTION IN PROSPECTUS
-------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification of Direc-
tion on Indemnification for tors and Officers; Under-
Securities Act Liabilities takings
</TABLE>
3
<PAGE>
PROSPECTUS
COMPSCRIPT, INC.
100,000 SHARES OF COMMON STOCK
($.0001 PAR VALUE)
Issued Pursuant to the Company's Agreements
with Lawrence Principato and Todd Roberti
This Prospectus is part of a Registration Statement which registers
100,000 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 upon exercise of certain options to Lawrence
Principato a consultant to the Company ("Principato"), pursuant to a written
agreement providing for the issuance of options to purchase 50,000 Shares (the
"Principato Consulting Agreement"); and (ii) upon exercise of certain options to
Todd Roberti, a consultant to the Company ("Roberti") pursuant to a written
agreement providing for the issuance of options to purchase 50,000 Shares (the
"Roberti Consulting Agreement"). Roberti and Principato may each be referred to
as "Consultant," and the Principato Consulting Agreement and the Roberti
Consulting Agreement may be each referred to as the "Agreement" or "Agreements".
In addition, the Consultants, in their capacity as a selling shareholder, may
sometimes hereafter be referred to as the "Selling Security Holders." All of the
Options and underlying 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 July 2, 1997.
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
100,000 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, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
5
<PAGE>
(c) The Company's Reports on Form 8-K-A dated March 26, 1997 and
June 9, 1997.
(d) 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 to its customers.
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 sub-acute 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 its 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, as follows:
CompScript provides infusion therapy support services for 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
On June 12, 1997, Company and each of Principato and Roberti entered
into separate Consulting Agreements pursuant to which they have provided, and
will provide, certain consulting services to CompScript. 50,000 options were
granted to each Consultant. The options may be exercised in whole or in part in
an amount not less than 10,000 shares until June 1, 1998. The options have a
$5.00 exercise price. The purchase price for the exercise of the options is
payable in cash, and the price of the shares of Common Stock shall be paid in
full upon exercise of the options. There are no redemption rights in connection
with the options. Under the terms of the Consulting Agreements, Principato and
Roberti are to assist and advise the Company concerning marketing, strategic
planning, and investor relations.
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
underlying the maximum number of options to be issued to the Selling Security
Holders, the exercise price for the Options, 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 Holder following completion of such offering (based on 13,857,063
shares of Common Stock of the Company outstanding at June 1, 1997).
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED PERCENTAGE
PURCHASE SHARES TO BE TO BE OWNED
NAME OF SELLING NUMBER OF SHARES TO EXERCISE OWNED AFTER AFTER
SECURITY HOLDER SHARES OWNED BE OFFERED PRICE OFFERING OFFERING
- --------------- ------------ ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Lawrence Principato 100,000* 50,000* 100,000 **
Todd Roberti 150,000* 50,000* 100,000 **
</TABLE>
* Represents shares of Common Stock underlying Options including 100,000
options issued to a corporation controlled by the selling security
holders.
** Less than 10%.
10
<PAGE>
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 13,857,063 shares were
outstanding as of June 1, 1997. 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
Fourth Quarter 10.25 5.75
1997
First Quarter 11.125 7.9375
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 1, 1997, the Company believes there were in excess of 300
holders of record of the Company's Common Stock.
11
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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.
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
12
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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
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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, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1997.
(c) The Company's Reports on Form 8-K-A dated March 26, 1997
and June 9, 1997.
(d) 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.
(e) 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.
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
i
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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 Options and Shares of the
Company were knowledgeable, sophisticated and had access to comprehensive
information relevant to the Company, such transactions were undertaken in
reliance on the exemption from registration provided by Section 4(2) of the Act.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
(4)(a) Consulting Agreement with Todd Roberti dated June 12,
1997.
(4)(b) Consulting Agreement with Lawrence Principato dated
June 12, 1997.
ii
<PAGE>
(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
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 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
iii
<PAGE>
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 30th
day of June, 1997.
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) June 30, 1997
- ----------------------
Brian A. Kahan
Controller (Principal
/S/GARY SPLAIN Accounting Officer) June 30, 1997
- ----------------------
Gary Splain
/S/ROBERT GARDNER Director June 30, 1997
- ----------------------
Robert Gardner
/S/MALCOLM LEONARD Director June 30, 1997
- ----------------------
Malcolm Leonard
/S/ROBERT EDELHEIT Director June 30, 1997
- ----------------------
Robert Edelheit
/S/PAUL H. HEIMBERG Director June 30, 1997
- ----------------------
Paul H. Heimberg
v
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(4)(a) Consulting Agreement with Todd Roberti dated June 12,
1997.
(4)(b) Consulting Agreement with Lawrence Principato dated
June 12, 1997.
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
to the issuance of shares of securities pursuant to the
above Consulting Agreements.
(23.2) Consent of independent certified public accountants
TODD ROBERTI
1 LOVEYS DRIVE
FLORHAM PARK, NEW JERSEY 07932
----------------
June 12, 1997
Mr. Brian A. Kahan
CompScript, Inc.
1225 Broken Sound Parkway N.W.
Suite A
Boca Raton, Florida 33481
RE: CONSULTING AGREEMENT
Gentlemen:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. APPOINTMENT OF TODD ROBERTI. CompScript, Inc. (the "Company") hereby
engages Todd Roberti ("Roberti") and Roberti hereby agrees to render services to
the Company as a management consultant and advisor.
2. DUTIES. During the term of this Agreement Roberti shall provide
advice to, undertake for and consult with the Company concerning marketing,
strategic planning, and investor relations.
3. TERM. The term of this Consulting Agreement shall be for a twelve
(12) period commencing on the date hereof.
4. COMPENSATION.
As compensation for his services hereunder, Roberti shall be issued
options to purchase 50,000 shares of Common Stock, $.0001 par value (the
"Shares") at $5.00 per share. The options expire June 1, 1998 and are
exercisable in 10,000 increments.
5. SHARE RESTRICTION. Appropriate investment restrictions shall be
noted against the Shares upon issuance.
6. EXPENSES. Roberti shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Roberti may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with the Company.
<PAGE>
Mr. Brian A. Kahan
June 12, 1997
Page 2
7. REGISTRATION. The Company agrees to provide Roberti with
registration rights at the Company's cost and expense and include the Shares in
a registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. CONFIDENTIALITY. Roberti will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Roberti in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
9. INDEPENDENT CONTRACTOR. Roberti and the Company hereby acknowledge
that Roberti is an independent contractor. Roberti shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of the Company.
10. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Very truly yours,
/S/ TODD ROBERTI
------------------------
TODD ROBERTI
ACCEPTED AND AGREED TO as
of the 24th day of June, 1997.
COMPSCRIPT, INC.
By: /S/ BRIAN A. KAHAN
---------------------------
Brian A. Kahan, President
LAWRENCE PRINCIPATO
25 JENNA LANE
STATEN ISLAND, NEW YORK 10304
----------------
June 12, 1997
Mr. Brian A. Kahan
CompScript, Inc.
1225 Broken Sound Parkway N.W.
Suite A
Boca Raton, Florida 33481
RE: CONSULTING AGREEMENT
Gentlemen:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. APPOINTMENT OF LAWRENCE PRINCIPATO. CompScript, Inc. (the "Company")
hereby engages Lawrence Principato ("Principato") and Principato hereby agrees
to render services to the Company as a management consultant and advisor.
2. DUTIES. During the term of this Agreement Principato shall provide
advice to, undertake for and consult with the Company concerning marketing,
strategic planning, and investor relations.
3. TERM. The term of this Consulting Agreement shall be for a twelve
(12) period commencing on the date hereof.
4. COMPENSATION.
As compensation for his services hereunder, Principato shall
be issued options to purchase 50,000 shares of Common Stock, $.0001 par value
(the "Shares") at $5.00 per share. The options expire June 1, 1998 and are
exercisable in 10,000 increments.
5. SHARE RESTRICTION. Appropriate investment restrictions shall be
noted against the Shares upon issuance.
6. EXPENSES. Principato shall be entitled to reimbursement by the
Company of such reasonable out-of-pocket expenses as Principato may incur in
performing services under this Consulting Agreement. Any expenses shall be
approved in advance with the Company.
<PAGE>
Mr. Brian A. Kahan
June 12, 1997
Page 2
7. REGISTRATION. The Company agrees to provide Principato with
registration rights at the Company's cost and expense and include the Shares in
a registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. CONFIDENTIALITY. Principato will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Principato in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
9. INDEPENDENT CONTRACTOR. Principato and the Company hereby
acknowledge that Principato is an independent contractor. Principato shall not
hold itself out as, nor shall it take any action from which others might infer,
that it is a partner of, agent of or a joint venturer of the Company.
10. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Very truly yours,
/S/ LAWRENCE PRINCIPATO
--------------------------
LAWRENCE PRINCIPATO
ACCEPTED AND AGREED TO as
of the 24th day of June, 1997.
COMPSCRIPT, INC.
By: /S/ BRIAN A. KAHAN
----------------------------
Brian A. Kahan, President
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
ATTORNEYS AT LAW
NEW RIVER CENTER /bullet/ SUITE 1900
200 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE (954) 763-1200
MIAMI (305) 940-7847
WEST PALM BEACH (561) 737-2627
FACSIMILE (954) 766-7800
--------
MAILING ADDRESS:
POST OFFICE BOX 14610
FORT LAUDERDALE, FLORIDA 33302-4610
July 1, 1997
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 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 100,000
shares of Common Stock, par value $.0001 per share (the "Common Stock"), issued
pursuant to Agreements with Todd Roberti and Lawrence Principato (collectively
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
<PAGE>
have necessarily assumed the correctness and completeness of the statements made
or included therein by the Company and we express no opinion thereon.
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.
/S/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Consulting Agreements With Lawrence Principato and Todd
Roberti of CompScript, Inc. of our report dated March 31, 1997, with respect to
the consolidated financial statements of CompScript, Inc. (CompScript) included
in its Annual Report (Form 10-KSB) for the year ended December 31, 1996, our
report dated January 24, 1997, with respect to the financial statements of
Medical Services Consortium, Inc. included in CompScript's Current Report (Form
8-K/A) dated March 26, 1997 and our report dated March 14, 1997, with respect to
the financial statements of Hytree Pharmacy, Inc. included in CompScript's
current Report (Form 8-K/A) dated June 9, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
Ernst & Young LLP
West Palm Beach, Florida
June 26, 1997
