<PAGE> 1
As Filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
EXPRESS SCRIPTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1420563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14000 Riverport Drive
Maryland Heights, Missouri 63043
(Address, including zip code, of registrant's principal executive offices)
AMENDED AND RESTATED 1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Barrett A. Toan
President and Chief Executive Officer
Express Scripts, Inc.
14000 Riverport Drive
Maryland Heights, Missouri 63043
(314) 770-1666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount Offering Price Aggregate Amount of
to be Registered to be Registered Per Share <F1> Offering Price <F1> Registration Fee <F1>
- -------------------------- ------------------ ---------------- ------------------- ---------------------
<C> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 94,000 Shares <F2> $46.75 $4,394,500 $1,515.34
============================================================================================================
(Continued)
<PAGE> 2
<FN>
<F1> Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee.
Proposed maximum offering price represents the average high and low reported market prices of the
Registrant's Class A Common Stock on May 20, 1996 with respect to securities for which options have
not been granted.
<F2> This Registration Statement also covers such additional shares of Class A Common Stock as may be
issuable pursuant to antidilution provisions.
</TABLE>
This Registration Statement registers additional securities of the same class
as other securities for which a registration statement on this form relating to
the same employee benefit plan is effective. Consequently, pursuant to General
Instruction E of Form S-8, the contents of the Registration Statement on
Form S-8 filed by Express Scripts, Inc. (the "Company") on June 10, 1993,
Registration No. 33-64094 are incorporated by reference into this Registration
Statement.
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Maryland Heights, State of Missouri, on May 22,
1996.
EXPRESS SCRIPTS, INC.
By: /s/ Barrett A. Toan
---------------------------------
Barrett A. Toan, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Barrett A. Toan, Stuart L. Bascomb, Thomas M. Boudreau and Jeannette L. Austin
and each of them (with full power to each of them to act alone), his or her
true and lawful attorneys in fact and agents for him or her and on his or her
behalf and in his or her name, place and stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with exhibits and any and all
other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other governmental or regulatory authority), granting unto
said attorneys, and each of them, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and
purposes as he or she might or could do if personally present, hereby ratifying
and confirming all that said attorneys in fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ------------------------------ --------------------------------- ------------
/s/ Barrett A. Toan President, Chief Executive May 22, 1996
- ------------------------------ Officer and Director
Barrett A. Toan
/s/ Stuart L. Bascomb Executive View President and May 22, 1996
- ------------------------------ Chief Financial Officer
Stuart L. Bascomb (Principal Financial Officer)
/s/ Joseph W. Plum Controller May 22, 1996
- ------------------------------ (Principal Accounting Officer)
Joseph W. Plum
/s/ Bernard N. Del Bello Director May 22, 1996
- ------------------------------
Bernard N. Del Bello
<PAGE> 4
Name Title Date
- ------------------------------ --------------------------------- ------------
/s/ Lee M. Gammill, Jr. Director May 22, 1996
- ------------------------------
Lee M. Gammill, Jr.
/s/ Richard M. Kernan, Jr. Director May 22, 1996
- ------------------------------
Richard M. Kernan, Jr.
/s/ Richard A. Norling Director May 22, 1996
- ------------------------------
Richard A. Norling
/s/ Frederick J. Sievert Director May 22, 1996
- ------------------------------
Frederick J. Sievert
/s/ Stephen N. Steinig Director May 22, 1996
- ------------------------------
Stephen N. Steinig
/s/ Seymour Sternberg Director May 22, 1996
- ------------------------------
Seymour Sternberg
/s/ Howard L. Waltman Director May 22, 1996
- ------------------------------
Howard L. Waltman
/s/ Norman Zachary Director May 22, 1996
- ------------------------------
Norman Zachary
<PAGE> 5
EXPRESS SCRIPTS, INC.
EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------------
5.1 Opinion of Thomas M. Boudreau, Esq., Senior Vice President,
General Counsel and Corporate Secretary of the Company
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Counsel to Express Scripts, Inc. (included in
Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
<PAGE> 1
EXHIBIT 5.1
May 22, 1996
Express Scripts, Inc.
14000 Riverport Drive
Maryland Heights, Missouri 63043
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Express
Scripts, Inc., a Delaware corporation (the "Company"), and in such capacity I
am familiar with the Registration Statement on Form S-8 to which this opinion
is filed as an exhibit (the "Registration Statement"), which registers under
the Securities Act of 1933, as amended (the "Securities Act"), 94,000 shares of
Class A Common Stock, par value $0.01, of the Company (the "Shares"), which are
to be issued upon exercise of options granted under the Company's Amended and
Restated 1992 Stock Option Plan for Outside Directors as amended by the First
Amendment thereto (the "Plan").
I have examined originals or copies, certified or otherwise, identified to
my satisfaction of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purposes of the
opinion expressed herein. I have assumed the genuineness of all signatures on
all documents examined by me, the authenticity of all documents submitted to me
as originals, and the conformity to authentic originals of all documents
submitted to me as certified or photostatic copies. I have also assumed the
due authorization, execution and delivery of all documents.
On the basis of the foregoing, I am of the opinion that when the
Registration Statement, including any amendments thereto, shall have become
effective under the Securities Act, and the Shares have been issued in
accordance with the terms of the Plan, then the Shares will be legally issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other than Federal
law and Corporation Law of the State of Delaware.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to your filing copies of this opinion as an exhibit
to the Registration Statement with such agencies of such states as you deem
necessary in the course of complying with the laws of such states regarding the
offering and sale of the Shares. In giving this consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Yours truly,
/S/ THOMAS M. BOUDREAU
Thomas M. Boudreau
Senior Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1996 appearing on page 25
of the 1995 Annual Report to shareholders of Express Scripts, Inc., which is
incorporated by reference in Express Scripts, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 22 of such Annual Report on Form 10-K.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
May 22, 1996
