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As filed with the Securities and Exchange Commission on November 22, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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D & K Healthcare Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-1465483
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8000 Maryland Avenue, Suite 920, St. Louis, Missouri 63105
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
AMENDED & RESTATED 1992 LONG TERM INCENTIVE PLAN
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(Full title of the plans)
J. Hord Armstrong, III
D & K Healthcare Resources, Inc.
8000 Maryland Avenue, Suite 920
St. Louis, MO 63105
(Name and Address of Agent for Service)
(314) 727-3485
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
John Gillis, Esq.
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
(314) 621-5070
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Amount of Proposed Maximum Proposed Maximum Amount of
Shares To Be Offering Price Per Aggregate Offering Registration
Title of Securities To Be Registered Registered(1) Share (2) Price (2) Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share, and associated 650,000 $15.375 $9,993,750.00 $2,739.00
preferred stock purchase rights
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(1) Plus such additional shares and rights as may be issued by reason of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h)(1) and 457(c) and based
upon the average of high and low trading prices of registrant's Common
Stock as quoted on the Nasdaq National Market on November 16, 2000.
(3) Includes a minimum registration fee of $100 for the preferred stock
purchase rights.
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EXPLANATORY NOTE
This registration statement is being filed to register an additional
650,000 shares of D & K Healthcare Resources, Inc. ("D & K") common stock and
associated preferred stock purchase rights in connection with D & K's Amended
and Restated 1992 Long Term Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E to Form S-8, D & K incorporates by
reference the contents of D & K's Registration Statement on Form S-8 (File No.
33-88714) as filed with the Securities and Exchange Commission on January 24,
1995, except as may be modified by the information set forth in this document.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees, and agents of
D & K may be indemnified against liabilities that they incur in such capacity.
Article VIII of D & K's Restated Certificate of Incorporation and Article
VII of D & K's Bylaws provide for indemnification of directors and officers of D
& K.
In addition, D & K maintains directors' and officers' liability insurance
for the benefit of its directors and officers.
ITEM 8. EXHIBITS.
The Exhibits listed in the Exhibit Index below, hereby incorporated by
reference, are filed as a part of this Registration Statement.
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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 County of St. Louis, State of Missouri, on November 9, 2000.
D & K HEALTHCARE RESOURCES, INC.
(Registrant)
By: /s/ J. Hord Armstrong III
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J. Hord Armstrong, III
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of D & K Healthcare Resources,
Inc., hereby severally constitute and appoint J. Hord Armstrong, III and Thomas
S. Hilton and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for each of us in our name,
place, and stead, in any and all capacities, to sign D & K Healthcare Resources,
Inc.'s Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes 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 indicated and on the dates indicated.
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<CAPTION>
<S> <C> <C>
November 9, 2000 /s/ J. Hord Armstrong III Chairman, Chief
------------------------- Executive Officer and
J. Hord Armstrong, III Director
November 9, 2000 /s/ Thomas S. Hilton Senior Vice President
------------------------- and Chief Financial
Thomas S. Hilton Officer
November 9, 2000 /s/ Martin D. Wilson President, Chief
------------------------- Operating Officer and
Martin D. Wilson Director
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<TABLE>
<CAPTION>
<S> <C> <C>
November 9, 2000 /s/ Richard F. Ford Director
-------------------------
Richard F. Ford
November 9, 2000 /s/ Harvey C. Jewett, IV Director
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Harvey C. Jewett, IV
November 9, 2000 /s/ Robert E. Korenblat Director
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Robert E. Korenblat
November , 2000 Director
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Bryan H. Lawrence
November 9, 2000 /s/ Thomas F. Patton, Director
Ph. D.
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Thomas F. Patton, Ph.D.
November , 2000 Director
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Louis B. Susman
November 9, 2000 /s/ James M. Usdan Director
-------------------------
James M. Usdan
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<S> <C>
4 Form of Rights Agreement dated as of November 12, 1998 between
registrant and Harris Trust and Savings Bank as Rights Agent,
filed as an exhibit to Form 8-K dated November 17, 1998.
5 Opinion of Armstrong Teasdale LLP regarding legality of shares
being registered.
15 Omitted - Inapplicable
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Armstrong Teasdale LLP (incorporated in Exhibit 5)
24 Powers of Attorney (See Signature Page).
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