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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GULF SOUTH MEDICAL SUPPLY, INC.
(Exact Name of Registrant As Specified In Its Charter)
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<S> <C>
DELAWARE 64-0831411
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
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426 CHRISTINE DRIVE
RIDGELAND, MISSISSIPPI 39157
(601) 856-5900
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
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THOMAS G. HIXON
PRESIDENT
GULF SOUTH MEDICAL SUPPLY, INC.
426 CHRISTINE DRIVE
RIDGELAND, MISSISSIPPI 39157
(601) 856-5900
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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Copies to:
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WILLIAM B. ASHER, JR., ESQ. LARRY A. BARDEN, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP SIDLEY & AUSTIN
HIGH STREET TOWER ONE FIRST NATIONAL PLAZA
125 HIGH STREET CHICAGO, IL 60603
BOSTON, MASSACHUSETTS 02110 (312) 853-7000
(617) 248-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: /X/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE
TITLE TO EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
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Common Stock, $0.01 par value
per share.................... 239,517 shares $43.25 $10,359,110 $3,573
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(1) Includes 31,241 shares which the Underwriters have the option to purchase
from the Company to cover over-allotments, if any.
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THE UNDERSIGNED REGISTRANT HEREBY INCORPORATES BY REFERENCE HEREIN THE
CONTENTS OF REGISTRATION STATEMENT NO. 333-03073. THIS REGISTRATION STATEMENT IS
BEING FILED PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, TO REGISTER AN ADDITIONAL 239,517 SHARES OF COMMON STOCK, $.01 PAR
VALUE, OF GULF SOUTH MEDICAL SUPPLY, INC.
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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-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Jackson, Mississippi on June 6, 1996.
GULF SOUTH MEDICAL SUPPLY, INC.
By: /s/ THOMAS G. HIXON
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Thomas G. Hixon
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.
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SIGNATURE TITLE(S) DATE
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/s/ THOMAS G. HIXON President, Chief Executive Officer
- --------------------------------------------- and Director (principal
Thomas G. Hixon executive officer)
June 6, 1996
/s/ GUY W. EDWARDS* Vice President of Finance, Chief
- --------------------------------------------- Financial Officer, Treasurer and
Guy W. Edwards Director (principal financial
and accounting officer)
June 6, 1996
/s/ DAVID L. BOGETZ* Director June 6, 1996
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David L. Bogetz
/s/ MELVIN L. HECKTMAN* Director June 6, 1996
- ---------------------------------------------
Melvin L. Hecktman
/s/ WILLIAM W. McINNES* Director June 6, 1996
- ---------------------------------------------
William W. McInnes
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* The undersigned, Thomas G. Hixon, by signing his name hereto, does hereby
execute this Registration Statement on behalf of each of the above-named
persons pursuant to powers of attorney executed by such persons and filed with
the Securities and Exchange Commission.
/s/ THOMAS G. HIXON
Thomas G. Hixon
President
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION PAGE
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5.1 -- Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1).
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TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower
125 High Street
Boston, MA 02110
June 6, 1996
Gulf South Medical Supply, Inc.
426 Christine Drive
Ridgeland, MS 39157
Re: Registration Statement on Form S-3
Relating to Shares of Common Stock
Dear Sir or Madam:
This opinion relates to an aggregate of 239,517 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Gulf South Medical Supply, Inc.
(the "Company"), which are the subject matter of a Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on June 6, 1996 (the
"Registration Statement").
The 239,517 shares of Common Stock covered by the Registration Statement
are being sold by the Company and include 31,241 shares subject to an
over-allotment option granted by the Company to the underwriters to be named in
the prospectus (the "Prospectus") incorporated by reference in the Registration
Statement.
Based upon such investigation as we have deemed necessary, we are of the
opinion that when the shares of Common Stock to be sold by the Company pursuant
to the Prospectus have been issued and paid for in accordance with the
Prospectus, such shares of Common Stock will have been validly issued and will
be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 14, 1996 (except for Note 2, as to which
the date is April 19, 1996) in the Registration Statement (Form S-3) and related
Prospectus of Gulf South Medical Supply, Inc. for the registration of 239,517
shares of its common stock and to the incorporation by reference therein of our
report dated February 14, 1996, with respect to the financial statement schedule
of Gulf South Medical Supply, Inc. for the year ended December 31, 1995 included
in the Annual Report (Form 10-K) for 1995 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Jackson, Mississippi
June 6, 1996
