<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
GULF SOUTH MEDICAL SUPPLY, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 64-0831411
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
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)
--------------------
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)
--------------------
Copy to:
WILLIAM B. ASHER, JR., ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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: [X]
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: [ ] __________
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
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title to Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Share (1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share..... 55,000 shares $18.625 $1,024,375 $354.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices for the Company's
Common Stock as reported on the Nasdaq National Market System on
August 21, 1996.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. *
* A registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may *
* not be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
--------------------
SUBJECT TO COMPLETION DATED AUGUST 28, 1996
PROSPECTUS
55,000 Shares
GULF SOUTH MEDICAL SUPPLY, INC.
COMMON STOCK
--------------------
This Prospectus relates to the resale of up to 55,000 shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"),
of Gulf South Medical Supply, Inc. ("Gulf South" or the "Company") by a certain
stockholder of the Company (the "Selling Stockholder"). The Selling
Stockholder may sell the Shares from time to time in transactions on the Nasdaq
National Market, in negotiated transactions, through the writing of options on
the Shares, or a combination of such methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. The Selling
Stockholder may effect these transactions by selling the Shares to or through
broker-dealers, who may receive compensation in the form of discounts or
commissions from the Selling Stockholder or from the purchasers of the Shares
for whom the broker-dealers may act as an agent or to whom they may sell as
principal, or both. See "Selling Stockholder" and "Plan of Distribution." The
Company will not receive any of the proceeds from the sale of the Shares. The
Company has agreed to bear all of the expenses in connection with the
registration and sale of the Shares (other than selling commissions).
The Common Stock of the Company is quoted on the Nasdaq National
Market under the symbol GSMS. On August 27, 1996, the closing sale price of
the Common Stock was $20.50 per share.
INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER "RISK
FACTORS." SEE PAGE 6.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY COMMON STOCK
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH AN OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO ITS DATE.
--------------------
The date of this Prospectus is _______ __, 1996.
<PAGE> 3
This Prospectus contains certain statements of a forward-looking
nature relating to future events or the future financial performance of the
Company. Prospective investors are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, prospective investors should specifically consider
the various factors identified in this Prospectus, including the matters set
forth under the caption "Risk Factors," which could cause actual results to
differ materially from those indicated by such forward-looking statements.
ADDITIONAL 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"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street,
Chicago, IL 60621; and Seven World Trade Center, New York, NY 10048. Copies of
such material can be obtained from the Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is traded on the Nasdaq National Market, and
such reports, proxy statements and other information may be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
Additionally, the Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding the Company at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments, exhibits and schedules thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding
the contents of any agreement or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance
reference is made to the copy of such agreement filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including the exhibits and
schedules thereto, may be inspected at the public reference facilities
maintained by the Commission as described above, and copies of all or any part
thereof may be obtained from such facilities upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December
31, 1995, including portions of the Company's Proxy Statement dated March 15,
1996 for its Annual Meeting of Stockholders held on April 18, 1996;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, as amended by Form 10-Q/A, Amendment No. 1, filed on July 26, 1996;
(iii) Quarterly Report on Form 10-Q for the quarter ended June 30,
1996; and
(iv) The section entitled "Description of Registrant's Securities
to be Registered" contained in the Company's Registration Statement on Form 8-A
filed under the Exchange Act and declared effective on March 24, 1994,
including any amendment or reports filed for the purpose of updating such
description.
Each document subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the shares of Common Stock made hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such document. The Company will provide without charge to
each person, including any
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<PAGE> 4
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document described
above (other than exhibits). Requests for such copies should be directed to
Stanton Keith Pritchard, Secretary, Gulf South Medical Supply, Inc., 426
Christine Drive, Ridgeland, Mississippi 39157; telephone (601) 856-5900.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
3
<PAGE> 5
THE COMPANY
Gulf South is a leading national distributor of medical supplies and
related products to the long-term care industry. The Company provides products
and services to approximately 8,500 long-term care facilities in all 50 states.
The Company's customers range from independent nursing home operators to large
national chains offering a broad range of healthcare services, such as Beverly
Enterprises and Sun Heathcare Group, as well as home healthcare providers,
hospices and sub-acute, rehabilitative and transitional care providers. Through
its nine full-service regional distribution centers, the Company offers both
national coverage to multi-facility customers and local service to individual
facilities and independent operators. Gulf South believes that it has achieved
its success to date due to the expertise gained from more than eleven years of
focus on the long-term care industry and its strong commitment to providing
superior service to its customers.
According to the latest industry data available, sales of medical
supplies and related products to the nursing home segment of the long-term care
industry in the United States were more than $1.5 billion in 1993 and the
Company estimates that such sales are growing at an annual rate in excess of
10%. The Company also believes that the home healthcare and sub-acute care
segments are growing at a faster rate than the nursing home segment of the
long-term care industry. Economic, regulatory, political and demographic
factors are causing an increase in the demand for the services provided by
long-term care facilities and in the need for facility operators to provide
patients with a broader variety of medical supplies on a cost-effective basis.
In addition to the aging of the U.S. population, these factors include cost
containment measures initiated by public and private reimbursement programs and
the emergence of long-term care facilities as an effective non-hospital setting
in which sub-acute medical and rehabilitative care can be provided to medically
stable patients.
The Company believes that its ability to compete in the long-term care
market is enhanced by its emphasis on offering customers a single source for
over 10,000 products at competitive prices, coupled with convenient ordering
procedures, accurate and complete fulfillment of small and "broken case"
orders, and consistent and reliable deliveries. The Company estimates that it
ships more than 95% of all orders received on the same day the order is placed,
with a fill rate of 98%. The Company also provides its customers with
value-added services designed to assist in managing inventory usage and
controlling costs. These services include monthly usage reports, inventory
control/ancillary billing software, next-day invoicing and customized programs
such as bar code labeling and customer-specific ordering guides. In addition,
the Company utilizes its electronic data interface (EDI) capabilities to
streamline and simplify the ordering and invoicing process for certain of its
major customers, as well as to ensure accurate order entry and fulfillment.
The Company's net sales have grown at a compound annual rate of 42.0%
over the past five years, from $32 million in 1991 to $130 million in 1995.
Operating income over this period grew at a compound annual rate of 48.1%, from
$3.0 million in 1991 to $13.7 million in 1995. Net sales and operating income
for the six months ended June 30, 1996 were $84.9 million and $9.2 million
(before giving effect to merger costs and expenses of $512,000), respectively.
The Company believes that it is well-positioned to pursue growth opportunities
in the long-term care industry. The Company's principal growth strategies are
to increase its sales to existing customers by continuing to meet their product
and service needs as they grow, to add new customers, including large national
chains and group purchasing organizations, to expand its presence in the home
healthcare and sub-acute, rehabilitative and transitional care segments of the
long-term care industry, and to augment its internal growth with the
acquisition of distributors that serve complementary markets or that supplement
the Company's presence in existing markets.
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4
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The Company originally was incorporated in Mississippi in 1982 under
the name of Gulf South Supply Company of Mississippi ("Gulf South Mississippi")
and changed its name to Gulf South Medical Supply, Inc. in 1988. In 1993, the
Company was reincorporated in Delaware. The Company's principal executive
offices are located at 426 Christine Drive, Ridgeland, Mississippi 39157, and
its telephone number is (601) 856-5900. As used in this Prospectus, the terms
"Gulf South" and the "Company" refer to Gulf South Medical Supply, Inc., a
Delaware corporation, and its predecessor, unless the context otherwise
requires.
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<PAGE> 7
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
shares of Common Stock offered hereby.
Intense and Increasing Competition. The Company faces intense
competition from a variety of regional, local and national distributors.
Barriers to entry in the long-term care distribution industry are relatively
low, and the risk of new competitors entering the market, particularly on a
local level, is high. In response to competitive pressures, the Company has in
the past lowered, and may in the future lower, selling prices in order to
maintain or increase market share, which has resulted, and may in the future
result, in lower gross margins. Although several national distributors and
healthcare manufacturers presently sell to the long-term care market, to date
the long-term care market has not been a primary focus for such distributors
and manufacturers. However, national distributors and manufacturers, many of
which have substantially greater capital resources, sales and marketing
experience and distribution capabilities than the Company, may focus their
efforts more directly on the long-term care market. Hospitals that form
alliances with long-term care facilities to create integrated healthcare
networks may look to national distributors and manufacturers to furnish
products to their long-term care affiliates. Because the national distributors
may have cost advantages over the Company due to their ability to purchase
products in large volumes, the Company may experience significant pricing
pressures from these and other competitors which could adversely affect the
Company's business and operating results.
Risks Associated with Acquisition Strategy. A key element of the
Company's growth strategy is to augment its internal growth with the
acquisition of medical supply distributors, and inventory and facilities of
such distributors, that serve complementary markets or that supplement the
Company's presence in existing markets. Certain of these businesses may be
marginally profitable or unprofitable. In order to achieve anticipated
benefits from these acquisitions, the Company must successfully integrate the
acquired businesses with its existing operations and no assurance can be given
that the Company will be successful in this regard. The Company incurred
$512,000 in merger costs and expenses in the quarter ended March 31, 1996 in
connection with the acquisition of Bayer Medical Service Systems, Inc., and it
is likely that similar one-time merger costs and expenses may be incurred in
connection with any future acquisitions, including the write-off of unsold
inventory and unused assets. In addition, attractive acquisitions are
difficult to identify and complete for a number of reasons, including
competition among prospective buyers and the possible need to obtain regulatory
approvals. There can be no assurance that the Company will be able to complete
future acquisitions. In order to finance such acquisitions, it may be
necessary for the Company to raise additional funds either through public or
private financings, including bank borrowings. Any financing, if available at
all, may be on terms which are not favorable to the Company. The Company may
also issue shares of its Common Stock to acquire such businesses, which may
result in dilution to the Company's existing stockholders.
Concentration of Customers. The Company depends on a limited number
of large customers for a significant portion of its net sales. Consolidation
among long-term care providers and the growth of the Company's business with
large chains could increase such dependence. In the year ended December 31,
1995 and in the six months ended June 30, 1996, the Company's largest five
customers accounted for approximately 30.8% and 32.6%, respectively, of net
sales. Beverly Enterprises accounted for 16.6% of net sales for the year ended
December 31, 1995. As is customary in its industry, the Company does not
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<PAGE> 8
have any long-term contracts with its customers and sells on a purchase order
basis only. The loss of, or significant declines in the level of purchases by,
one or more of these customers would have a material adverse effect on the
Company's business and results of operations. Although the Company has not to
date experienced any failure to collect accounts receivable from its largest
customers, an adverse change in the financial condition of any of these
customers, including as a result of a change in governmental or private
reimbursement programs, could have a material adverse effect upon the Company's
results of operations or financial condition. In addition, the expansion of
the Company's business with large chains has in the past resulted in
competitive pricing pressures and lower operating margins and such pressure on
margins may continue in the future.
Risks of Business Growth and Changing Market Conditions. A key element
of the Company's growth strategy is to increase sales to existing and new
customers, including both large chains and independent operators, by adding one
or more new strategic distribution centers or expanding existing distribution
centers and by hiring additional direct sales or other personnel and through
national account sales efforts. Such efforts will result in increased
operating expenses. There can be no assurance that the establishment of new
strategic distribution centers, the expansion of existing distribution centers,
the addition of new sales or other personnel or national account sales efforts
will result in additional revenues or operating income. The Company's growth
plans also could place significant demands upon the Company's management and
financial resources. The expansion of the Company's business with large chains
has in the past resulted in competitive pricing pressures and lower operating
margins and such pressure on margins may continue in the future. As a result
of changes occurring in the long-term care market, both the nature of the
Company's customer base as well as products and services required by its
customers are changing. The failure of the Company's management to effectively
respond to and manage changing business conditions, including changes in
customer requirements and changes to the Company's overall product mix, could
have an adverse effect on the Company's business and results of operations. As
a result of these factors, the Company could experience fluctuations in
operating results.
Dependence on Management. The continued success of the Company's
operations will depend largely upon the continued services of its executive
officers, in particular Thomas G. Hixon, Guy W. Edwards and Steven L.
Richardson, who serve as President, Senior Vice President and Vice President of
Operations, respectively. The loss of service of one or more of such executive
officers could adversely affect the Company's business. The Company does not
have written employment agreements with any executive officer but does have
noncompetition agreements with such individuals, which extend for two years
after termination of employment. The Company presently maintains keyman life
insurance on Thomas G. Hixon in the amount of $1,500,000 and on Guy W. Edwards
and Steven L. Richardson, each in the amount of $500,000. The Company's future
success will also be dependent, in part, upon the Company's ability to attract
and retain additional qualified managers and employees.
Reliance on Centralized Business Systems and on Third Parties. Because
the Company believes that its success to date is dependent in part upon its
ability to provide prompt, accurate and complete service to its customers on a
price-competitive basis, any disruption in its day-to-day operations or
material increases in its cost of procuring and delivering products could have
an adverse effect on its results of operations. Any failure of either its
management information system or its telephone system, both of which are
located at the Company's principal distribution center in Jackson, Mississippi,
could adversely affect its ability to receive and process customer orders and
ship products on a timely basis. Any significant expansion of the Company's
business, either through the addition of new customers, expansion of business
with existing customers or through acquisitions, could also result in the need
to increase the capacity and capability of the Company's management information
system or telephone system. Strikes or other service interruptions affecting
United Parcel Service or other common carriers
7
<PAGE> 9
used by the Company to ship its products could also impair the Company's
ability to deliver products on a timely and cost-effective basis. In addition,
because the Company typically bears the cost of shipment to its customers, any
increase in shipping rates could have an adverse effect on the Company's
operating results.
In order to provide prompt and complete service to its customers, the
Company maintains a significant investment in product inventory (approximately
$21.1 million at June 30, 1996) at its nine warehouse locations. Although the
Company closely monitors its inventory exposure through a variety of inventory
control procedures and policies, there can be no assurance that such procedures
and policies will continue to be effective or that unforeseen product
developments or price changes will not adversely affect the Company's business
or results of operations. In addition, the Company may assume the inventory of
distributors that it acquires which includes product lines or operating assets
not normally carried or used by the Company. These product lines or assets may
be difficult to sell, resulting in the Company writing off any such unsold
inventory or unused assets in future periods.
National Health Care Reform. National health care reform has been the
subject of a number of legislative initiatives by Congress. Although the
Company is not itself presently subject to significant direct federal or state
regulation, its customers are highly regulated, and any legislative or
regulatory changes which affect them may also indirectly affect the Company.
Due to uncertainties regarding the ultimate features of health care reform
initiatives and their enactment and implementation, the Company cannot predict
which, if any, of such reform proposals will be adopted, when they may be
adopted or what impact they may have on the Company's customers or on the
Company. The actual announcement of reform proposals and the investment
community's reaction to such proposals, announcements by competitors of their
strategies to respond to reform initiatives and general proposals, and general
industry conditions could produce volatility in the trading and market price of
the Company's Common Stock.
Anti-Takeover Provisions; Possible Issuance of Preferred Stock. The
Company's Amended and Restated Certificate of Incorporation and By-laws contain
various provisions that may make it more difficult for a third party to
acquire, or may discourage acquisition bids for, the Company and could limit
the price that certain investors might be willing to pay in the future for
shares of the Company's Common Stock. In addition, the rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the
rights of any holders of Preferred Stock that may be issued in the future and
that may be senior to the rights of the holders of Common Stock.
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<PAGE> 10
SELLING STOCKHOLDER
The following table sets forth certain information with respect to the
Shares held by the Selling Stockholder. The Shares may be offered from time to
time by the Selling Stockholder. See "Plan of Distribution."
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering(1) Shares Offered After Offering(1)(2)
------------------------- Pursuant to this -------------------------
Name Number Percent Prospectus Number Percent
---- ------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Richard W. Bayer . . . . . . . . . 55,000 * 55,000 0 0
</TABLE>
- ---------------
* Less than 1% of the outstanding Common Stock.
(1) The number of shares of Common Stock deemed outstanding includes
16,264,923 shares of Common Stock outstanding as of August 26, 1996.
(2) Assumes that the Selling Stockholder will sell all of the Shares
registered hereunder. The Selling Stockholder may sell all or any
part of his Shares pursuant to this Prospectus.
The Selling Stockholder acquired his Shares in connection with the
Acquisition (as defined below).
In February, 1996, the Company acquired all of the outstanding shares
of capital stock of Bayer Medical Service Systems, Inc. ("Bayer Medical"), an
Ohio Corporation (the "Acquisition"), pursuant to a Stock Purchase Agreement
dated as of February 12, 1996 among Bayer Medical, Richard W. Bayer, as sole
stockholder, and Gulf South (the "Acquisition Agreement"). The Acquisition was
accomplished through an exchange of 151,724 shares of the Company's Common
Stock for all of the outstanding shares of capital stock of Bayer Medical.
Following the Acquisition, Richard W. Bayer became Vice President - Business
Development of Gulf South. The Acquisition has been accounted for under the
pooling-of-interests method. The purchase price and terms for the transaction
were determined in arms-length negotiations.
The Selling Stockholder represented to the Company that he was
acquiring the Shares as principal for his own account for investment and not
with a view to, or for sale in connection with, any distribution thereof in
contravention of the Securities Act or any other applicable securities
legislation. In recognition of the fact, however, that the Selling Stockholder
may want to be able to sell his shares when he considers it appropriate, in
connection with the Acquisition Agreement, the Company agreed to file the
Registration Statement with the Commission to effect the registration of the
resale of the Shares under the Securities Act and to use reasonable efforts to
keep the Registration Statement effective until February 29, 1998.
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<PAGE> 11
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholder for his own account. The Company is responsible for the expenses
incurred in connection with the registration of the Shares. The Company will
not receive any of the proceeds from this offering. The Selling Stockholder
will pay or assume brokerage commissions or other charges and expenses incurred
in the sale of the Shares.
The distribution of the Shares by the Selling Stockholder is not
subject to any underwriting agreement. The Shares covered by this Prospectus
may be sold by the Selling Stockholder or by pledgees, donees, transferees or
other successors in interest. The Shares offered by the Selling Stockholder
may be sold from time to time in transactions on the Nasdaq National Market, in
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices. In addition, the Selling
Stockholder may sell his Shares covered by this Prospectus through customary
brokerage channels, either through broker-dealers acting as agents or brokers,
or through broker-dealers acting as principals, who may then resell the Shares,
or at private sale or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholder may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions, commissions, or fees from
the Selling Stockholder and/or purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Any broker-dealers that participate with the Selling
Stockholder in the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of Shares placed
by them might be deemed to be underwriting discounts and commissions within the
meaning of the Securities Act, in connection with such sales.
Any shares covered by the Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
Since the Selling Stockholder is not restricted as to the price or
prices at which he may sell his Shares, sales of such Shares at less than the
market prices may depress the market price of the Company's Common Stock.
Harris Trust and Savings Bank, 311 West Monroe, Chicago, Illinois
60690, is the transfer agent for the Company's Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company and the Selling Stockholder by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts. A partner of Testa, Hurwitz & Thibeault,
LLP is the holder of 2,000 shares of Common Stock.
EXPERTS
The financial statements and financial statement schedule of the
Company appearing or incorporated by reference in the Company's Annual Report
(Form 10K) for the year ended December 31, 1995, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon included
or incorporated by reference therein and incorporated herein by reference. Such
financial statements and financial statement schedule are incorporated herein
by reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<CAPTION>
AMOUNTS*
--------
<S> <C>
SEC Registration fee . . . . . . . . . . . . . . . . . . . . . . . . $ 354
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . 10,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 646
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,000
========
</TABLE>
The Company will bear all expenses shown above.
- ---------------
* All amounts are estimated, except SEC Registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law, Article Tenth of the Company's
Amended and Restated Certificate of Incorporation, and Article 7 of the
Company's By-laws provide for indemnification of the Company's directors and
officers for liabilities and expenses that they may incur in such capacities.
In general, directors and officers are indemnified with respect to actions
taken in good faith in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any criminal action
or proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful.
The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
11
<PAGE> 13
ITEM 16. EXHIBITS
Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1(1) -- Specimen certificate representing the Common Stock.
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).
24.1 -- Power of Attorney (included on page 14).
</TABLE>
(1) Incorporated herein by reference to the exhibit (of the same exhibit
number) to the Company's Registration Statement on Form S-1 (File No.
33-75170).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered ) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
12
<PAGE> 14
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, 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.
13
<PAGE> 15
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 August
28, 1996.
GULF SOUTH MEDICAL SUPPLY, INC.
By: /s/ THOMAS G. HIXON
-----------------------------
Thomas G. Hixon
President
We, the undersigned officers and directors of Gulf South Medical
Supply, Inc., hereby severally constitute and appoint Thomas G. Hixon and Guy
W. Edwards, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-3 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, in each case, with the Securities and
Exchange Commission, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Gulf South
Medical Supply, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ THOMAS G. HIXON President, Chief Executive Officer and Director
- ------------------------- (principal executive officer) August 28, 1996
Thomas G. Hixon
/s/ GUY W. EDWARDS Vice President of Finance, Chief Financial Officer,
- ------------------------- Treasurer and Director (principal financial and
Guy W. Edwards accounting officer) August 28, 1996
/s/ DAVID L. BOGETZ Director August 28, 1996
- -------------------------
David L. Bogetz
/s/ MELVIN L. HECKTMAN Director August 28, 1996
- -------------------------
Melvin L. Hecktman
/s/ WILLIAM W. McINNES Director August 28, 1996
- -------------------------
William W. McInnes
</TABLE>
14
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
4.1(1) -- Specimen certificate representing the Common Stock.
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).
24.1 -- Power of Attorney (included on page 14).
</TABLE>
- ---------------
(1) Incorporated herein by reference to the exhibit (of the same exhibit
number) to the Company's Registration Statement on Form S-1 (File No.
33-75170).
<PAGE> 1
EXHIBIT 5.1
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street, High Street Tower
Boston, MA 02110
August 28, 1996
Gulf South Medical Supply, Inc.
426 Christine Drive
Ridgeland, MS 39157
Re: Gulf South Medical Supply, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Gulf South Medical Supply, Inc., a
Delaware corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the offer and sale to the public of up
to 55,000 shares of Common Stock, par value $.01 per share, of the Company (the
"Shares") to be sold from time to time by a stockholder of the Company.
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and issuance of the
Shares. We have also examined and relied upon originals or copies, certified
or otherwise authenticated to our satisfaction, of all corporate records,
documents, agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion that
the Shares are duly authorized, validly issued, 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
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-3 and related Prospectus of Gulf South
Medical Supply, Inc. for the registration of 55,000 shares of its common stock
and to the incorporation therein of our reports dated February 14, 1996, except
for Note 2, as to which the date is April 19, 1996, with respect to the
financial statements of Gulf South Medical Supply, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Jackson, Mississippi
August 27, 1996
