<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1997
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
GULF SOUTH MEDICAL SUPPLY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 64-0831411
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE WOODGREEN PLACE
MADISON, MISSISSIPPI 39110
(Address of Principal Executive Offices) (Zip Code)
---------------------
GULF SOUTH MEDICAL SUPPLY, INC.
1997 STOCK PLAN
(Full Title of the Plan)
---------------------
THOMAS G. HIXON
GULF SOUTH MEDICAL SUPPLY, INC.
ONE WOODGREEN PLACE
MADISON, MISSISSIPPI 39110
(Name and Address of Agent For Service)
601-856-5900
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
WILLIAM B. ASHER, JR., ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ------------------- --------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 245,000 shares $20.49(1) $ 5,020,050 $1,522
par value 605,000 shares $19.25(2) $11,646,250 $3,530
Total 850,000
=======
</TABLE>
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(1) All shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
Securities Act of 1933, the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
(2) None of such shares are subject to outstanding options. The exercise
price of such options shall be determined at the time of grant. Accordingly,
pursuant to Rule 457(c) and (h)(1), the price of $19.25 per share, which is
the average of the high and low prices reported on the Nasdaq National Market
on July 2, 1997, is set forth solely for purposes of calculating the filing
fee.
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f
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Commission and the instructions to Form
S-8, such documents are not being filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated in this Registration Statement by reference as of their
respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed pursuant to the Exchange Act which
contains audited financial statements for the fiscal year ended
December 31, 1996.
(b) The Registrant's Current Report on Form 8-K dated December 26,
1996, filed on January 9, 1997.
(c) Amendment No. 1 to the Registrant's Current Report on Form 8-K
dated December 26, 1996, filed on March 11, 1997.
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997 filed with the Commission on May 14, 1997.
(e) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the Exchange Act and
declared effective March 24, 1994, including any amendment or reports
filed for the purpose of updating such description.
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All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and the Registrant's Charter and
by-laws provide for indemnification of the Registrant's directors and officers
or 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 Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's charter and by-laws filed as
exhibits 3.1 and 3.2 to the Registrant's Registration Statement No. 33-75170 on
Form S-1, as amended, respectively.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, No. 33-75170.).
4.2 Amended and Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, No. 33-75170.).
4.3 Specimen Stock Certificate representing the Common Stock of the
Registrant (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, No. 33-75170.).
4.4 1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.).
4.5 Form of the Registrant's Incentive Stock Option Agreement under
the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.).
4.6 Form of the Registrant's Non-Qualified Stock Option Agreement
under the 1997 Stock Plan (Incorporated by reference to Exhibit
10.11 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.).
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 (found on Page 8 of this Registration Statement)
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ITEM 9. UNDERTAKINGS.
(a) 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, represent
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.
(b) 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 Section
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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
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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 city of Madison, state of Mississippi, on this 8th day of
June, 1997.
GULF SOUTH MEDICAL SUPPLY, INC.
By: /s/ THOMAS G. HIXON
---------------------------------------
Thomas G. Hixon
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
hereby constitutes and appoints Thomas G. Hixon and Guy W. Edwards and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Gulf South Medical
Supply, Inc., and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said 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 fully to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title(s) Date
--------- -------- ----
/s/ THOMAS G. HIXON President, Chief Executive Officer June 8, 1997
------------------------- and Chairman of the Board
Thomas G. Hixon (principal executive officer)
/s/ JOHN L. VAUGHAN, JR. Vice President Finance and June 8, 1997
------------------------- Controller
John L. Vaughan, Jr. (principal financial and
accounting officer)
Director , 1997
------------------------- ------
Guy W. Edwards
/s/ DAVID L. BOGETZ Director June 8, 1997
-------------------------
David L. Bogetz
/s/ MELVIN L. HECKTMAN Director June 8, 1997
-------------------------
Melvin L. Hecktman
/s/ WILLIAM W. MCINNES Director June 8, 1997
-------------------------
William W. McInnes
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, No. 33-75170.).
4.2 Amended and Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, No. 33-75170.).
4.3 Specimen Stock Certificate representing the Common Stock of the
Registrant (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, No. 33-75170.).
4.4 1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.).
4.5 Form of the Registrant's Incentive Stock Option Agreement under
the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.).
4.6 Form of the Registrant's Non-Qualified Stock Option Agreement
under the 1997 Stock Plan (Incorporated by reference to Exhibit
10.11 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.).
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 (found on Page 8 of this Registration Statement)
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EXHIBIT 5.1
July 7, 1997
Gulf South Medical Supply, Inc.
One Woodgreen Place
Madison, MS 39110
Re: Registration Statement on Form S-8 Relating to the
Gulf South Medical Supply, Inc. 1997 Stock Plan (the "Plan")
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Gulf South Medical Supply, Inc.
(the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 850,000 shares
of Common Stock, $.0l par value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members only of the Bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America, and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
Exhibit 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by references in the Registration Statement
(Form S-8 No. 333-____) pertaining to the registration of 850,000 shares of
Gulf South Medical Supply, Inc. common stock for the Gulf South Medical Supply,
Inc. 1997 Stock Plan of our report dated February 7, 1997, with respect to the
consolidated financial statements and schedule of Gulf South Medical Supply,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
Jackson, Mississippi
July 7, 1997
/s/ ERNST & YOUNG
