<PAGE> 1
As filed with the Securities and Exchange Commission on October 29, 1996.
File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHYSICIAN SALES & SERVICE, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-2280364
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7800 BELFORT PARKWAY, SUITE 250
JACKSONVILLE, FLORIDA 32256
(904) 281-0011
(Address, including zip code, and telephone number of Principal Executive
Offices)
AMENDED AND RESTATED 1994 LONG TERM INCENTIVE PLAN
AMENDED AND RESTATED DIRECTORS' STOCK PLAN
(Full Title of the Plan)
PATRICK C. KELLY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PHYSICIAN SALES & SERVICE, INC.
7800 BELFORT PARKWAY, SUITE 250
JACKSONVILLE, FLORIDA 32256
(904) 281-0011
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered(1) Offering Price Aggregate Registration
Per Share(2) Offering Price(2) Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 1,655,000 shares $21.125 $34,961,875 $10,595
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) An aggregate of 2,190,000 shares of PSS Common Stock are available for
issuance under the Amended and Restated 1994 Long Term Incentive Plan and
200,000 shares of PSS Common Stock are available for issuance under the
Amended and Restated Directors' Stock Plan (the "Plans"). The Registrant
has previously filed a Registration Statement on Form S-8 with respect to
735,000 shares issuable under the Plans. This Registration Statement also
covers any additional shares that may hereafter become issuable as a result
of the adjustment and anti-dilution provisions of the Plans.
(2) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq National Market System on October 28,
1996.
<PAGE> 2
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant's Registration Statement on Form S-8 with respect to
the 1994 Long Term Incentive Plan and the Directors Stock Plan filed with the
Securities and Exchange Commission on March 14, 1995 (File No. 33-90464) is
hereby incorporated by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4(a) Amended and Restated Articles of Incorporation, as amended, of
the Registrant (incorporated by reference from Registrant's
Registration Statement on Form S-3, effective November 13,
1995, Registration No. 33-97524)
4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference from Registrant's Annual Report on Form S-1,
Registration No. 33-76580)
5(a) Opinion of Counsel to the Registrant
23(a) Consent of Counsel (included in Exhibit 5(a))
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Price Waterhouse LLP
24(a) Power of Attorney (included in Part II of this Registration
Statement)
99(a) Amended and Restated 1994 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.9 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, File No. 0-23832))
99(b) Amended and Restated Directors' Stock Plan (incorporated by
reference to Exhibit 10.8 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996, File No. 0-
23832)
(signatures on following page)
</TABLE>
II-1
<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 Jacksonville, Florida, on October 29, 1996.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Patrick C. Kelly
-----------------------------------
Patrick C. Kelly
Chief Executive Officer
II-2
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Patrick C. Kelly and David A. Smith, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in- fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 29, 1996.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Patrick C. Kelly Chairman of the Board, Chief Executive
- ---------------------------------------------
Patrick C. Kelly Officer and Director (principal executive officer)
/s/ David A. Smith Vice President, Chief Financial Officer and Assistant
- --------------------------------------------- Secretary and Director (principal financial and accounting
David A. Smith officer)
/s/ John F. Sasen, Sr. Director
- ---------------------------------------------
John F. Sasen, Sr.
/s/ Delmer W. Dallas Director
- ---------------------------------------------
Delmer W. Dallas
Director
- ---------------------------------------------
William C. Mason
/s/ T. O'Neal Douglas Director
- ---------------------------------------------
T. O'Neal Douglas
/s/ Fred Elefant Director
- ---------------------------------------------
Fred Elefant
/s/ Delores Kessler Director
- ---------------------------------------------
Delores Kessler
/s/ James L.L. Tullis Director
- ---------------------------------------------
James L.L. Tullis
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4(a) Amended and Restated Articles of Incorporation, as amended, of
the Registrant (incorporated by reference from Registrant's
Registration Statement on Form S-3, effective November 13,
1995, Registration No. 33-97524)
4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference from Registrant's Annual Report on Form S-1,
Registration No. 33-76580)
5(a) Opinion of Counsel to the Registrant
23(a) Consent of Counsel (included in Exhibit 5(a))
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Price Waterhouse LLP
24(a) Power of Attorney (included in Part II of this Registration
Statement)
99(a) Amended and Restated 1994 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.9 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, File No. 0-23832)
99(b) Amended and Restated Directors' Stock Plan (incorporated by
reference to Exhibit 10.8 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996, File No. 0-
23832)
</TABLE>
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EXHIBIT 5(A)
FRED ELEFANT, P.A.
ATTORNEY AT LAW
<TABLE>
<S> <C>
DUPONT CENTER, SUITE 105 FAX (904) 398-2068
1650 PRUDENTIAL DRIVE TELEPHONE (904) 398-2277
JACKSONVILLE, FLORIDA 32207
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MAILING ADDRESS:
POST OFFICE BOX 749
JACKSONVILLE, FLORIDA 32201-0749
</TABLE>
October 22, 1995
Physician Sales & Service, Inc.
7800 Belfort Parkway, Suite 250
Jacksonville, Florida 32256
Re: Physician Sales & Service, Inc. Amended and Restated 1994 Long
Term Incentive Plan and Amended and Restated Directors Stock Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of up to 1,655,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"), of Physician Sales & Service, Inc., a Florida
corporation, (the "Company") which may be issued under the Amended and Restated
1994 Long Term Incentive Plan and Amended and Restated Directors Stock Plan
(the "Plans"), I have examined the Registration Statement on Form S-8, and
originals or copies of corporate records, certificates of public officials and
of officers of the Company and other instruments relating to the authorization
and issuance of such shares of Common Stock as we have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the proposed
issuance under the Plans of up to 1,655,000 shares of Common Stock has been
duly authorized by the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of their respective Plan,
will be legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the Business Corporation Law of the State of Florida and no opinion
is expressed as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8 and further consent to the use of our name
wherever appearing in the Form S-8.
Sincerely,
FRED ELEFANT, P.A.
By: /s/ Fred Elefant
------------------------------
Fred Elefant
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EXHIBIT 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement pertaining to the
Physician Sales & Service, Inc. Amended and Restated 1994 Long Term Incentive
Plan and Amended and Restated Directors' Stock Plan of our report dated May 14,
1996, incorporated by reference into the Company's previously filed
Registration Statement File No. 33-90464.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
October 28, 1996
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EXHIBIT 23(C)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board Directors of
Taylor Medical, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Physician Sales & Service, Inc., filed October 29,
1996 relating to the Physician Sales & Service, Inc. Amended and Restated 1994
Long Term Incentive Plan and Amended and Restated Directors' Stock Plan of our
report dated December 1, 1994 on the consolidated statements of operations,
cash flows and shareholders' equity of Taylor Medical, Inc. and subsidiaries
for the year ended March 31, 1994 appearing in the Annual Report on Form 10K
for the year ended March 29, 1996 of Physician Sales & Service, Inc. Such
consolidated financial statements of Taylor Medical, Inc. do not appear
separately in the above-mentioned Form 10-K.
PRICE WATERHOUSE LLP
Houston, Texas
October 23, 1996
