<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 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 Issuer 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
(Address, including zip code, and telephone
number of Principal Executive Offices)
PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) 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 Fee
Per Unit (2) Offering Price (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value (3) 140,000 shares $19.375 $2,712,500 $822
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 Registrant's 401(k) Plan.
(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 29, 1996.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan described herein.
===============================================================================
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 29, 1996 that contains audited financial statements for the
registrant's latest fiscal year for which such statements have been filed.
(2) The Plan's Annual Report on Form 11-K for the fiscal year ended
May 31, 1996.
(3) All other reports filed by the Registrant or the Plan pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant's 1996 Annual Report on Form 10-K, including the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(4) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Registrant and the
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock registered hereby has been passed upon
by Fred Elefant, P.A., Jacksonville, Florida, general counsel and a director of
the Registrant. Mr. Elefant beneficially owns approximately 94,000 shares of
Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Articles of Incorporation, as amended, and the
Amended and Restated Bylaws of the Registrant set forth the extent to which the
Registrant's directors and officers may be indemnified against liabilities they
may incur while serving in such capacities. Such indemnification will be
provided to the fullest extent allowed by the Florida Business Corporation Act,
as amended from time to time, and judicial or administrative decisions. Under
these indemnification provisions, the Registrant is required to indemnify any of
its directors and officers against any reasonable expenses (including attorneys'
fees) incurred by him in the defense of any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which he was made a party,
or in defense of any claim, issue or matter therein, by reason of the fact that
he is or was a director or officer of the Registrant or who, while a director or
officer of the Registrant, is or was serving at the Registrant's request as a
director, officer,
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partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise to the extent that
such director or officer has been successful, on the merits or otherwise, in
such defense. The Registrant also may indemnify any of its directors or
officers against any liability incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Registrant, in which event, additional determinations must be made before
indemnification is provided) by reason of the fact that he is or was a director
or officer of the Registrant who, while a director or officer of the
Registrant, is or was serving at the Registrant's request as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
if such director or officer acted in good faith and in a manner he believed to
be in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The Registrant may also provide advancement of expenses
incurred by a director or officer in defending any such action, suit or
proceeding upon receipt of a written affirmation of such officer or director
that he has met certain standards of conduct and an understanding by or on
behalf of such officer or director to repay such advances unless it is
ultimately determined that he is entitled to indemnification by the Registrant.
Notwithstanding the foregoing, the Amended and Restated Bylaws of the
Registrant provide that the Registrant shall not be required to indemnify any
of its directors or officers in connection with a proceeding initiated by such
person unless such authorization for such proceeding was not denied by the
Board of Directors of the Registrant prior to sixty (60) days after receipt of
notice thereof from such person stating his or her intent to initiate such
proceeding and only upon such terms and conditions as the Board of Directors
may deem appropriate.
The Florida Business Corporation Act contains a provision which limits
the personal liability for monetary damages to the corporation or any other
person for any statement, vote, decision, or failure to act, regarding corporate
management or policy, by a director, unless the director breached or failed to
perform his duties as a director and such breach constitutes (i) a violation of
criminal law, unless the director has reasonable cause to believe his conduct
was unlawful; (ii) a transaction from which the director received an improper
personal benefit; (iii) an unlawful distribution under Florida law, (iv) in a
proceeding by or in the right of a corporation to procure a judgment in its
favor or by or in the right of a shareholder, conscious disregard for the best
interest of the corporation, or willful misconduct; or (v) in a proceeding by or
in the right of someone other that the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton or willful disregard of human
rights, safety or property. The Registrant maintains an insurance policy
insuring the Registrant and directors and officers of the Registrant against
certain liabilities, including liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
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<PAGE> 4
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
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Price Waterhouse LLP
24(a) Power of Attorney (contained in Part II at page II-8)
</TABLE>
The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
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<PAGE> 5
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 this 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 this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 being 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 this
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.
(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 Registrant's Articles of Incorporation
or Bylaws, 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
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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.
(signatures on following page)
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<PAGE> 7
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, State of Florida, on October 29,
1996.
PHYSICIAN SALES & SERVICE, INC.
(Registrant)
By:/s/ Patrick C. Kelly
-------------------------
Patrick C. Kelly
Chief Executive Officer
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<PAGE> 8
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT that each person whose signature
appears below constitutes and appoints Patrick C. Kelly or 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 attorney-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 as of this 29th day of October, 1996.
Signature Capacity
--------- --------
/s/ Patrick C. Kelly Chairman of the Board, Chief Executive
- ------------------------ Officer and Director (principal executive
Patrick C. Kelly officer)
/s/ David A. Smith Vice President, Chief Financial Officer
- ------------------------ and Assistant Secretary and Director
David A. Smith (principal financial and accounting
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
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<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on October 29, 1996.
PSS/TAYLOR MEDICAL PROFIT
SHARING 401(K) PLAN
By: /s/ Patrick C. Kelly
----------------------------
Patrick C. Kelly, Trustee
By: /s/ David A. Smith
----------------------------
David A. Smith, Trustee
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<PAGE> 10
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
-------------- -----------
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
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Price Waterhouse LLP
24 Power of Attorney (contained in Part II
at page II-8)
<PAGE> 1
EXHIBIT 5(A)
FRED ELEFANT, P.A.
ATTORNEY AT LAW
DUPONT CENTER, SUITE 105 FAX (904) 398-2068
1650 PRUDENTIAL DRIVE TELEPHONE (904) 398-2277
JACKSONVILLE, FLORIDA 32207 ___________
MAILING ADDRESS:
POST OFFICE BOX 749
JACKSONVILLE, FLORIDA 32201-0749
October 29, 1995
Physician Sales & Service, Inc.
7800 Belfort Parkway, Suite 250
Jacksonville, Florida 32256
Re: PSS/Taylor Medical Profit Sharing 401(k) Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of up to 140,000 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 PSS/Taylor Medical Profit Sharing
401(k) Plan (the "Plan"), 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 Plan of up to 140,000 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
<PAGE> 1
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 on Form S-8 pertaining
to the PSS/Taylor Medical Profit Sharing 401(k) Plan (the "Plan") of our report
dated May 14, 1996, included in Physician Sales & Service, Inc.'s Annual Report
on Form 10-K for the fiscal year ended March 29, 1996.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
October 28, 1996
<PAGE> 1
EXHIBIT 23(C)
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 on Form S-8 pertaining
to the PSS/Taylor Medical Profit Sharing 401(k) Plan (the "Plan") of our report
dated October 22, 1996, with respect to the financial statements and schedules
of the Plan, included in the Plan's Annual Report (Form 11-K) for the fiscal
year ended May 31, 1996.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
October 28, 1996
<PAGE> 1
EXHIBIT 23(D)
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. PSS/Taylor Medical Profit
Sharing 401(k) 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. We also consent
to the incorporation by reference in the Registration Statement on Form S-8 of
Physician Sales & Service, Inc. of our report dated October 3, 1995 appearing
on page 2 in the Form 11-K.
PRICE WATERHOUSE LLP
Houston, Texas
October 23, 1996
