<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 1997
---------------
PHYSICIAN SALES & SERVICE, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-23832 59-2280364
- ----------------- ----------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4345 Southpoint Boulevard, Jacksonville, Florida 32216
--------------------------------------------------------------
(Address, including zip code, of principal executive offices)
(904) 332-3000
--------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
- ------ ------------
On August 22, 1997, Physician Sales & Service, Inc. issued a press
release pursuant to Rule 135c under the Securities Act of 1933, as amended,
announcing its intention, subject to market and other conditions, to raise $100
to $125 million through a private offering of nonconvertible debt securities
within the United States to qualified institutional investors and outside the
United States to non-U.S. investors. The press release is filed as Exhibit 99.1
to this report and incorporated herein by reference thereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
- ------ -------------------------------------------------------------------
(c) EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated August 22, 1997
-2-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHYSICIAN SALES & SERVICE, INC.
(Registrant)
By: /s/ David A. Smith
---------------------------------------
David A. Smith, Chief Financial Officer
Date: August 22, 1997
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- ------------
99.1 Press Release dated August 22, 1997
<PAGE>
EXHIBIT 99.1
PHYSICIAN SALES & SERVICE, INC.
PRESS RELEASE
Release: 8:00 a.m., August 22, 1997 Contact: David A. Smith,
Executive Vice President and
Chief Financial Officer
(904) 332-3000
PHYSICIAN SALES & SERVICE, INC./WORLD MEDICAL, INC. ANNOUNCES PROPOSED PRIVATE
OFFERING OF DEBT SECURITIES
JACKSONVILLE, August 22, 1997 -- Physician Sales & Service, Inc./World Medical,
Inc. (Nasdaq: PSSI), a Jacksonville, Florida-based distributor of medical
products, today announced that it intends, subject to market and other
conditions, to raise $100 to $125 million through a private offering of
nonconvertible debt securities within the United States to qualified
institutional investors and outside the United States to non-U.S. investors.
The offering will be made only by means of an offering memorandum. It is
presently anticipated that the private offering will be completed in September
1997.
PSS stated that it intends to use the net proceeds of the offering for
general corporate purposes, including possible future acquisitions of medical
products distributors, capital expenditures and working capital.
THE SECURITIES TO BE OFFERED WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS
AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.
THIS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY THE SECURITIES TO BE OFFERED BY PSS IN THE PRIVATE PLACEMENT.
This news release contains certain forward-looking information that is
subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected.
