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As filed with the Securities and Exchange Commission on November 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
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 Identification No.)
incorporation or organization)
4345 Southpoint Boulevard, Jacksonville, Florida 32216
(904) 332-3000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
________________________
PATRICK C. KELLY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PHYSICIAN SALES & SERVICE, INC.
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
________________________
The Commission is requested to send copies of all communications to:
J. VAUGHAN CURTIS, ESQ.
KIMBERLY A. KNIGHT, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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.[_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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>
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PROPOSED MAXIMUM PROPOSED
TITLE OF SHARES AMOUNT TO BE AGGREGATE OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 175,000 shares $22.88 $4,004,000 $1,214
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</TABLE>
/(1)/ Estimated solely for purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of
the high and low prices of the Registrant's Common Stock on October 30,
1997, as reported on the Nasdaq National Market System.
____________________________________
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
175,000 SHARES
PHYSICIAN SALES & SERVICE, INC.
COMMON STOCK
This prospectus relates to 175,000 shares (the "Shares") of common stock,
$.01 par value per share (the "Common Stock"), of Physician Sales & Service,
Inc., a Florida corporation ("PSS" or the "Company"). All of these Shares are
being offered for sale by the holders of the Common Stock named herein under the
heading "Selling Shareholders" (the "Selling Shareholders"). None of the
proceeds from the sale of the Shares by the Selling Shareholders will be
received by the Company.
The shares of Common Stock of the Company are listed on the Nasdaq National
Market System ("Nasdaq") under the symbol PSSI. On November 4, 1997 the last
sales price for the shares of Common Stock as reported by Nasdaq was $24.75 per
share.
The Selling Shareholders named herein or any transferees or other
successors in interest, directly or through dealers or underwriters to be
designated, may sell the Common Stock from time to time in a single block to a
broker-dealer acting as principal, in one or more transactions on the Nasdaq
National Market or in the over-the-counter market and in negotiated
transactions, on terms to be determined at the time of sale. To the extent
required, the specific Common Stock to be sold, the respective purchase prices
and public offering prices, names of such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in any accompanying Prospectus Supplement or, if appropriate, a post-
effective amendment to the Registration Statement of which this Prospectus is a
part. See "Plan of Distribution." By agreement, the Company will pay one-half
of the expenses of this registration and the Selling Shareholders will pay the
remaining one-half of such expenses pro rata based on the number of shares of
Common Stock being offered hereby. The Selling Shareholders will bear all
underwriting discounts and commissions and transfer taxes, if any. The expenses
to be borne by the Company are estimated at $18,000. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.
The Selling Shareholders and any broker-dealer, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act") and any commissions received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed underwriting commissions or discounts under the Securities Act. See
"Selling Shareholders" and "Plan of Distribution" below.
_________________________________
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.
The date of this Prospectus is , 1997
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AVAILABLE INFORMATION
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 (of which this Prospectus
forms a part) and the exhibits relating thereto filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). Statements contained herein concerning
the provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
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
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's Regional Offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants such as the Company, that file electronically with the Commission.
Such reports, proxy and information statements and other information may be
found at the Commission's site address: http://www.sec.gov. The common stock of
the Company, $.01 par value per share (the "Common Stock"), is traded on the
Nasdaq National Market under the symbol "PSSI," and such reports, proxy
statements and other information concerning the Company are available for
inspection at the office of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
0-23832) are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended March
28, 1997 (including those portions of the Company's definitive proxy
statement for the Annual Meeting of Shareholders held on July 22, 1997
incorporated by reference therein, but specifically excluding Items 6, 7
and 8 thereof);
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997;
(c) The Company's Current Report on Form 8-K filed September 9, 1997;
(d) The Company's Current Report on Form 8-K filed November 6, 1997;
(e) The Company's Registration Statement on Form S-4 originally filed November
6, 1997; and
(f) The description of Common Stock set forth in the Company's registration
statement filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 also is or is deemed to be
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. All
information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to David A. Smith, Chief
Financial Officer, Physician Sales & Service, Inc., 4345 Southpoint Boulevard,
Jacksonville, Florida 32216, telephone number (904) 332-3334.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains and incorporates by reference certain "forward-
looking statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act")
with respect to results of operations and business of the Company. All
statements other than statements of historical facts included in or incorporated
by reference into this Prospectus, including those regarding market trends, the
Company's financial position, business strategy, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In general, such statement are identified by the use of forward-looking words or
phrases including, but not limited to, "intended," "will," "should," "may,"
"expects," "expected," "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology. These forward-looking statements
are based on the Company's current expectations. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be
correct. Because forward-looking statements involve risks and uncertainties,
the Company's actual results could differ materially. Important factors that
could cause actual results to differ materially from the Company's expectations
("Cautionary Statements") are disclosed under "Risk Factors," and elsewhere,
including, without limitation, in conjunction with the forward-looking
statements.
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THE COMPANY
Physician Sales & Service, Inc. ("PSS" or the "Company") is a specialty
marketer and distributor of medical products to physicians, other alternate-site
providers and hospitals. PSS is the leading distributor of medical supplies,
equipment and pharmaceuticals to office-based physicians in the United States
based on revenues, serving over 104,000 physician offices (representing
approximately 54% of all physician offices) in all 50 states (the "Physician
Supply Business"). The Company, which entered the imaging-supply market in
November 1996, has grown to be the second-largest distributor of imaging
supplies and equipment in the United States based on revenues, serving over
12,000 customer sites in 21 states (the "Imaging Business"). PSS also
distributes medical products to office-based physicians and hospitals in five
European countries (the "International Business"). PSS has grown rapidly in
recent years through acquisitions, same-center growth and new-center
development. Net sales and EBITDA (as defined) for the twelve months ended June
30, 1997 were $743.0 million and $32.8 million, respectively, up from $351.2
million and $12.2 million, respectively, in fiscal year 1994.
PSS employed over 800 highly trained sales representatives as of September
30, 1997, over 700 of which are focused on the physician-office market. This
large sales organization enables PSS to market medical products on a national
basis and has positioned the Company as a distributor of choice for
manufacturers whose products require consultative selling. PSS has established
exclusive or semi-exclusive distribution arrangements for certain products with
such leading manufacturers as Abbott Laboratories ("Abbott"), Siemens AG,
Hologic, Inc., C. R. Bard, Inc., HumaScan Inc. and F. Hoffman-La Roche Ltd. PSS
distributes over 39,000 medical products from 89 service centers, 64 of which
are focused on the physician-office market, located throughout the United States
and in Europe, enabling the Company to be highly responsive to local market
needs, including providing same-day delivery service to most customers on a
regular basis.
The Company believes that the United States medical-products distribution
market aggregates approximately $34 billion in annual revenues, of which
approximately $6.5 billion represents the physician-office market (of which
approximately $1 billion are imaging-related medical products) and the balance
represents the hospital, ambulatory surgery center, long term care and home
health care markets. The Company believes that the imaging-supply market is an
approximately $5 billion component of the overall medical-products distribution
industry, encompassing each of the hospital, physician and other provider
segments. Revenues of the medical-products distribution industry are estimated
to be growing as a result of a growing and aging population, increasing health
care awareness, and expanding third-party insurance coverage. In addition, the
physician market is benefiting from the shift of procedures and diagnostic
testing from hospitals to alternate sites, particularly physician offices.
The Company is incorporated under the laws of the State of Florida. The
address and telephone number of its principal executive offices are 4345
Southpoint Boulevard, Jacksonville, Florida, 32216, telephone number (904) 332-
3000.
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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 by this Prospectus.
ACQUISITION STRATEGY
The Company has grown through, and anticipates that it will continue to
grow through, the acquisition of medical-products distributors. The Company has
also added the Imaging Business and the International Business through
acquisitions and may enter new lines of business and new geographic areas
through acquisitions. Acquisitions may expose the Company to particular risks,
including, without limitation, diversion of management's attention, the
inability to integrate acquired companies into the Company's operations,
assumption of liabilities and amortization of goodwill and other acquired
intangible assets, some or all of which could have a material adverse effect on
the financial condition or results of operations of the Company. Depending on
the value and nature of the consideration paid by the Company for acquisitions,
such acquisitions may adversely affect the Company's liquidity. In making
acquisitions in the future, the Company anticipates that it may compete for
acquisitions with other companies, many of which are larger and have greater
financial resources than the Company. There can be no assurance that the Company
will be successful in consummating acquisitions and integrating them into the
Company's operations. The Company has financed acquisitions, and anticipates
that it will finance future acquisitions, through cash on hand, the issuance of
common stock and borrowings. The Company's credit facility limits acquisitions
and contains financial covenants which may further limit the Company's ability
to make acquisitions.
OPENING OF START-UP SERVICE CENTERS
The Company has grown through, and the Company anticipates that it will
continue to grow through, the opening of start-up service centers. The Company
anticipates that each start-up service center opened will generally incur
operating losses for a period of time which has historically been approximately
18 months. Accordingly, the Company's planned expansion creates numerous risks,
including the risk that the expansion may have an adverse effect on working
capital and earnings during the expansion period, and that substantial
indebtedness may be incurred in connection with, and significant losses could
result from, unsuccessful start-ups.
EXPANSION INTO NEW LINES OF BUSINESS
The Company recently has expanded into new product areas, including
distributing imaging equipment, chemicals and supplies and providing technical
service to physicians, other alternate-site providers and hospitals through its
Imaging Business. The integration and operation of this new business may place
significant demands on the Company's management and other resources. There can
be no assurance that there will be any operating efficiencies between the
Physician Supply Business and the Imaging Business or that the Imaging Business
can be operated profitably. The Company has pursued, and anticipates that it
will continue to aggressively pursue, expansion opportunities in this market;
however, there can be no assurance that the Company will be successful in
acquiring, integrating or operating additional businesses. In addition, although
the Company is restricted by the terms of the Indenture from engaging in any
business other than those engaged in on the date of the Indenture and certain
reasonably related businesses, the Company may in the future, enter into other
lines of business, which may have the same or additional risks as its existing
businesses. There can be no assurance that if the Company were to enter into any
additional lines of business that it would be able to operate such businesses
successfully.
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MANAGEMENT OF INTERNATIONAL BUSINESS
Through its WorldMed International, Inc. subsidiary, the Company has
recently acquired medical supply distributors serving physicians in Belgium,
France, Germany, Luxembourg and the Netherlands and plans to increase its
presence in European markets. As the Company expands internationally, it will
need to hire, train and retain qualified personnel in countries where language,
cultural or regulatory impediments may exist. The Company has encountered and
expects to encounter significant expense and delay in expanding its
international operations because of language and cultural differences, and
staffing, communications and related issues. There can be no assurance that the
Company's services and business practices will be accepted by vendors,
physicians or other involved parties in foreign markets. The cost of medical
care in many European countries is funded by the government, which may
significantly impact spending budgets in certain markets. International revenues
are subject to inherent risks, including political and economic instability,
difficulties in staffing and managing foreign operations and in accounts
receivable collection, fluctuating currency exchange rates, costs associated
with localizing service offerings in foreign countries, unexpected changes in
regulatory requirements, difficulties in the repatriation of earnings and
burdens of complying with a wide variety of foreign laws and labor practices.
DEPENDENCE ON VENDOR RELATIONSHIPS
The Company distributes over 39,000 medical products manufactured by
approximately 3,000 vendors and is dependent on these vendors for the
manufacture and supply of product. The Company has entered into a contract with
Abbott which accounted for approximately 16% and 18% of the Company's revenues
in fiscal years 1996 and 1997, respectively, and which may be terminated by
Abbott if the Company does not meet certain sales levels. The Company and Abbott
have in the past renegotiated such sales levels. Sales pursuant to a
distribution agreement with F. Hoffman-La Roche Ltd. accounted for approximately
four percent of the Company's sales in fiscal year 1997. In addition, the
Company has entered into other separate exclusive distribution agreements,
including agreements for certain products manufactured by Siemens AG, Hologic,
Inc., C. R. Bard, Inc., Tanita Corporation of America, Inc. and HumaScan Inc.
The Company's ability to maintain good relations with these vendors will affect
the profitability of its business. Currently, the Company relies on vendors to
provide: (i) field sales representatives' technical and selling support; (ii)
agreeable purchasing and delivery terms; (iii) sales performance incentives;
(iv) financial support of sales and marketing programs; and (v) promotional
materials. There can be no assurance that the Company will maintain good
relations with its vendors.
DEPENDENCE ON KEY MANAGEMENT
The success of the Company is dependent upon the efforts and abilities of
its senior management. The loss of one or more of such individuals may adversely
affect the Company's business. Because of the Company's decentralized operating
structure, the Company is also dependent upon its operations and sales managers
for each of its service areas. There can be no assurance that the Company will
be able to retain such key personnel or attract qualified personnel in the
future.
DEPENDENCE ON SALES REPRESENTATIVES AND SERVICE SPECIALISTS
The Company believes that to be successful it must continue to hire, train
and retain highly qualified sales representatives and service specialists. The
Company's sales growth has resulted largely from hiring and developing new sales
representatives and adding, through acquisitions, established sales
representatives whose existing customers generally have become customers of the
Company. Due to the relationships developed between the Company's sales
representatives and its customers, upon the departure of a sales representative
the Company faces the risk of losing the representative's customers, especially
if the representative were to act as a representative of the Company's
competitors. The Company generally requires its sales representatives and
service specialists to execute a non-competition agreement as a condition of
their employment, however the Company has not obtained non-competition
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agreements from certain of the sales representatives and service specialists
hired through acquisitions. Although courts have generally upheld the terms of
the Company's non-competition agreements in the past, there can be no assurance
that such agreements will be upheld in the future. In addition, the radiology
and imaging equipment market served by the Imaging Business is reliant on the
hiring and retention of skilled service specialists to maintain such equipment.
There is a current shortage of these skilled specialists, which may result in
intense competition and increasing salaries. Any inability of the Company to
hire or retain such skilled specialists could limit its ability to expand its
Imaging Business and adversely affect its business, financial condition and
results of operations. There can be no assurance that the Company will be able
to retain or attract qualified personnel in the future.
IMAGING BUSINESS TECHNOLOGY
The development of new technology may change the manner in which diagnostic
imaging services are provided. Recently, certain manufacturers have developed
digital radiology equipment that does not rely on film and film products, which
currently constitute a substantial percentage of the products distributed by the
Imaging Business. No assurance can be given that the introduction and
proliferation of digital radiology or other technological changes will not
result in a material adverse change in the Imaging Business. While the Company
anticipates that it will distribute new imaging technology, there can be no
assurance that the Company will obtain distribution agreements or develop vendor
relationships to distribute such new technology. In addition, there can be no
assurance that the Company would be able to distribute any such new technology
profitably.
REGULATION OF AND CHANGE IN THE PRACTICE OF MEDICINE
The health care industry, including the practice of medicine by physicians,
is subject to extensive government regulation, licensure and operating
procedures. The Company cannot predict the impact that present or future
regulations may have on operations of the Company or on its plan to expand its
business activities. In addition, as consolidation among physician provider
groups continues and provider networks are created, purchasing decisions may
shift to individuals with whom the Company has not had prior selling
relationships. The Company is increasingly focusing on national accounts where
the purchasing decision may not be made by the Company's traditional physician
customers. There can be no assurance that the Company will be able to maintain
its customer relationships in such circumstances or that such provider
consolidation will not result in reduced operating margins.
DEPENDENCE ON THIRD-PARTY REIMBURSEMENT
The cost of a significant portion of medical care in the United States is
funded by government and private insurance programs, such as Medicare, Medicaid
and corporate health insurance plans. In recent years, government-imposed limits
on reimbursement of hospitals and other health care providers have significantly
impacted spending budgets in certain markets within the medical-products
industry. Private third-party reimbursement plans are also developing
increasingly sophisticated methods of controlling health care costs through
redesign of benefits and exploration of more cost-effective methods of
delivering health care. Accordingly, there can be no assurance that
reimbursement for purchase and use of medical products will not be limited or
reduced and thereby adversely affect future sales by the Company.
TWO-TIER PRICING
As a result of the Non-Profit Act of 1944, the medical-products industry is
subject to a two-tier pricing structure. Under this structure, certain
institutions, originally limited to non-profit hospitals, can obtain more
favorable prices for medical products than the Company. The two-tiered pricing
structure continues to expand as many large integrated health care providers and
others with significant purchasing power demand more favorable pricing terms.
Although the Company is seeking to obtain similar terms
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from its manufacturers, there can be no assurance that such terms can be
obtained. Such a pricing structure, should it persist, may place the Company at
a competitive disadvantage.
COMPETITION
The distribution and marketing of medical products is highly competitive.
The Company's competitors include full-line, full-service medical supply
companies, some of which are national in scope, local and regional distributors
and manufacturers who distribute their products directly to users. These
companies have sales representatives competing directly with the Company. There
are also several mail order firms which distribute medical products on a
national or regional basis. Some of the Company's competitors are substantially
larger in size and have substantially greater financial resources than the
Company. The Company could encounter additional competition because many of the
products it sells are readily obtainable by others from various sources of
supply and such competitors could consolidate into regional or national
networks. In addition, a competitor of the Company could obtain exclusive rights
to market a certain product to the exclusion of the Company. There can be no
assurance that the Company will not face increased competition in the future.
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
Net sales and operating results may fluctuate quarterly as a result of
demand for the Company's products and services, the introduction of new products
and services by the Company and its competitors, acquisitions or investments,
changes in manufacturers' prices or pricing policies, changes in the level of
operating expenses, product supply shortages, inventory adjustments, changes in
product mix and general competitive and economic conditions. In additional, a
substantial portion of the Company's net sales in each quarter result from
orders booked in such quarter. Accordingly, the Company believes that period-to-
period comparisons of its operating results should not be relied upon as an
indication of future performance. It is possible that in certain future periods,
the Company's operating results may be below the expectations of analysts and
investors, which could materially and adversely affect the trading price of the
Common Stock. The Company anticipates taking a charge for the quarter ended
September 30, 1997 of approximately $8.0 million to $10.0 million due to mergers
completed in such quarter.
LIABILITY EXPOSURE
Although the Company is not a manufacturer, the distribution of medical
supplies and equipment entails risks of product liability. Despite the fact that
the Company has not to date experienced any significant product liability claims
and currently maintains liability insurance coverage, such insurance is
expensive, difficult to obtain and may be unobtainable in the future on
acceptable terms, if at all. The Company operates approximately 620 vans to
deliver medical products on a same-day delivery basis. The Company has
experienced various claims regarding motor vehicle accidents, all of which have
been covered by insurance, subject to applicable retentions and deductibles. The
Company believes that it maintains adequate insurance coverage for such claims.
Nevertheless, the amount and scope of any coverage may be inadequate in the
event that a product liability or motor vehicle accident claim is successfully
asserted against the Company.
RELIANCE ON DATA PROCESSING
The Company's business is dependent upon its ongoing ability to obtain,
process, analyze and manage data, and to maintain and upgrade its data
processing capabilities. The Company typically receives rebates from
manufacturers for the purchase of certain products for its Imaging Business and
needs sophisticated systems to carefully track and apply for such rebates.
Interruption of data processing capabilities for any extended length of time,
the failure to upgrade data services, the inability of the Company's data
processing system to support the expanded scope of the Company's business or to
adequately track the Imaging Business rebates, difficulties in converting data
and information systems
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after acquisitions, loss of stored data, programming errors or other computer
problems could have a material adverse effect on the Company's business,
financial condition and results of operations.
ENVIRONMENTAL LIABILITIES AND REGULATIONS
The past and present business operations of the Company and the past and
present ownership and leasing of real property by the Company are subject to
extensive and changing federal, state, local and foreign environmental laws and
regulations, including those relating to the use, handling, storage, discharge
and disposal of hazardous substances. Certain of the products distributed and
serviced by the Imaging Business contain chemicals and byproducts which require
proper disposal under applicable environmental law. The Company cannot predict
what environmental legislation or regulations will be enacted in the future, how
existing or future laws or regulations will be administered or interpreted or
what environmental conditions may be found to exist on its properties.
Compliance with more stringent laws or regulations, as well as more vigorous
enforcement policies of applicable regulatory agencies or stricter
interpretations of existing laws, and discovery of new conditions, may require
additional expenditures by the Company, some of which may be material.
ANTI-TAKEOVER PROVISIONS; POSSIBLE ISSUANCE OF PREFERRED STOCK.
The Company's Amended and Restated Articles of Incorporation and Bylaws
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 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. Furthermore, the Company has not opted
out of certain provisions of the Florida Business Corporation Act, including the
provisions relating to control-share acquisitions, which could have the effect
of delaying, deferring or preventing a change in control of the Company without
further action by its shareholders.
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MERGERS AND ACQUISITIONS
On December 20, 1996, the Company acquired Treadway Enterprises, Inc. d/b/a
X-Ray of Georgia ("X-Ray"), a company organized under the laws of the State of
Georgia, pursuant to a merger by which the Shareholders of X-Ray received shares
of Common Stock in exchange for their shares of stock in X-Ray (the "X-Ray
Merger"). In connection with the X-Ray Merger, the Company granted the former
Shareholders of X-Ray the right to register for resale the shares of Common
Stock held by such Shareholders. The former Shareholders of X-Ray who are
offering shares of Common Stock pursuant to the Registration Statement of which
this Prospectus is a part are referred to herein as the "Selling Shareholders."
The Selling Shareholders have acquired the 175,000 shares of Common Stock
offered hereby pursuant to the above-referenced merger and acquisition
transaction.
Pursuant to certain demand registration rights granted in connection with
such merger, the Company agreed to register the shares of Common Stock offered
by the Selling Shareholders hereunder, and to use its best efforts to maintain
such registration statement in effect until the Shares are sold hereunder or up
to sixty (60) days following the date of this Prospectus. This Prospectus may
not be used by the Selling Shareholders following the earlier of (i) the date
the all shares of Common Stock offered hereby have been sold, or (ii) sixty (60)
days following the date of this Prospectus.
10
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth (i) the name of the Selling Shareholders,
(ii) the number of shares of Common Stock beneficially owned by the Selling
Shareholders prior to the offering and being offered hereby, and (iii) the
number of shares of Common Stock beneficially owned by the Selling Shareholders
after completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Shares Being Owned After
Selling Shareholders Offering/(1)(2)/ Offered Offering(1)(2)
-------------------- -------- ------- --------
<S> <C> <C> <C>
Bruce F. Treadway(3) 296,836 100,000 196,836
Benjamin R. Treadway(3) 296,836 75,000 221,836
</TABLE>
_____________________
(1) Assumes that all of the Shares held by the Selling Shareholders and being
offered hereby are sold, and that the Selling Shareholders acquire no
additional shares of Common Stock prior to completion of this offering.
Each Selling Shareholder beneficially owns less than 1% of the total number
of shares of Common Stock outstanding.
(2) Includes 26,338 shares for each of Mr. Bruce Treadway and Mr. Benjamin
Treadway, being held in escrow pursuant to an Escrow Agreement dated
December 20, 1996, which may be used to indemnify the Company against
certain claims in connection with the X-Ray Merger.
(3) Mr. Bruce Treadway served as President and a member of the Board of
Directors of X-Ray prior to the X-Ray Merger. Mr. Benjamin Treadway served
as Vice President and a member of the Board of Directors of X-Ray prior to
the X-Ray Merger.
11
<PAGE>
PLAN OF DISTRIBUTION
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "PSSI." The Common Stock offered hereby will be sold by the Selling
Shareholders for their own account and the Company will not receive any of the
proceeds from the sale by the Selling Shareholders of the Common Stock offered
hereby. Any or all of the shares of Common Stock may be sold from time to time
(i) to or through underwriters or dealers, (ii) directly to one or more other
purchasers, (iii) through agents on a best-efforts basis, or (iv) through a
combination of any such methods of sale.
The shares of Common Stock offered hereby may be sold from time to time by
the Selling Shareholders, or by transferees or other successors in interest.
Such sales may be made in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price or in negotiated transactions. Any or all of the shares of Common Stock
may be sold by one or more of the following: (i) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (ii) purchases by a broker or dealer or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus;
(iii) an exchange distribution in accordance with the rules of such exchange;
and (d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In affecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers and dealers will receive commission or discounts from the Selling
Shareholders in amounts to be negotiated prior to the sale.
The Selling Shareholders and any such underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Stock may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Company and/or the Selling Shareholders and any
underwriters or dealers. Brokers or dealers acting in connection with the sale
of Common Stock contemplated by this Prospectus may receive fees or commissions
in connection therewith.
At the time a particular offer of Common Stock is made, to the extent
required a supplement to this Prospectus will be distributed which will identify
and set forth the aggregate number of shares of Common Stock being offered and
the terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for Common Stock
purchased from the Selling Shareholders, any discounts, commissions and other
items constituting compensation from the Selling Shareholders and/or the Company
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public. Such supplement to
this Prospectus and, if necessary, a post-effective amendment to the
Registration Statement of which this Prospectus is a part, will be filed with
the Commission to reflect the disclosure of additional information with respect
to the distribution of the Common Stock.
The Selling Shareholders will pay all applicable stock transfer taxes,
transfer fees and brokerage commissions or discounts. The Company has agreed to
bear one-half of all expenses in connection with the registration of the shares
being offered by the Selling Shareholders and the Selling Shareholders shall
bear the remaining one-half of all expenses on a pro rata basis. The Company
has agreed to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
12
<PAGE>
LEGAL MATTERS
A legal opinion to the effect that the Shares offered hereby by the Selling
Shareholders are validly issued, fully paid and non-assessable has been rendered
by Fred Elefant, P.A., Jacksonville, Florida, general counsel to the Company.
EXPERTS
The consolidated financial statements incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
13
<PAGE>
===============================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, to any person in any jurisdiction in which such
offer to sell or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation.
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................... 2
Incorporation of Certain
DOCUMENTS BY REFERENCE.................................... 2
Cautionary Notice Regarding
FORWARD-LOOKING STATEMENTS................................ 3
The Company................................................ 4
Risk Factors............................................... 5
Mergers and Acquisitions................................... 10
Selling Shareholders....................................... 11
Plan of Distribution....................................... 12
Legal Matters.............................................. 13
Experts.................................................... 13
</TABLE>
__________________
175,000 SHARES
PHYSICIAN SALES & SERVICE, INC.
COMMON STOCK
___________________
P R O S P E C T U S
__________, 1997
___________________
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee to Securities and Exchange Commission.. $ 1,214
Accounting fees and expenses............................ 20,000
Legal fees and expenses................................. 10,000
Miscellaneous expenses.................................. 5,000
Total.............................................. $36,214
</TABLE>
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. The Company has agreed to bear one-half of
all expenses in connection with the registration of the shares being offered by
the Selling Shareholders.
ITEM 15. 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, 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
II-1
<PAGE>
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 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).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference from Registrant's Registration Statement on Form S-1,
Registration No. 33-76580).
5.1 Opinion of Fred Elefant, P.A. as to the legality of the securities
being offered by the Selling Shareholders.
23.1 Consent of Fred Elefant, P.A. (included in the opinion filed as
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the signature page hereto).
ITEM 17. 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 (the "Securities Act");
(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 the 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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
II-2
<PAGE>
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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, 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 the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
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-3 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 November 5, 1997.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Patrick C. Kelly
-------------------------------
Name: Patrick C. Kelly
Title: Chairman and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Patrick
C. Kelly and David a. Smith, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on form s-3 of physician Sales &
Service, inc. or a registration statement filed pursuant to rule 462(b), 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 to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
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 indicated on november 5, 1997.
Signature Title
- --------- -----
/s/ Patrick C. Kelly Chairman of the Board and Chief Executive
- -----------------------------
Patrick C. Kelly Officer (Principal executive officer)
/s/ David A. Smith Executive Vice President, Chief Financial
- -----------------------------
David A. Smith Officer and director (principal financial and
accounting officer)
/s/ John F. Sasen, Sr. Director
- -----------------------------
John F. Sasen, Sr.
/s/ Delmer W. Dallas Director
- -----------------------------
Delmer W. Dallas
/s/ William C. Mason Director
- -----------------------------
William C. Mason
/s/ T. O'Neal Douglas Director
- -----------------------------
T. O'Neal Douglas
/s/ Fred Elefant Director
- -----------------------------
Fred Elefant
Director
_____________________________
Delores Kesler
/s/ James L.L. Tullis Director
- -----------------------------
James L.L. Tullis
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- ----------------
<C> <S> <C>
4.1 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).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
Reference from Registrant's Registration Statement on Form
S-1, Registration No. 33-76580).
5.1 Opinion of Fred Elefant, P.A. as to the legality of the Shares
being offered by the Selling Shareholders.
23.1 Consent of Fred Elefant, P.A. (including in the opinion filed
as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the signature page
hereto).
</TABLE>
<PAGE>
EXHIBIT 5.1
FRED ELEFANT, P.A.
1650 PRUDENTIAL DRIVE, SUITE 105
JACKSONVILLE, FLORIDA 32207
November 5, 1997
Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Ladies and Gentlemen:
This opinion is given in connection with the filing by Physician Sales
& Service, Inc., a corporation organized and existing under the laws of the
State of Florida (the "Company"), of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended, of
175,000 shares of Common Stock (the "Offering Shares") being sold by a selling
stockholder of the Company.
In the capacity described above, I have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to my satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as I have
deemed appropriate as a basis for the opinions hereinafter set forth. In
conducting my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such documents. The opinions set forth herein
are limited to the laws of the State of Florida.
Based upon the foregoing, it is my opinion that the Offering Shares
have been duly authorized and are validly issued, fully paid, and non-assessable
by the Company under the Business Corporation Act of the State of Florida as in
effect on the date hereof.
This opinion is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without my prior written consent.
I consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference made to my firm under the caption "Legal Matters"
in the Prospectus constituting part of the Registration Statement.
FRED ELEFANT, P.A.
By: /s/ Fred Elefant
----------------------
Fred Elefant
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
October 31, 1997, on Physician Sales & Service, Inc.'s supplemental consolidated
financial statements giving retroactive effect to the merger with S&W X-Ray,
Inc. included in the Company's Form 8-K filed on November 6, 1997, and to all
references to our Firm included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
Jacksonville, Florida
October 31, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 27, 1997 (except with respect to Note 16, as to which the date is October
31, 1997) on Physician Sales & Service, Inc.'s consolidated financial statements
included in the Company's Form S-4 filed on November 6, 1997, and to all
references to our Firm included in or made a part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Jacksonville, Florida
October 31, 1997
