<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1997
REGISTRATION NO. 333-
================================================================================
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) 281-0011
(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) 281-0011
(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.
ALSTON & BIRD
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. [X]
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>
============================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SHARES AMOUNT TO BE AGGREGATE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 215,840 shares $15.00 $3,237,600 $981
============================================================================================================================
</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 March 11, 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.
================================================================================
<PAGE> 2
PROSPECTUS
215,840 SHARES
PHYSICIAN SALES & SERVICE, INC.
COMMON STOCK
This prospectus relates to 215,840 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 March 13, 1997 the
last sales price for the shares of Common Stock as reported by Nasdaq was
$14.875 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 $25,000. 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
<PAGE> 3
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.
2
<PAGE> 4
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:
(1) The Company's Annual Report on Form 10-K for the year ended March 29,
1996;
(2) The Company's Proxy Statement dated June 7, 1996;
(3) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1996, September 30, 1996 and June 30, 1996;
(4) The Company's Current Report on Form 8-K filed January 3, 1997;
(5) The Company's Current Report on Form 8-K/A filed February 12, 1997;
(6) The Company's Current Report on Form 8-K filed March 4, 1997;
(7) The Company's Current Report on Form 8-K/A filed March 5, 1997; and
(8) 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.
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) 281-0011.
3
<PAGE> 5
THE COMPANY
Certain statements in this Prospectus or incorporated herein by
reference constitute "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Physician Sales & Service, Inc. is a leading distributor of medical
supplies, equipment and pharmaceuticals to primary care and other office-based
physicians. The Company currently operates 61 service centers distributing to
approximately 103,000 physician office sites in all 50 states. The Company's
primary market is the approximately 399,000 physicians who practice medicine in
approximately 198,000 office sites throughout the United States. The Company
believes that in purchasing medical products, the physician's office staff is
primarily interested in a professional relationship with the distributor's sales
representative, service, product quality and price. These customer preferences
are due primarily to the critical role such products play in the day-to-day
operations of physicians' practices, the lack of storage space in most
physicians' offices and the importance of receiving supplies in a timely manner.
The Company believes that it is the only national distributor providing same-day
delivery service to physicians' offices on a regular basis and focusing
exclusively on physicians.
The Company offers its customers same-day delivery service on a regular
basis, highly-trained consultative sales professionals, a broad product line
including diagnostic equipment and supplies, and no minimum order size or
shipping charges. Through its Network Plus program, the Company guarantees
competitive prices on its customers' most frequently ordered items, one-hour
response to customer inquiries and instant credit on returned items. In
addition, the Company has developed what it believes is the most sophisticated
information system in the physician medical distribution industry, including the
Company's Instant Customer Order Network ("ICONSM"), a hand-held computer with
wireless transmission capabilities that allows the Company's sales
representatives to place orders immediately upon receipt and facilitates
same-day delivery. This system also includes the Company's "Customer Link"
system which allows a customer to access, through the Internet, their account
data, including PSS inventory availability, pricing, contracts, payment and
billing history, backorders and shipments, as well as enabling them to place
orders directly to PSS. This system has enabled the Company to achieve same-day
fill rates of greater than 94% on all stock items in fiscal 1997.
In addition, the Company distributes medical imaging supplies,
chemicals, equipment and service to the acute care and alternate care market in
six southeastern states. The Company currently operates 14 imaging service
centers through its new subsidiary, Diagnostic Imaging, Inc. ("DI"). The Company
is in the process of developing a separate information system for DI which will
include the current ICON and Customer Link systems. A primary Company objective
is to pursue acquisition opportunities within the radiology and imaging
distribution market in order to gain market share and expand the product
offerings to the physician office market currently serviced by PSS and the acute
care market currently serviced by DI.
The Company also distributes medical supplies and equipment in Belgium,
France and Germany through its WorldMed International, Inc. subsidiary. The
Company has two service centers in Europe distributing to the acute and
alternate care markets.
The Company's primary objectives are to be capable of servicing the
medical equipment and supply needs of every office-based physician in the United
States, to create a national imaging distribution company and to expand its
presence in the European medical equipment and supply market. To achieve these
objectives and increase profitability, the Company intends to (i) continue to
acquire medical supply and equipment distributors, especially in existing
markets where it can leverage its distribution infrastructure and gain market
share, (ii) increase sales of existing service centers by adding additional
sales representatives and providing superior service, competitive pricing and a
broad product line,
4
<PAGE> 6
including sophisticated diagnostic equipment, (iii) continue to expand operating
margins, (iv) open new service centers in selected markets where acquisition
opportunities are not available, and (v) invest in sophisticated information
systems that bring efficiency to the Company.
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)
281-0011.
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.
Anticipated Expansion and Management of Expanded Operations. The
Company intends to acquire additional distributors in markets it already
services and expects to open additional service centers. The Company's ability
to expand its operations is dependent upon a number of factors, including (i)
the availability of suitable acquisition candidates on acceptable terms, (ii)
the Company's ability to continue to consolidate and integrate its acquisitions
with its existing operations, and (iii) the Company's ability to attract, train,
and retain skilled sales representatives and management. Since its fiscal year
ended March 31, 1994, PSS has added 15 medical supply service centers and 14
imaging service centers, 7 of which are start-up service centers. Management
anticipates that each start-up service center opened will generally incur
operating losses for 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
acquisition transition period, that substantial indebtedness may be incurred in
connection with the expansion and that significant losses could result in the
event of unsuccessful acquisitions or start-ups.
The Company recently has expanded into new product areas, including,
through its recent acquisitions of Diagnostic Imaging, Inc., Chesapeake X-Ray
Corporation and X-Ray of Georgia, radiology and imaging equipment, chemicals and
supplies to the acute and alternate site markets. The integration and operation
of this new division 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 Company's businesses or that its diagnostic imaging
division can be operated profitably, which could have a material adverse effect
on the Company's business and future prospects. The Company plans to
aggressively pursue additional expansion opportunities in this market, however,
there can be no assurance that the Company will be successful in acquiring,
operating or integrating additional operations. In addition, the radiology and
imaging equipment market is heavily reliant on the hiring and retention of
skilled service technicians to maintain such equipment. There is a current
shortage of these skilled technicians, which may result in intense competition
and increasing salaries. Any inability of the Company to hire or retain such
skilled technicians could limit the Company's ability to expand and adversely
affect its results of operations.
Management of International Operations. Through its WorldMed
International subsidiary, the Company has recently acquired medical supply
distributors serving physicians in Belgium, France and Germany 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.
5
<PAGE> 7
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 Manufacturers. The Company distributes over 35,000
products manufactured by approximately 30,000 vendors and is dependent on these
vendors for the manufacture and supply of product. Additionally, the Company has
entered into a significant contract with Abbott, which may be terminated by
Abbott if the Company does not meet certain sales levels. 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 its good relations with its vendors.
Regulation of and Change in 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.
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 supply and equipment 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 equipment and supplies by physicians' offices 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 supplies and equipment 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 supplies and
equipment 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 from its manufacturers, there can be no
assurance that such terms can be obtained. Such a pricing structure, should it
persist, may put the Company at a competitive disadvantage.
Sales Representatives. The Company's sales growth has resulted to a
significant degree from hiring and developing new sales representatives and
adding, through acquisitions, established sales representatives whose existing
customers generally have become customers of the Company. The Company's
continued growth will depend in part on its ability to continue to hire, train
and retain sales representatives who agree to the Company's compensation plans
and to maintain good relations with its existing sales representatives.
Key Management. The success of the Company is dependent upon the
efforts and abilities of its senior management, including the Company's Chairman
and Chief Executive Officer, Patrick C. Kelly, its
6
<PAGE> 8
President and Chief Operating Officer, John F. Sasen, Sr. and its Vice President
and Chief Financial Officer, David A. Smith. The loss of any such senior
management may adversely affect the Company's business. The Company maintains
key man life insurance on Mr. Kelly.
Competition. The marketing of medical supplies and equipment to
physicians' offices is highly competitive. Some of the Company's competitors are
larger and have greater financial resources than the Company. Also, 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.
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 700 trucks to deliver medical supplies and equipment on a same-day
delivery basis. The Company has experienced various claims regarding motor
vehicle accidents, all of which have been covered by insurance. 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. Interruption of data processing
capabilities for any extended length of time, the failure to upgrade data
services, difficulties in converting data and information systems after
acquisitions, loss of stored data, programming errors or other computer problems
could have a material adverse effect on the Company's business.
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.
7
<PAGE> 9
MERGERS AND ACQUISITIONS
On September 18, 1995, the Company acquired Brown's Medical Supply
Company ("Brown's"), a company organized under the laws of the State of
Nebraska, pursuant to a merger by which the Shareholders of Brown's received
shares of Common Stock in exchange for their shares of stock in Brown's (the
"Brown's Merger"). In connection with the Brown's Merger, the Company granted
the former Shareholders of Brown's the right to register for resale the shares
of Common Stock held by such Shareholders. The former Shareholders of Brown's
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 "Brown's
Selling Shareholders."
On June 21, 1996, the Company acquired substantially all of the assets
of the Crocker-Fels Company, Inc. ("CF"), a company organized under the laws of
the State of Ohio, in consideration of which CF received shares of Common Stock
(the "CF Acquisition"). In connection with the CF Acquisition, the Company
granted CF and certain designees of CF the right to register for resale the
shares of Common Stock held by such person. The CF parties 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 "CF Selling Shareholders."
On November 25, 1996, the Company acquired Diagnostic Imaging, Inc.
("DI"), a company organized under the laws of the State of Florida, pursuant to
a merger by which the Shareholders of DI received shares of Common Stock in
exchange for their shares of stock in DI (the "DI Merger"). In connection with
the DI Merger, the Company granted the former Shareholders of DI the right to
register for resale the shares of Common Stock held by such Shareholders. The
former Shareholders of DI 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 "DI Selling Shareholders."
The Brown's Selling Shareholders, CF Selling Shareholder and DI Selling
Shareholders are sometimes collectively referred to herein as the "Selling
Shareholders." The Selling Shareholders have acquired the 215,840 shares of
Common Stock offered hereby pursuant to the above-referenced merger and
acquisition transactions.
Pursuant to certain demand registration rights granted in connection
with such mergers and acquisitions, 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.
8
<PAGE> 10
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering and being offered hereby, and
(iii) the number of shares of Common Stock beneficially owned by each Selling
Shareholder after completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Shares Being Shares Beneficially
Selling Shareholder Offering(1) Offered Owned After Offering
------------------- ----------- ------- --------------------
<S> <C> <C> <C>
BROWN'S SELLING SHAREHOLDERS
Daniel R. Brown(2).................... 78,604 30,000 48,604
Robert C. Brown, Jr................... 16,844 12,500 4,344
Bradley V. Brown...................... 16,844 7,500 9,344
CF SELLING SHAREHOLDER
The Crocker Fels Company(3)............ 289,314 87,458 201,856
DI SELLING SHAREHOLDERS
Richard Allen(4)....................... 19,273 16,382 2,891
Allan J. Farber, Trustee of the Allan
J. Farber Revocable Trust dated 62,127 32,000 30,127
9/2/92(4)...........................
Roddy G. Richman, Trustee of the
Roddy G. Richman Amended and
Rested Revocable Trust dated
7/19/94, as amended(4).............. 62,127 30,000 32,127
TOTAL..................................... 545,133 215,840 329,293
</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) Mr. Daniel R. Brown served as Chairman, Chief Executive Officer and a
member of the Board of Directors of Brown's prior to the Brown's
Merger. Includes 21,335 shares held by his spouse.
(3) Includes 114,398 shares being held in escrow pursuant to an Escrow
Agreement dated June 21, 1996, which may be used to indemnify the
Company against certain claims in connection with the CF Acquisition.
(4) Includes 2,891, 9,319 and 9,319 shares for Messrs. Allen, Farber and
Richman, respectively, being held in escrow pursuant to an Escrow
Agreement dated November 25, 1996, which may be used to indemnify the
Company against certain claims in connection with the DI Merger.
9
<PAGE> 11
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 accounts 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.
10
<PAGE> 12
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 of the Company for the fiscal
year ended March 29, 1996 appearing in it Current Report on Form 8-K/A dated
March 5, 1997 have been audited by Arthur Andersen LLP, independent auditors,
as set forth in their report therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
The consolidated financial statements of Taylor Medical, Inc. as of
September 30, 1994, and the year ended September 30, 1994, appearing in Current
Report on Form 8-K/A, have been so included in reliance upon the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in auditing and accounting.
11
<PAGE> 13
================================================================================
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............... 3
THE COMPANY............................... 4
RISK FACTORS.............................. 5
MERGERS AND ACQUISITIONS.................. 8
SELLING SHAREHOLDERS...................... 9
PLAN OF DISTRIBUTION...................... 10
LEGAL MATTERS............................. 11
EXPERTS................................... 11
</TABLE>
--------------------
================================================================================
================================================================================
215,840 SHARES
PHYSICIAN SALES & SERVICE, INC.
COMMON STOCK
---------------------
P R O S P E C T U S
__________, 1997
---------------------
================================================================================
12
<PAGE> 14
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................. $ 981
Accounting fees and expenses........................................... 40,000
Legal fees and expenses................................................ 6,000
Miscellaneous expenses................................................. 3,019
Total......................................................... $ 50,000
</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> 15
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:
<TABLE>
<CAPTION>
Exhibit No. Description
<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
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, L.L.P.
23.3 Consent of Price Waterhouse, LLP.
24.1 Power of Attorney (included as part of the signature page
hereto)
</TABLE>
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> 16
(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.
(h) 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.
(i) 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> 17
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 March 14, 1997.
PHYSICIAN SALES & SERVICE, INC.
By: /s/ Patrick C. Kelly
----------------------------------------
Name: Patrick C. Kelly
Title: Chairman and Chief Executive Officer
II-4
<PAGE> 18
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 March 14, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Patrick C. Kelly Chairman of the Board and Chief Executive Officer
- --------------------------- (principal executive officer)
Patrick C. Kelly
/s/ David A. Smith Executive Vice President, Chief Financial Officer
- --------------------------- and Director (principal financial and accounting
David A. Smith officer)
- --------------------------- Director
John F. Sasen, Sr.
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
</TABLE>
II-5
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <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 L.L.P.
23.3 Consent of Price Waterhouse, LLP.
24.1 Power of Attorney (included as part of the signature page
hereto).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
FRED ELEFANT, P.A.
1650 PRUDENTIAL DRIVE, SUITE 105
JACKSONVILLE, FLORIDA 32207
March 14, 1997
Physician Sales & Service, Inc.
7800 Belfort Parkway, Suite 250
Jacksonville, Florida 32256
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
215,840 shares of Common Stock (the "Offering Shares") being sold by certain
selling stockholders 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> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 14, 1996
(except with respect to the matter discussed in Note 15 to the Company's
financial statements, as to which the date is February 28, 1997) included in
Physician Sales & Service, Inc.'s Current Report on Form 8-K/A filed March 5,
1997 related to the Company's financial statements for the fiscal year ended
March 29, 1996 and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Jacksonville, Florida
March 11, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Physician Sales & Service, Inc., 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 Form 8-K/A of Physician Sales & Service,
Inc. dated March 5, 1997.
PRICE WATERHOUSE LLP
Houston, Texas
March 14, 1997
