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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-23411
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 19, 1997 the
last sales price for the shares of Common Stock as reported by Nasdaq was
$14.50 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 March 19, 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.
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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) 332-3000.
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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,
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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)
332-3000.
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.
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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
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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.
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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.
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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
9/2/92(4)................................ 62,127 32,000 30,127
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.
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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.
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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. Fred Elefant is a member of the Board of Directors and Secretary of
the Company, and provides legal services as general counsel to the Company.
Fees for such legal services were approximately $136,000 in fiscal year 1996.
EXPERTS
The consolidated financial statements of the Company for the fiscal year
ended March 29, 1996 appearing in its 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 for the year ended September 30, 1994, appearing in the
Company's 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> 12
<TABLE>
========================================= ====================================
<S> <C>
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, 215,840 SHARES
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. PHYSICIAN SALES & SERVICE, INC.
COMMON STOCK
TABLE OF CONTENTS
PAGE
-------
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
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P R O S P E C T U S
MARCH 19, 1997
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