<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1998.
File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
PSS WORLD MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-2280364
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
(Address, including zip code, and telephone number of Principal Executive
Offices)
AMENDED AND RESTATED DIRECTORS' STOCK PLAN
(Full Title of the Plan)
PATRICK C. KELLY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PSS WORLD MEDICAL, INC.
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE AGGREGATE REGISTRATION FEE(2)
PER SHARE(2) OFFERING PRICE(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 200,000 shares $16.625 $3,325,000 $980.88
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) An aggregate of 400,000 shares of PSS Common Stock are available for
issuance under the Amended and Restated Directors' Stock Plan (the "Plans").
The Registrant has previously filed a Registration Statements on Form S-8
with respect to 200,000 shares issuable under the Plans. This Registration
Statement also covers any additional shares that may hereafter become
issuable as a result of the adjustment and anti-dilution provisions of the
Plans.
(2) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq National Market System on September 17,
1998.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
---------------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant's Registration Statements on Form S-8 with respect to the
Directors' Stock Plan filed with the Securities and Exchange Commission on March
14, 1995 (File No. 33-90464) and the Amended and Restated Directors' Stock Plan
filed with the Securities and Exchange Commission on October 26, 1996 (File No.
333-15043) are hereby incorporated by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
-------------- -----------
4(a) Amended and Restated Articles of Incorporation, as
amended, of the Registrant (incorporated by reference from
Registrant's Current Report on Form 8-K, filed April 8,
1998)
4(b) Amended and Restated Bylaws of the Registrant
(incorporated by reference from Registrant's Annual Report
on Form S-1, Registration No. 33-76580)
5(a) Opinion of Counsel to the Registrant
23(a) Consent of Counsel (included in Exhibit 5(a))
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Ernst & Young LLP
24(a) Power of Attorney (included in Part II of this
Registration Statement)
99(a) Amended and Restated Directors' Stock Plan
(signatures on following page)
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, Florida, on September 23, 1998.
PSS WORLD MEDICAL, INC.
By: /s/ Patrick C. Kelly
--------------------
Patrick C. Kelly
Chairman of the Board and Chief Executive Officer
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Patrick C. Kelly and David A. Smith, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 18, 1998.
Signature Capacity
--------- --------
/s/ Patrick C. Kelly Chairman of the Board, Chief Executive
- ------------------------- Officer and Director (principal executive officer)
Patrick C. Kelly
/s/ David A. Smith Vice President, Chief Financial Officer and Director
- ------------------------- (principal financial and accounting officer)
David A. Smith
- -------------------------- Director
Hugh M. Brown
- --------------------------- Director
Charles R. Scott
/s/ T. O'Neal Douglas
- -------------------------- Director
T. O'Neal Douglas
/s/ Donna C.E. Williamson Director
- --------------------------
Donna C.E. Williamson
- -------------------------- Director
Delores Kesler
/s/ James L.L. Tullis Director
- --------------------------
James L.L. Tullis
/s/ Melvin L. Hecktman Director
- --------------------------
Melvin L. Hecktman
- -------------------------- Director
Thomas G. Hixon
II-3
<PAGE>
EXHIBIT 5(a)
FRED ELEFANT, P.A.
1650 PRUDENTIAL DRIVE, SUITE 105
JACKSONVILLE, FLORIDA 32207
September 22, 1998
PSS World Medical, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Re: Amended and Restated Directors' Stock Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of up to 200,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of PSS World Medical, Inc., a Florida corporation, (the
"Company") which may be issued under the Amended and Restated Directors' Stock
Plan (the "Plan"), I have examined the Registration Statement on Form S-8, and
originals or copies of corporate records, certificates of public officials and
of officers of the Company and other instruments relating to the authorization
and issuance of such shares of Common Stock as we have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the proposed issuance
under the Plan of up to 200,000 shares of Common Stock has been duly authorized
by the Board of Directors of the Company, and the shares, when issued in
accordance with the terms and conditions of their respective Plan, will be
legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States and
the Business Corporation Law of the State of Florida and no opinion is expressed
as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8 and further consent to the use of our name
wherever appearing in the Form S-8.
Sincerely,
FRED ELEFANT, P.A.
By: /s/ Fred Elefant
----------------
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
June 30, 1998 included in the Form 10-K of PSS World Medical, Inc. for the year
ended April 3, 1998.
ARTHUR ANDERSEN LLP
Jacksonville, Florida
September 23, 1998
<PAGE>
EXHIBIT 23(c)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated June 30, 1998, with respect to the consolidated
financial statements of Gulf South Medical Supply, Inc. for the year ended
December 31, 1997, included in PSS World Medical, Inc.'s Annual Report on
Form 10-K for the fiscal year ended April 3, 1998.
Ernst & Young LLP
Jackson, Mississippi
September 22, 1998
<PAGE>
EXHIBIT 99(a)
PSS WORLD MEDICAL, INC.
AMENDED AND RESTATED
DIRECTORS' STOCK PLAN
I. GENERAL
1.1 PURPOSE OF THE PLAN
The purpose of the PSS World Medical, Inc. Directors' Stock Plan (the "Plan")
is to enable PSS World Medical, Inc. (the "Company") to attract and retain
persons of exceptional ability to serve as directors of the Company and to align
the interests of directors and shareholders in enhancing the value of the
Company's Common Stock (the "Common Stock").
1.2 ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee or its successor
(the "Committee") of the Company's Board of Directors (the "Board") which shall
have full and final authority in its discretion to interpret, administer and
amend the provisions of the Plan; to adopt rules and regulations for carrying
out the Plan; to decide all questions of fact arising in the application of the
Plan; and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee shall consist of at least two persons
and shall meet once each fiscal year, and at such additional times as it may
determine or as is requested by the chief executive officer of the Company.
1.3 ELIGIBLE PARTICIPANTS
Each member of the Board who is not a full-time employee of the Company or
any of its subsidiaries shall be a participant (a "Participant") in the Plan.
1.4 GRANTS UNDER THE PLAN
Grants under the Plan shall be in the form of stock options as described in
Section II (an "Option" or "Options") and subject to restrictions described in
Section III ("Restricted Stock").
1.5 SHARES
The aggregate number of shares of Common Stock, including but not limited to
shares reserved for issuance pursuant to the exercise of Options, which may be
granted or issued under the terms of the Plan, may not exceed 400,000 shares and
hereby are reserved for such purpose. Whenever any outstanding grant or portion
thereof expires, is canceled or forfeited or is otherwise terminated for any
reason without having been exercised, the Common Stock allocable to the expired,
forfeited, canceled or otherwise terminated portion of the grant may again be
the subject of further grants hereunder.
<PAGE>
Notwithstanding the foregoing, the number of shares of Common Stock available
for grants at any time under the Plan shall be reduced to such lesser amount as
may be required pursuant to the methods of calculation necessary so that the
exemptions provided pursuant to Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") will continue to be available for
transactions involving all current and future grants. In addition, during the
period that any grants remain outstanding under the Plan, the Committee may make
good faith adjustments with respect to the number of shares of Common Stock
attributable to such grants for purposes of calculating the maximum number of
shares of Common Stock available for the granting of future grants under the
Plan, provided that following such adjustments the exemptions provided pursuant
to Rule 16b-3 under the Exchange Act will continue to be available for
transactions involving all current and future grants.
1.6 DEFINITIONS
The following definitions shall apply to the Plan:
(a) "Disability" shall have the meaning provided in the Company's applicable
disability plan or, in the absence of such a definition, when a Participant
becomes totally disabled (as determined by a physician mutually acceptable to
the Participant and the Company) before termination of his or her service on the
Board if such total disability continues for more than three (3) months.
(b) "Fair Market Value" means the average of the high and low sales prices of
the shares of Common Stock on such date on the principal national securities
exchange or automated quotation system of a registered securities association on
which such shares of Common Stock are listed or admitted to trading. If the
shares of Common Stock on such date are not listed or admitted to trading, the
Fair Market Value shall be the value established by the Board in good faith.
(c) "Retirement" shall have the meaning provided in the Company's retirement
policy applicable to directors of the Company.
II. OPTIONS
2.1 TERMS AND CONDITIONS OF OPTIONS
Each Participant shall receive an annual grant of an Option to Purchase 2,000
shares of Common Stock on the date of each annual meeting of shareholders of the
Company at which directors are elected (an "Annual Meeting Date") during the
period such director serves on the Board.
<PAGE>
2.2 NONQUALIFIED STOCK OPTIONS
The terms of the Options shall, at the time of grant, provide that the
Options will not be treated as incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2.3 OPTION PRICE
The option price per share shall be the Fair Market Value of the Common Stock
on the date the Option is granted.
2.4 TERM AND EXERCISE OF OPTIONS
(a) The term of an Option shall not exceed ten (10) years from the date of
grant. Except as provided in this Section 2.4, after a Participant ceases to
serve as a director of the Company for any reason, including, without
limitation, Retirement, or any other voluntary or involuntary termination of a
Participant's service as a director (a "Termination"), the unexercisable portion
of an Option shall immediately terminate and be null and void, and the
unexercised portion of any outstanding Options held by such Participant shall
terminate and be null and void for all purposes, after three (3) months have
elapsed from the date of the Termination unless extended by the Committee, in
its sole discretion, within thirty (30) days from the date of the Termination.
Upon a Termination as a result of death or Disability, any outstanding Options
may be exercised by the Participant or the Participant's legal representative
within twelve (12) months after such death or Disability; provided, however,
that in no event shall the period extend beyond the expiration of the option
term.
(b) Options shall become exercisable in whole or in part after one (1) year
has elapsed from the date of grant. In no event, however, shall an Option be
exercised after the expiration of ten (10) years from the date of grant.
(c) A Participant, by written notice to the Company, may designate one or
more persons (and from time to time change such designation) including his or
her legal representative, who, by reason of his or her death, shall acquire the
right to exercise all or a portion of the Option. If no designation is made
before the death of the Participant, the Participant's Option may be exercised
by the personal representative of the Participant's estate, or by a person who
acquired the right to exercise such Option by will or the laws of descent and
distribution. If the person with exercise rights desires to exercise any
portion of the Option, such person must do so in accordance with the terms and
conditions of this Plan.
2.5 NOTICE OF EXERCISE
When exercisable pursuant to the terms of the Plan and the governing stock
option agreement, an Option shall be exercised by the Participant as to all or
part of the shares subject to the Option by delivering written notice of
exercise to the Company at its principal business office or such other office as
the Company may from time to time direct, (a) specifying the number of
<PAGE>
shares to be purchased, (b) accompanied by a check payable to the Company in an
amount equal to the full exercise price of the number of shares being exercised,
(c) including a Tax Election, if applicable, in accordance with Section 4.7, and
(d) containing such further provisions consistent with the provisions of the
Plan, as the Company may from time to time prescribe. No Option may be
exercised after the expiration of the term specified in Section 2.4 hereof.
2.6 LIMITATION OF EXERCISE PERIODS
The Committee may limit the time periods within which an Option may be
exercised if a limitation on exercise is deemed necessary in order to effect
compliance with applicable law.
2.7 CHANGE IN CONTROL
Notwithstanding anything herein to the contrary, if a Change in Control has
occurred, then the Option shall immediately become exercisable on the date such
Change in Control occurred.
III. RESTRICTED STOCK
3.1 TERMS AND CONDITIONS
Each Participant shall receive an annual grant of 2,000 shares of Common
Stock subject to the restrictions set forth in Section 3.2 ("Restricted Stock")
on the Annual Meeting Date at which the shareholders elect such Participant to
serve as a director; provided however, that (a) as of the date of their
election, Participants elected to serve as a Class II or Class III director in
1994 shall receive a grant of 500 and 1,000 shares, respectively, and (b) as of
the date of their election, Participants who are elected to fill a vacancy for a
term less than three (3) years shall receive a grant of 500 shares per year for
each full year of the term to which such Participant is elected. Restricted
Stock, with such restrictions noted on the face of the certificates, shall be
issued in the name of the Participant granted the Restricted Stock and such
certificates shall be deposited with a trust administered by the Committee (and
subject to the claims of the Company's creditors) during the restriction period
set forth in Section 3.3.
3.2 RESTRICTIONS
Until the lapse of the restriction period set forth in Section 3.3, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated. The Committee may
impose such other restrictions on any shares of restricted stock as required by
law including, without limitation, restrictions under applicable federal or
state securities laws, and may place legends on the certificates representing
such restricted stock to provide appropriate notice of such restrictions.
<PAGE>
3.3 PERIOD OF RESTRICTION
Subject to Section 3.6, the restrictions set forth in Section 3.2 shall lapse
and such shares shall be freely transferable upon the expiration of the
director's term in office as specified in accordance with Article VIII of the
Company's Amended and Restated Articles of Incorporation.
3.4 TERMINATION OF SERVICE AS A DIRECTOR
If a Participant ceases to serve as a director of the Company prior to the
lapsing of the restrictions in accordance with Section 3.3 as a result of death,
Disability or Retirement, restrictions on the shares of Restricted Stock granted
to the Participant shall immediately lapse on the date of death, Disability or
Retirement. If a Participant ceases to serve as a director of the Company prior
to the lapsing of restrictions in accordance with Section 3.3 for any reason
other than death, Disability or Retirement, the shares of Restricted Stock
granted to such Participant shall be forfeited and shall revert to the Company.
3.5 RIGHTS AS SHAREHOLDER
Prior to the lapsing of restrictions in accordance with Section 3.3,
Participants holding shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to such shares while they
are held by the Participant. If any such dividend or distribution is paid in
shares of Common Stock, such shares shall be subject to the same restrictions on
transferability as the shares of Restricted Stock with respect to which they
were paid.
3.6 CHANGE IN CONTROL
Notwithstanding anything herein to the contrary, if a Change in Control has
occurred, then all restrictions on the Restricted Stock shall lapse on the date
such Change in Control occurred.
3.7 SECTION 83 (B) ELECTION
Participants shall not be permitted to make an election under Section 83 (b)
of the Code with respect to shares of Restricted Stock granted under the Plan.
IV. GENERAL PROVISIONS
4.1 GENERAL RESTRICTIONS
Each grant under the Plan shall be subject to the requirement that if the
Committee shall determine, at any time, that (a) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (b) the consent or
approval of any government regulatory body, or (c) an agreement by the
Participant with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting or
the issuance or purchase of shares of
<PAGE>
Common Stock thereunder, such grant may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval or agreement
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
4.2 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation, spin-off or sale of assets, or any other change in or affecting
the corporate structure or capitalization of the Company, the Board shall make
such adjustments as the Committee may recommend, and as the Board in its
discretion may deem appropriate, in the number and kind of shares authorized by
the Plan, in the number, Option price or kind of shares covered by the grants
and in any outstanding grants under the Plan in order to prevent substantial
dilution or enlargement thereof.
4.3 AMENDMENTS
Without further approval of the shareholders, the Board may discontinue the
Plan at any time and may amend it from time to time in such respects as the
Board may deem advisable, unless shareholder or regulatory approval is required
by law or regulation, and subject to any conditions established by the terms of
such amendment; provided however, that the Plan may not be amended more than
once every six (6) months other than to comport with changes in the Code, the
Employee Retirement Income Security Act or the rules thereunder.
4.4 MODIFICATION, SUBSTITUTION OR CANCELLATION OF GRANTS
No rights or obligations under any outstanding Option may be altered or
impaired without the Participant's consent. Any grant under the Plan may be
canceled at any time with the consent of the Participant, and a new grant may be
provided to such Participant in lieu thereof.
4.5 SHARES SUBJECT TO THE PLAN
Shares distributed pursuant to the Plan shall be made available from
authorized but unissued shares or from shares purchased or otherwise acquired by
the Company for use in the Plan, as shall be determined from time to time by the
Committee.
4.6 RIGHTS OF A SHAREHOLDER
Participants under the Plan, unless otherwise provided by the Plan, shall
have no rights as shareholders by reason thereof unless and until certificates
for shares of Common Stock are issued to them.
4.7 WITHHOLDING
The Company shall have the right to deduct from any distribution of Common
Stock to any Participant an amount equal to the federal, state and local income
taxes and other amounts as
<PAGE>
may be required by law to be withheld (the "Withholding Taxes) with respect to
any grant under the Plan. If a Participant is to experience a taxable event in
connection with the receipt of cash or shares of Common Stock pursuant to an
Option exercise (a "Taxable Event"), the Participant shall pay the withholding
Taxes to the Company prior to the issuance of such shares of Common Stock. In
satisfaction of the obligation to pay Withholding Taxes to the Company, the
Participant may make a written election (the "Tax Election"), which may be
accepted or rejected in the discretion of the Committee, to have withheld a
portion of the shares of Common Stock then issuable to the Participant having an
aggregate Fair Market Value on the day immediately preceding the date of such
issuance equal to the Withholding Taxes, provided that in respect of a
Participant who may be subject to liability under Section 16(b) of the Exchange
Act either: (i) in the case of a Taxable Event involving an Option or a grant of
Restricted Stock, (A) the Tax Election is made at least six (6) months prior to
the date of the Taxable Event and (B) the Tax Election is irrevocable with
respect to all Taxable Events of a similar nature occurring prior to the
expiration of six (6) months following a revocation of the Tax Election; (ii) in
the case of the exercise of an Option (A) the Participant makes the Tax Election
at least six (6) months after the date the Option was granted, (B) the Option is
exercised during the ten (10) day period beginning on the third business day and
ending on the twelfth business day following the release for publication of the
Company's quarterly or annual statement of sales and earnings (the "Window
Period") and (C) the Tax Election is made during the Window Period in which the
Option is exercised or prior to such Window Period and subsequent to the
immediately preceding Window Period; or (iii) in the case of a Taxable Event
relating to the payment of an award, (A) the Participant makes the Tax Election
at least six (6) months after the date of grant and (B) the Tax Election is made
(1) in the case of a Taxable Event occurring within a Window Period, during the
Window Period in which the Taxable Event occurs or (2) in the case of a Taxable
Event not occurring within a Window Period, during the Window Period immediately
preceding the Taxable Event. Notwithstanding the foregoing, the Committee may,
by the adoption of rules or otherwise, (i) modify the provisions of this Section
4.7 as may be necessary to ensure that the Tax Elections will be exempt
transactions under Section 16(b) of the Exchange Act, and (ii) permit Tax
Elections to be made at such other times and subject to such other conditions as
the Committee determines will constitute exempt transactions under Section 16(b)
of the Exchange Act.
4.8 NONASSIGNABILITY
Except as expressly provided in the Plan, no grant shall be transferable
except by will, the laws of descent and distribution or a qualified domestic
relations order ("QDRO") as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
During the lifetime of the Participant, except as expressly provided in the
Plan, grants under the Plan shall be exercisable only by such Participant or by
the guardian or legal representative of such Participant or pursuant to a QDRO.
4.9 NONUNIFORM DETERMINATIONS
Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive grants, the form, amount
and timing of such grants, and the terms and provisions of such grants and the
agreements evidencing the same) need not be
<PAGE>
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.
4.10 EFFECTIVE DATE; DURATION
The Plan shall become effective as of the date the Company becomes admitted
to trading on the NASDAQ, subject to approval by the shareholders. No grant may
be given under the Plan after May 31, 2000, but grants theretofore granted may
extend beyond such date.
4.11 CHANGE IN CONTROL
Notwithstanding anything herein to the contrary, if a Change in Control of
the Company occurs, then all Options shall become fully exercisable and all
restrictions on the Restricted Stock shall lapse as of the date such Change in
Control occurred. For the purposes of the Plan, a Change in Control of the
Company shall be deemed to have occurred upon the earliest of the following
events:
(a) when the Company acquires actual knowledge that any person (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person
who was the beneficial owner of 25% or more of the Common Stock as of the
effective date of the Plan, becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then-
outstanding securities;
(b) upon the first purchase of Common Stock pursuant to a tender or exchange
offer (other than a tender or exchange offer made by the Company);
(c) upon the approval by the Company's shareholders of (i) a merger or
consolidation of the Company with or into another corporation (other than a
merger or consolidation in which the Company is the surviving corporation and
which does not result in any capital reorganization or reclassification or other
change in the Company's then-outstanding shares of Common Stock), (ii) a sale or
disposition of all or substantially all of the Company's assets or (iii) a plan
of liquidation or dissolution of the Company; or
(d) if the Board of Directors or any designated committee determines in its
sole discretion that any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a person who exercised a controlling
influence as of the effective date of the Plan, directly or indirectly exercises
a controlling influence over the management or policies of the Company.
4.12 GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by and construed
in accordance with the laws of the State of Florida.
