<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 59-3500595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4345 SOUTHPOINT BOULEVARD, JACKSONVILLE, FLORIDA 32216 (904) 332-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
GULF SOUTH MEDICAL SUPPLY, INC. 1997 STOCK PLAN
GULF SOUTH MEDICAL SUPPLY, INC. 1992 STOCK PLAN
(Full title of the plans)
-----------------
<TABLE>
<S> <C> <C>
COPIES TO:
PATRICK C. KELLY J. VAUGHAN CURTIS, ESQ.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER KIMBERLY A. KNIGHT, ESQ.
PSS WORLD MEDICAL, INC. ALSTON & BIRD LLP
4345 SOUTHPOINT BOULEVARD ONE ATLANTIC CENTER
JACKSONVILLE, FLORIDA 32216 1201 WEST PEACHTREE STREET
(904) 332-3000 ATLANTA, GEORGIA 30309
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING (404) 881-7000
AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE (2)
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value 1,205,554 $16.625 $20,042,335 $5,912.49
===================================================================================================================================
</TABLE>
(1) The amount registered represents 1,058,400 authorized and unissued shares
reserved for issuance under the 1997 Stock Plan and 147,154 shares under the
1992 Plan. The 1997 Plan and 1992 Plan were assumed by the registrant in
connection with a business combination transaction with Gulf South Medical
Supply, Inc.
(2) In accordance with Rule 457 (c) and Rule 457(h) promulgated under the
Securities Act of 1933, these calculations are based upon a price of $16.625
per share, which represents the average of the high and low prices of the
Registrant's Common Stock on September 17, 1998, as reported on the Nasdaq
National Market System.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement, and specifically made a part hereof, the following documents
heretofore filed by PSS World Medical, Inc., formerly Physician Sales & Service,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 3, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
(c) Description of the Company's 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 other documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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 registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock registered hereby has been passed upon
by Fred Elefant, P.A., Jacksonville, Florida. Mr. Elefant, Secretary of the
Registrant, provides legal services as counsel to the Company.
Item 6. 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
II-2
<PAGE>
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 case to believe his conduct was
unlawful. The Registrant may also provide advancement of 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 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 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.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
Exhibit No. Exhibit
- ----------- -------
<C> <S>
4.1 Amended and Restated Articles of Incorporation, as amended, of the
Registrant (incorporated by reference from the Registrant's Current Report
on Form 8-K filed with the Commission on April 8, 1998).
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).
4.3 Form of Specimen Certificate of PSS World Medical, Inc. Common Stock
(incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Commission on April 8, 1998).
5 Opinion of Counsel.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of attorney (see signature page).
</TABLE>
ITEM 9. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
II-4
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 this
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 to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's articles of
incorporation, bylaws, 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 of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
II-5
<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, State of Florida, on this 18th day of
September, 1998.
PSS WORLD MEDICAL, INC.
By:/s/ Patrick C. Kelly
--------------------
Patrick C. Kelly
Chairman of the Board and
Chief Executive Officer
II-6
<PAGE>
KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Patrick C. Kelly and David A. Smith, and
either of them, 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 attorney-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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------ --------------------------------- ----------------------
<S> <C> <C>
/s/ Patrick C. Kelly Chairman of the Board and September 18, 1998
- ------------------------------------------ Chief Executive Officer
Patrick C. Kelly (principal executive officer)
/s/ David A. Smith Executive Vice President,
- ------------------------------------------ Chief Financial Officer and September 18, 1998
David A. Smith Director (principal financial
and accounting officer)
Director September __, 1998
- ------------------------------------------
Thomas G. Hixon
Director September __, 1998
- ------------------------------------------
Hugh M. Brown
/s/ T. O'Neal Douglas Director September 18, 1998
- ------------------------------------------
T. O'Neal Douglas
/s/ Melvin L. Hecktman Director September 18, 1998
- ------------------------------------------
Melvin L. Hecktman
- ------------------------------------------ Director September __, 1998
Delores Kesler
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Director September __, 1998
- ------------------------------------------
Charles R. Scott
/s/ James L.L. Tullis Director September 18, 1998
- ------------------------------------------
James L.L. Tullis
/s/ Donna C. E. Williamson Director September 18, 1998
- ------------------------------------------
Donna C. E. Williamson
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
4.1 Amended and Restated Articles of Incorporation, as amended,
of the Registrant (incorporated by reference from the
Registrant's Current Report on Form 8-K filed with the
Commission on April 8, 1998).
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).
4.3 Form of Specimen Certificate of PSS World Medical, Inc.
Common Stock (incorporated by reference from the
Registrant's Current Report on Form 8-K filed with the
Commission on April 8, 1998).
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
24 Power of attorney (see signature page).
<PAGE>
Exhibit 5
FRED ELEFANT, P.A.
1650 PRUDENTIAL DRIVE, SUITE 105
JACKSONVILLE, FLORIDA 32207
September 18, 1998
PSS World Medical, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Re: Registration Statement on Form S-8 - Gulf South Medical Supply,
Inc. 1997 Stock Plan and Gulf South Medical Supply, Inc. 1992
Stock Plan
Ladies and Gentlemen:
This opinion is given in connection with the filing by PSS World Medical,
Inc., a Florida corporation (the "Company"), of the referenced Form S-8
Registration Statement relating to the registration under the Securities Act of
1933, as amended, of an aggregate of 1,205,554 shares (the "Shares") of the
Company's authorized Common Stock, par value $.01 per share, to be issued to
participants of the Company's Gulf South Medical Supply, Inc. 1997 Stock Plan
and Gulf South Medical Supply, Inc. 1992 Stock Plan (the "Plans"). This opinion
is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
I have examined 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 Shares as I have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, it is my opinion that the Shares to be
issued pursuant to the Plans and the Registration Statement have been duly
authorized by all requisite action on the part of the Company and the Shares,
when issued in accordance with the terms and conditions of the Plans, will be
legally and validly issued and represent the binding obligation of the Company
to make payment to the holders thereof in accordance with the terms and
conditions of the Plans.
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,
<PAGE>
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 our prior written consent.
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 my name
wherever appearing in the Form S-8.
Very truly yours,
FRED ELEFANT, P.A.
By: /s/ Fred Elefant
----------------
Fred Elefant
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our 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 23.3
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
