As filed with the Securities and Exchange Commission on ________, 2000.
File No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PSS WORLD MEDICAL, INC.
(Exact Name of Issuer 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
(Address, including zip code, and telephone number of Principal
Executive Offices)
PSS WORLD MEDICAL, INC. 1999 Long-Term Incentive Plan
PSS WORLD MEDICAL, INC. 1999 BROad-Based Employee Stock Plan
PSS WORLD MEDICAL, INC. Leader's Deferral Plan
PSS World Medical, Inc. Officer Deferred Compensation Plan
Options granted to Certain Employees outside of a Plan
(Full Title of the Plans)
David A. Smith
President
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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration Fee
Per Unit Offering Price
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
Common Stock, par value $0.01 (1) $2,270,000 $2.938 $6,669,260 (2) $1,761
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
Common Stock, par value $0.01 (3) $1,450,000 $2.938 $4,260,100 (2) $1,125
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
Common Stock, par value $0.01 (4) $ 207,368 $13.00 $2,695,784 (5) $712
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
Deferred Compensation Obligations $5,000,000 n/a $5,000,000 $1,320
(6)
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
</TABLE>
<PAGE>
(1) Includes 2,270,000 shares issuable upon the grant or exercise of
awards under the PSS World Medical, Inc. 1999 Long-Term Incentive
Plan, including shares that may be issued in accordance with the
automatic adjustment provisions of such plan.
(2) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h), as determined by the average of the
high and low prices quoted on the Nasdaq National Market as
reported in the Wall Street Journal on November 21, 2000, which was
$2.938 per share.
(3) Includes 1,450,000 shares issuable upon the grant or exercise of
awards under the PSS World Medical, Inc. 1999 Broad-Based Employee
Stock Plan, including shares that may be issued in accordance with
the automatic adjustment provisions of such plan.
(4) Includes 207,368 shares issuable upon the exercise of stock options
granted to certain employees outside of any plan, including shares
that may be issued in accordance with the automatic adjustment
provisions of such stock option agreements.
(5) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h), as determined by the weighted average
exercise price per share of such options.
(6) The Deferred Compensation Obligations are unsecured obligations of
PSS World Medical, Inc. to pay deferred compensation in the future
in accordance with the terms of the PSS World Medical, Inc.
Leader's Deferral Plan and the PSS World Medical, Inc. Officer
Deferred Compensation Plan.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Annual Report of PSS World Medical, Inc. (the "Company")
on Form 10-K for the fiscal year ended March 31, 2000, as amended on Form 10-K/A
filed on July 31, 2000.
(2) The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended June 30, 2000.
(3) The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended September 30, 2000.
(4) The Current Reports of the Company on Form 8-K or Form 8-K/A,
dated May 31, June 9, June 27, September 5, and October 10, 2000.
(5) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 2000, as such reports have been
modified by amendments.
(6) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(7) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock. The description of Common Stock is contained in the
Company's Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description, and such description is incorporated herein by reference.
Deferred Compensation Obligations. Under the Leader's Deferral Plan and
the Officer Deferred Compensation Plan, the Company will provide participants
the opportunity to enter into agreements for the deferral of compensation. The
obligations of the Company under such agreements (the "Obligations") will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of such plans, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.
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<PAGE>
The amount of compensation to be deferred by each participant will be
determined in accordance with the applicable plan based on elections by the
participant. Each Obligation will be payable at a the participant's death,
disability or other termination of employment. The amounts deferred will be
credited with interest based on a rate to be determined annually by the Board of
Directors of the Company, but which will not be less than the 90-day U.S.
Treasury Bill rate in effect on the first day of the applicable plan year.
The Company reserves the right to amend or terminate the Leader's
Deferral Plan or the Officer Deferred Compensation Plan at any time, except that
no such amendment or termination shall adversely affect the right of a
participant to the balance of his or her deferred account as of the date of such
amendment or termination. The Obligations are not convertible into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Articles of Incorporation, as amended, and the
Amended and Restated Bylaws of the Company set forth the extent to which the
Company'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 Company 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 Company or who, while a director or
officer of the Company, is or was serving at the Company'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 Company 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
Company, 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 Company who, while a director or officer of the Company, is or
was serving at the Company'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 Company, and with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company 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
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<PAGE>
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
Company. Notwithstanding the foregoing, the Amended and Restated Bylaws of the
Company provide that the Company 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 Company 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 Company maintains an insurance policy insuring
the Company and directors and officers of the Company against certain
liabilities, including liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
4.1 Amended and Restated Articles of Incorporation, as
amended, of the Company (incorporated by reference from
the Company's Current Reports on Form 8-K filed April
8, 1998 and April 22, 1998).
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference from Company's Registration
Statement on Form S-1, Registration No. 33-76580)
5 Opinion of Counsel
II-3
<PAGE>
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained in Part II hereof)
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;
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 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.
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<PAGE>
(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
or 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 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 Act and
will be governed by the final adjudication of such issue.
(signatures on following page)
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<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 November 22, 2000.
PSS WORLD MEDICAL, INC.
(Registrant)
/s/ David A. Smith
--------------------------------
David A. Smith
President and Chief Financial Officer
KNOW BY ALL MEN BY THESE PRESENT that each person whose signature
appears below constitutes and appoints David A. Smith, as true and lawful
attorney-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 his
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 as of this 22nd day of November, 2000.
Signature Capacity Date
/s/ David A. Smith
---------------------------- President, Chief Financial
David A. Smith Officer and Director November 22, 2000
(Principal Financial
and Accounting Officer)
/s/ Hugh M. Brown Director November 22, 2000
----------------------------
Hugh M. Brown
Director November 22, 2000
----------------------------
T. O'Neal Douglas
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<PAGE>
/s/ Melvin L. Hecktman Director November 22, 2000
----------------------------
Melvin L. Hecktman
/s/ Clark A. Johnson Director November 22, 2000
----------------------------
Clark A. Johnson
/s/ Delores P. Kesler Director November 22, 2000
----------------------------
Delores P. Kesler
Director November 22, 2000
----------------------------
Charles R. Scott
Director November 22, 2000
----------------------------
Donna C.E. Williamson
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<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Amended and Restated Articles of Incorporation, as
amended, of the Company (incorporated by reference from
the Company's Current Reports on Form 8-K filed April
8, 1998 and April 22, 1998).
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference from Company's Registration
Statement on Form S-1, Registration No. 33-76580)
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained in Part II hereof)
<PAGE>
Exhibit 5 Opinion of Counsel of PSS World Medical, Inc.
<PAGE>
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
November 22, 2000
PSS World Medical, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Re: PSS World Medical, Inc.
Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for PSS World Medical, Inc., a Florida
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering (a) 3,927,368 shares of the
Company's common stock, $0.01 par value ("Common Stock"), that may be issued
pursuant to (i) the grant or exercise of awards under the Company's 1999
Long-Term Incentive Plan and 1999 Broad-Based Employee Stock (the "Stock
Plans"), and (ii) the exercise of stock options granted to certain employees
outside of any plan (the "Options"), and (b) an indeterminate amount of deferred
compensation obligations (the "Obligations") under the PSS World Medical, Inc.
Leader's Deferral Plan and the PSS World Medical, Inc. Officer Deferred
Compensation Plan. This Opinion Letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.
We have examined the Articles of Incorporation of the Corporation, as
amended, the Bylaws of the Corporation, as amended, records of proceedings of
the Board of Directors of the Corporation deemed by us to be relevant to this
opinion letter, the Registration Statement and other documents and agreements we
deemed necessary for purposes of expressing the opinion set forth herein. We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
<PAGE>
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission
for their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.
Our opinion set forth below is limited to the laws of the State of
Georgia, and we do not express any opinion herein concerning any other laws.
Based on the foregoing, it is our opinion that:
(a) the 3,927,368 shares of Common Stock covered by the
Registration Statement and to be issued pursuant to the Stock Plans and
the Options, when issued in accordance with the terms and conditions of
the Stock Plans or the Options, as the case may be, will be legally and
validly issued, fully paid and nonassessable; and
(b) the Obligations, when issued in accordance with the terms
and conditions of the Leader's Deferral Plan or the Officer Deferred
Compensation Plan, as the case may be, 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 such plan.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
------------------------------
Laura G. Thatcher, Partner
<PAGE>
Exhibit 23.2 Consent of Arthur Andersen LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
June 21, 2000 included in PSS World Medical, Inc.'s Form 10-K for the year ended
March 31, 2000, as amended on the Company's Form 10-K/A dated July 31, 2000.
/s/ Arthur Andersen LLP
-------------------------
Jacksonville, Florida
November 17, 2000
