-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J01ZTsd0d/ZgZ5mM8wFR4WZXXJbHfWpVlL9Z2hgZ38eCfqxjx3rBTThDTz1v61HJ 18j6VpiZo/cymrJ2Y9PMqg== 0000950134-96-002721.txt : 19960612 0000950134-96-002721.hdr.sgml : 19960612 ACCESSION NUMBER: 0000950134-96-002721 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-03073 FILED AS OF DATE: 19960606 EFFECTIVENESS DATE: 19960606 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF SOUTH MEDICAL SUPPLY INC CENTRAL INDEX KEY: 0000889885 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 640831411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-05407 FILM NUMBER: 96577858 BUSINESS ADDRESS: STREET 1: 426 CHRISTINE DR CITY: RIDGELAND STATE: MS ZIP: 39157 BUSINESS PHONE: 6018565900 MAIL ADDRESS: STREET 1: 426 CHRISTINE DR CITY: RIDGELAND STATE: MS ZIP: 39157 S-3MEF 1 REGISTRATION PURSUANT TO SECURITIES ACT 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- GULF SOUTH MEDICAL SUPPLY, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 64-0831411 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number)
426 CHRISTINE DRIVE RIDGELAND, MISSISSIPPI 39157 (601) 856-5900 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) --------------------- THOMAS G. HIXON PRESIDENT GULF SOUTH MEDICAL SUPPLY, INC. 426 CHRISTINE DRIVE RIDGELAND, MISSISSIPPI 39157 (601) 856-5900 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) --------------------- Copies to: WILLIAM B. ASHER, JR., ESQ. LARRY A. BARDEN, ESQ. TESTA, HURWITZ & THIBEAULT, LLP SIDLEY & AUSTIN HIGH STREET TOWER ONE FIRST NATIONAL PLAZA 125 HIGH STREET CHICAGO, IL 60603 BOSTON, MASSACHUSETTS 02110 (312) 853-7000 (617) 248-7000
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: /X/ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / / CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED MAXIMUM AMOUNT PROPOSED MAXIMUM AGGREGATE TITLE TO EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------- Common Stock, $0.01 par value per share.................... 239,517 shares $43.25 $10,359,110 $3,573 - ----------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------
(1) Includes 31,241 shares which the Underwriters have the option to purchase from the Company to cover over-allotments, if any. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE UNDERSIGNED REGISTRANT HEREBY INCORPORATES BY REFERENCE HEREIN THE CONTENTS OF REGISTRATION STATEMENT NO. 333-03073. THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO REGISTER AN ADDITIONAL 239,517 SHARES OF COMMON STOCK, $.01 PAR VALUE, OF GULF SOUTH MEDICAL SUPPLY, INC. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Jackson, Mississippi on June 6, 1996. GULF SOUTH MEDICAL SUPPLY, INC. By: /s/ THOMAS G. HIXON ---------------------------- Thomas G. Hixon President Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE - --------------------------------------------- ------------------------------------------------- /s/ THOMAS G. HIXON President, Chief Executive Officer - --------------------------------------------- and Director (principal Thomas G. Hixon executive officer) June 6, 1996 /s/ GUY W. EDWARDS* Vice President of Finance, Chief - --------------------------------------------- Financial Officer, Treasurer and Guy W. Edwards Director (principal financial and accounting officer) June 6, 1996 /s/ DAVID L. BOGETZ* Director June 6, 1996 - --------------------------------------------- David L. Bogetz /s/ MELVIN L. HECKTMAN* Director June 6, 1996 - --------------------------------------------- Melvin L. Hecktman /s/ WILLIAM W. McINNES* Director June 6, 1996 - --------------------------------------------- William W. McInnes
* The undersigned, Thomas G. Hixon, by signing his name hereto, does hereby execute this Registration Statement on behalf of each of the above-named persons pursuant to powers of attorney executed by such persons and filed with the Securities and Exchange Commission. /s/ THOMAS G. HIXON Thomas G. Hixon President 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ---------- ---------------------------------------------------------------------- ---------- 5.1 -- Opinion of Testa, Hurwitz & Thibeault, LLP. 23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
EX-5.1 2 OPINION OF TESTA HORWITZ 1 TESTA, HURWITZ & THIBEAULT, LLP High Street Tower 125 High Street Boston, MA 02110 June 6, 1996 Gulf South Medical Supply, Inc. 426 Christine Drive Ridgeland, MS 39157 Re: Registration Statement on Form S-3 Relating to Shares of Common Stock Dear Sir or Madam: This opinion relates to an aggregate of 239,517 shares of Common Stock, par value $.01 per share (the "Common Stock"), of Gulf South Medical Supply, Inc. (the "Company"), which are the subject matter of a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 6, 1996 (the "Registration Statement"). The 239,517 shares of Common Stock covered by the Registration Statement are being sold by the Company and include 31,241 shares subject to an over-allotment option granted by the Company to the underwriters to be named in the prospectus (the "Prospectus") incorporated by reference in the Registration Statement. Based upon such investigation as we have deemed necessary, we are of the opinion that when the shares of Common Stock to be sold by the Company pursuant to the Prospectus have been issued and paid for in accordance with the Prospectus, such shares of Common Stock will have been validly issued and will be fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus under the caption "Legal Matters." Very truly yours, TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 3 CONSENT OF ERNST & YOUNG, L.L.P. 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 14, 1996 (except for Note 2, as to which the date is April 19, 1996) in the Registration Statement (Form S-3) and related Prospectus of Gulf South Medical Supply, Inc. for the registration of 239,517 shares of its common stock and to the incorporation by reference therein of our report dated February 14, 1996, with respect to the financial statement schedule of Gulf South Medical Supply, Inc. for the year ended December 31, 1995 included in the Annual Report (Form 10-K) for 1995 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Jackson, Mississippi June 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----