-----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, ER9V6l6zR+lmv2/y+BZnPG8iCOgIjTJ/CwzB+XxX7jLMuCfk7VQprpDWOMNuxNWU M1Mct1+AbXDj7a5cDUhBQw== 0000950134-97-005195.txt : 19970709 0000950134-97-005195.hdr.sgml : 19970709 ACCESSION NUMBER: 0000950134-97-005195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970708 EFFECTIVENESS DATE: 19970708 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30891 FILM NUMBER: 97637470 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-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1997 REGISTRATION NO. 333-____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 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 (I.R.S. Employer Incorporation or Organization) Identification No.) ONE WOODGREEN PLACE MADISON, MISSISSIPPI 39110 (Address of Principal Executive Offices) (Zip Code) --------------------- GULF SOUTH MEDICAL SUPPLY, INC. 1997 STOCK PLAN (Full Title of the Plan) --------------------- THOMAS G. HIXON GULF SOUTH MEDICAL SUPPLY, INC. ONE WOODGREEN PLACE MADISON, MISSISSIPPI 39110 (Name and Address of Agent For Service) 601-856-5900 (Telephone Number, Including Area Code, of Agent For Service) --------------------- Copy to: WILLIAM B. ASHER, JR., ESQ. TESTA, HURWITZ & THIBEAULT, LLP HIGH STREET TOWER 125 HIGH STREET BOSTON, MASSACHUSETTS 02110 =============================================================================== 2 =============================================================================== CALCULATION OF REGISTRATION FEE ===============================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE - ------------------- --------------- ------------------ ------------------ ---------------- Common Stock, $.01 245,000 shares $20.49(1) $ 5,020,050 $1,522 par value 605,000 shares $19.25(2) $11,646,250 $3,530 Total 850,000 =======
=============================================================================== (1) All shares are issuable upon the exercise of outstanding options with fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised. (2) None of such shares are subject to outstanding options. The exercise price of such options shall be determined at the time of grant. Accordingly, pursuant to Rule 457(c) and (h)(1), the price of $19.25 per share, which is the average of the high and low prices reported on the Nasdaq National Market on July 2, 1997, is set forth solely for purposes of calculating the filing fee. - 2 - 3 f PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The documents containing the information specified in this Item 1 will be sent or given to employees, directors or others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission") and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The documents containing the information specified in this Item 2 will be sent or given to employees as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration Statement by reference as of their respective dates: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed pursuant to the Exchange Act which contains audited financial statements for the fiscal year ended December 31, 1996. (b) The Registrant's Current Report on Form 8-K dated December 26, 1996, filed on January 9, 1997. (c) Amendment No. 1 to the Registrant's Current Report on Form 8-K dated December 26, 1996, filed on March 11, 1997. (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 filed with the Commission on May 14, 1997. (e) The section entitled "Description of Registrant's Securities to be Registered" contained in the Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act and declared effective March 24, 1994, including any amendment or reports filed for the purpose of updating such description. - 3 - 4 All documents subsequently filed with the Commission 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 herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law and the Registrant's Charter and by-laws provide for indemnification of the Registrant's directors and officers or liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Registrant, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to the Registrant's charter and by-laws filed as exhibits 3.1 and 3.2 to the Registrant's Registration Statement No. 33-75170 on Form S-1, as amended, respectively. The Registrant maintains directors and officers liability insurance for the benefit of its directors and certain of its officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. - 4 - 5 ITEM 8. EXHIBITS. Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.2 Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.3 Specimen Stock Certificate representing the Common Stock of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.4 1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 4.5 Form of the Registrant's Incentive Stock Option Agreement under the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 4.6 Form of the Registrant's Non-Qualified Stock Option Agreement under the 1997 Stock Plan (Incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 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) 24.1 Power of Attorney (found on Page 8 of this Registration Statement) - 5 - 6 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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 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 the 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. - 6 - 7 (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 foregoing provisions, 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. - 7 - 8 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 Madison, state of Mississippi, on this 8th day of June, 1997. GULF SOUTH MEDICAL SUPPLY, INC. By: /s/ THOMAS G. HIXON --------------------------------------- Thomas G. Hixon President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby constitutes and appoints Thomas G. Hixon and Guy W. Edwards and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to sign all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Gulf South Medical Supply, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title(s) Date --------- -------- ---- /s/ THOMAS G. HIXON President, Chief Executive Officer June 8, 1997 ------------------------- and Chairman of the Board Thomas G. Hixon (principal executive officer) /s/ JOHN L. VAUGHAN, JR. Vice President Finance and June 8, 1997 ------------------------- Controller John L. Vaughan, Jr. (principal financial and accounting officer) Director , 1997 ------------------------- ------ Guy W. Edwards /s/ DAVID L. BOGETZ Director June 8, 1997 ------------------------- David L. Bogetz /s/ MELVIN L. HECKTMAN Director June 8, 1997 ------------------------- Melvin L. Hecktman /s/ WILLIAM W. MCINNES Director June 8, 1997 ------------------------- William W. McInnes
- 8 - 9 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.2 Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.3 Specimen Stock Certificate representing the Common Stock of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, No. 33-75170.). 4.4 1997 Stock Plan (Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 4.5 Form of the Registrant's Incentive Stock Option Agreement under the 1997 Stock Plan (Incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 4.6 Form of the Registrant's Non-Qualified Stock Option Agreement under the 1997 Stock Plan (Incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.). 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) 24.1 Power of Attorney (found on Page 8 of this Registration Statement) EX-5.1 2 OPINION OF TESTA HURWITZ & THIBEAULT, LLP 1 EXHIBIT 5.1 July 7, 1997 Gulf South Medical Supply, Inc. One Woodgreen Place Madison, MS 39110 Re: Registration Statement on Form S-8 Relating to the Gulf South Medical Supply, Inc. 1997 Stock Plan (the "Plan") Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by Gulf South Medical Supply, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 850,000 shares of Common Stock, $.0l par value, of the Company (the "Shares"). We are counsel to the Company and are familiar with the proceedings of its stockholders and Board of Directors. We have examined original or certified copies of the Company's certificate of incorporation, as amended, the Company's by-laws, as amended, the corporate records of the Company to the date hereof, and such other certificates, documents, records and materials as we have deemed necessary in connection with this opinion letter. We are members only of the Bar of the Commonwealth of Massachusetts and are not experts in, and express no opinion regarding, the laws of any jurisdiction other than the Commonwealth of Massachusetts and the United States of America, and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, we are of the opinion that the Shares issued or proposed to be issued by the Company pursuant to the Plan will be, upon receipt of the consideration provided for in the Plan, validly issued, fully paid and nonassessable after issuance of such Shares in accordance with the terms of the Plan. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ TESTA, HURWITZ & THIBEAULT, LLP TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 Consent of Ernst & Young LLP We consent to the incorporation by references in the Registration Statement (Form S-8 No. 333-____) pertaining to the registration of 850,000 shares of Gulf South Medical Supply, Inc. common stock for the Gulf South Medical Supply, Inc. 1997 Stock Plan of our report dated February 7, 1997, with respect to the consolidated financial statements and schedule of Gulf South Medical Supply, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. Jackson, Mississippi July 7, 1997 /s/ ERNST & YOUNG -----END PRIVACY-ENHANCED MESSAGE-----