8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   July 22, 2004

PSS WORLD MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number:   0-23832

Florida      (State or other jurisdiction   of incorporation or organization)	59-2280364      (IRS Employer  Identification Number)
4345 Southpoint Blvd.          Jacksonville, Florida (Address of principal executive offices)	32216  (Zip code)
Registrant's telephone number	(904) 332-3000

Item 7.    Financial Statements and Exhibits.

        (a) Not Applicable.

        (b) Not Applicable.

        (c) Exhibits:

Exhibit Number	Description
99.1	Press Release dated July 22, 2004

Item 12.    Results of Operation and Financial Condition.

On July 22, 2004, PSS World Medical, Inc. issued a press release announcing that it has reached a settlement agreement related to the purchase price adjustment claim from SourceOne Healthcare Technologies, Inc., the buyer of the Imaging Business which was sold on November 18, 2002, including information about the effect of such settlement on its results of operations for the first quarter of fiscal year 2005. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.6 of Form 8-K, the information included or incorporated in this Item 12, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 22, 2004

PSS WORLD MEDICAL, INC.

By: /s/ David M. Bronson
    Name:   David M. Bronson
    Title:    Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

    99.1        Press Release dated July 22, 2004.

EX-99

N   E   W   S        R   E   L   E   A   S   E

Contact:   Robert C. Weiner
                 Vice President, Investor Relations
                  904-332-3287

PSS WORLD MEDICAL REPORTS FINAL ARBITRATION SETTLEMENT FOR
CLAIM FROM BUYERS OF IMAGING BUSINESS

JACKSONVILLE, Florida (July 22, 2004) – PSS World Medical, Inc. (NASDAQ/NM: PSSI) announced today that it has settled, through arbitration, a claim from SourceOne Healthcare Technologies, buyers of the Company’s former Imaging Business, which was divested in November 2002. SourceOne Healthcare Technologies’ initial claim was for a purchase price adjustment of $32.3 million, based on an accounting of the net assets of the business as of the closing date. The claim was later reduced to $28.2 million. The final arbitration settlement will result in a $1.7 million charge (net of taxes) to discontinued operations in the Company’s first quarter of fiscal year 2005 and a cash payment to SourceOne Healthcare Technologies of $4.3 million.

        PSS World Medical, Inc. is a specialty marketer and distributor of medical products to physicians and elder care providers through its two business units. Since its inception in 1983, PSS has become a leader in the two market segments that it serves with a focused market approach to customer services, a consultative sales force, strategic acquisitions, strong arrangements with product manufacturers and a unique culture of performance.

        All statements in this release that are not historical facts, including, but not limited to, statements regarding anticipated growth in revenue, gross and operating margins, and earnings, statements regarding the Company’s current business strategy, the Company’s ability to complete and integrate acquired businesses and generate acceptable rates of return, the Company’s projected sources and uses of cash, and the Company’s plans for future development and operations, are based upon current expectations. Specifically, forward-looking statements in this Press Release include, without limitation, the Company’s expected results in GAAP EPS, revenue, operating incomes and operating margins for continuing operations and discontinued operations for both the consolidated company and for each of its businesses in fiscal year 2005; the expected operational cash flow in fiscal year 2005; the ability to sustain revenue growth and expected growth rates of the marketing programs in its Physician and Elder Care Businesses; expected flu vaccine sales during fiscal year 2005; and expected sales growth from durable medical equipment, housekeeping, revenues derived from home care and assisted living customers, our expectations for revenue, operating income, operating margin, cash flow from operations and earnings per share for fiscal year 2005, as well as other expectations of growth and financial and operational performance. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause results to differ materially are the following: pricing and customer credit quality pressures; the loss of any of our distributorship agreements and our reliance on relationships with our vendors; our reliance on a limited number of elder care customers; the availability of sufficient capital to finance the Company’s business plans on terms satisfactory to the Company; competitive factors; the ability of the Company to adequately defend or reach a settlement of outstanding litigations and investigations involving the Company or its management; changes in labor, equipment and capital costs; changes in regulations affecting the Company’s business, such as the Medicare cliffs, changes in malpractice insurance rates and tort reform; future acquisitions or strategic partnerships; general business and economic conditions; and other factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Many of these factors are outside the control of the Company. The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company also wishes to caution readers that it undertakes no duty or is under no obligation to update or revise any forward-looking statements.

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