Filed Pursuant to Rule 424(b)(3)
Registration No. 333-114004
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 3, 2005)
$150,000,000
PSS World Medical, Inc.
2.25% Convertible Senior Notes
due March 15, 2024
and
8,774,235 Shares of Common Stock Issuable
Upon Conversion of the Notes
_________________
This prospectus supplement relates to the resale by the selling Securityholder of its notes and the common stock issuable upon conversion of its notes.
This prospectus supplement updates the prospectus effective March 3, 2005,which prospectus is included in Post-Effective Amendment No. 2 to our registration statement on Form S-3 filed with the Securities and Exchange Commission on February 17, 2005. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
The following represents updated information regarding the selling securityholders listed in the selling securityholder table in the prospectus:
| Name of Selling Securityholder | Principal Amount of Notes Beneficially Owned that may be Sold | Number of Shares of Common Stock Owned Prior to this Offering (1) | Conversion Shares of Common Stock that may be Sold (2) | Notes Owned After Completion of this Offering (3) | Shares of Common Stock Owned After Completion of this Offering(3) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Argent LowLev Convertible Arbitrage | |||||||||||||||||
| Fund(4) | $ | 6,340,000 | 370,858 | 370,858 | 0 | 0 | |||||||||||
| Chrysler Corporation Master Retirement | |||||||||||||||||
| Trust(5) | $ | 9,950,000 | 582,024 | 582,024 | 0 | 0 | |||||||||||
| Delta Air Lines Master Trust - CV(5) | $ | 1,660,000 | 97,102 | 97,102 | 0 | 0 | |||||||||||
| Delta Pilots Disability & Survivorship | |||||||||||||||||
| Trust - CV(5) | $ | 980,000 | 57,325 | 57,325 | 0 | 0 | |||||||||||
| F.M. Kirby Foundation, Inc.(5) | $ | 1,445,000 | 84,525 | 84,525 | 0 | 0 | |||||||||||
| International Truck & Engine | |||||||||||||||||
| Corporation Non-Contributory | |||||||||||||||||
| Retirement Plan Trust(5) | $ | 1,160,000 | 67,854 | 67,854 | 0 | 0 | |||||||||||
| International Truck & Engine | |||||||||||||||||
| Corporation Retirement Plan for | |||||||||||||||||
| Salaried Employees Trust(5) | $ | 1,120,000 | 65,514 | 65,514 | 0 | 0 | |||||||||||
| International Truck & Engine | |||||||||||||||||
| Corporation Retiree Health Benefit Trust(5) | $ | 455,000 | 26,615 | 26,615 | 0 | 0 | |||||||||||
| Microsoft Corporation(5) | $ | 955,000 | 55,863 | 55,863 | 0 | 0 | |||||||||||
| Motion Picture Industry Health Plan - | |||||||||||||||||
| Retiree Member Fund(5) | $ | 140,000 | 8,189 | 8,189 | 0 | 0 | |||||||||||
| OCM Convertible Trust(5) | $ | 2,690,000 | 157,351 | 157,351 | 0 | 0 | |||||||||||
| Partner Reinsurance Company Ltd.(5) | $ | 1,565,000 | 91,545 | 91,545 | 0 | 0 | |||||||||||
| Qwest Occupational Health Trust(5) | $ | 300,000 | 17,548 | 17,548 | 0 | 0 | |||||||||||
| S.A.C. Capital Associates LLC | $ | 0 | 0 | 0 | 0 | 0 | |||||||||||
| State Employees' Retirement Fund of | |||||||||||||||||
| the State of Delaware(5) | $ | 2,405,000 | 140,680 | 140,680 | 0 | 0 | |||||||||||
| The St. Paul Travelers Companies, Inc. - | |||||||||||||||||
| Personal Lines(5) | $ | 820,000 | 47,966 | 47,966 | 0 | 0 | |||||||||||
| UnumProvident Corporation(5) | $ | 830,000 | 48,551 | 48,551 | 0 | 0 | |||||||||||
(1) Includes common stock into which the notes are convertible.
(2) Assumes conversion of the notes into shares of common stock at a conversion rate of 58.4949 shares of common stock per each $1,000 principal amount of notes. The conversion rate and the number of shares of common stock issuable upon conversion of the notes is subject to adjustment under certain circumstances. See “Description of Notes – Conversion Rights.” Accordingly, the number of shares of common stock issuable upon conversion of the notes may increase or decrease from time to time.
(3) We do not know when or in what amounts a selling securityholder may offer the notes or shares of common stock for sale. The selling securityholders might not sell any or all of the notes or shares of common stock offered by this prospectus. Because the selling securityholders may offer all or some of the notes or shares of common stock pursuant to this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the notes or shares of common stock, we cannot estimate the number of the notes or shares of common stock that will be held by the selling securityholders after completion of this offering. However, for purposes of this table, we have assumed that, after completion of the offering pursuant to this prospectus, none of the notes or shares of common stock covered by this prospectus will be held by the selling securityholders.
(4) Argent Management Company, LLC, as either partner of or investment advisor to the selling securityholder, has voting and investment power over these securities. Nathaniel Brown and Robert Richardson exercise voting and investment control over these securities on Argent Management Company, LLC’s behalf.
(5) Oaktree Capital Management, LLC acts as investment manager for the selling securityholder. Lawrence Keele exercises voting and investment control over these securities on its behalf.
_________________
Investing in our notes or our common stock involves risks. Please review the “Risk Factors” beginning on page 7 of the prospectus for a discussion of certain risks that you should consider in connection with an investment in the notes and common stock issuable upon conversion of the notes.
_________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.