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): June 5, 2007
PSS WORLD MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number: 0-23832
| Florida | 59-2280364 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
4345 Southpoint Blvd. Jacksonville, Florida | 32216 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code (904) 332-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
The exhibits to this report on Form 8-K contain statements that are not historical facts, including, but not limited to, statements regarding anticipated growth in revenue, gross and operating margins, cash flow from operations 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 presentation and press release include, without limitation, the Company’s expected results in GAAP EPS, revenue, operating margins, operating cash flow and capital expenditures for fiscal year 2008; the Company’s acquisition strategy for fiscal year 2008; and the ability to sustain revenue and operating margin growth, 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 reimbursements and 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.
| Item 2.02. | Disclosure of Results of Operations and Financial Condition. |
| Item 7.01. | Regulation FD Disclosure. |
The following information is furnished pursuant to Item 2.02,Results of Operations and Financial Condition and Item 7.01,Regulation FD Disclosure.
On May 1, 2007, PSS World Medical, Inc. (the “Company”) issued a press release announcing that the Company will provide an online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007, from 9:00 a.m. to 11.00 a.m., Eastern Time. Attached as Exhibit 99.1, 99.2, and 99.3 to this report are copies of the written materials (slides) that will be displayed during the simulcast. These materials are incorporated herein by reference.
On June 5, 2007, in conjunction with its 2007 Investor Day, PSS World Medical, Inc. (the “Company”) issued a press release in which the Company announced its financial goals for fiscal year 2008, which began on March 31, 2007. This press release is attached as Exhibit 99.4 to this report and is incorporated herein by reference. In accordance with General Instruction B.6 of Form 8-K, the information included or incorporated in this report, including Exhibit 99.1, 99.2, 99.3, and 99.4 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.2 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.3 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.4 | Press Release dated June 5, 2007 with respect to the Registrant’s financial goals for fiscal year 2008. | |
SIGNATURES
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 hereunto duly authorized.
Date: June 5, 2007
| 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 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.2 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.3 | Slides for online Web simulcast of the Company’s Investor Day meeting on Tuesday, June 5, 2007. | |
| 99.4 | Press Release dated June 5, 2007 with respect to the Registrant’s financial goals for fiscal year 2008. | |