As filed with the Securities and Exchange Commission on March 4, 2013
File No. 333-162196
File No. 333-138173
File No. 333-104262
File No. 333-50526
File No. 333-64185
File No. 333-30427
File No. 333-15107
File No. 333-15043
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-162196
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-138173
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-104262
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-50526
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-64185
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-30427
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-15107
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-15043
UNDER
THE SECURITIES ACT OF 1933
PSS WORLD MEDICAL, INC.
(Exact Name of Issuer as Specified in its Charter)
| Florida | 59-2280364 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
4345 Southpoint Boulevard, Jacksonville, Florida 32216
(Address, including zip code, and telephone number of Principal Executive Offices)
PSS World Medical, Inc. Amended and Restated 2006 Incentive Plan
PSS World Medical, Inc. 2006 Incentive Plan
PSS World Medical, Inc. 1999 Long-Term Incentive Plan
PSS World Medical, Inc. 1999 Broad-Based Employee Stock Plan
PSS World Medical, Inc. Leader’s Deferral Plan
PSS World Medical, Inc. Officer Deferred Compensation Plan
Options granted to Certain Employees outside of a Plan
Amended and Restated Directors’ Stock Plan
Physician Sales & Services, Inc. Elite Deferred Compensation Plan
PSS/Taylor Medical Profit Sharing 401(K) Plan
Amended and Restated 1994 Long Term Incentive Plan
(Full Title of the Plans)
Joshua H. DeRienzis
Vice President of Legal Affairs and Corporate Secretary
PSS WORLD MEDICAL, INC.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
(904) 332-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”), filed by PSS World Medical, Inc., a Florida corporation (the “Company”) with the Securities and Exchange Commission:
| • | Registration No. 333-162196 filed on Form S-8 on September 9, 2009, which registered the offering of 2,200,000 shares of common stock, $0.01 par value; |
| • | Registration No. 333-138173 filed on Form S-8 on October 23, 2006, which registered the offering of 2,449,112 shares of common stock, $0.01 par value; |
| • | Registration No. 333-104262 filed on Form S-8 on November 22, 2000, which registered the offering of 3,927,368 shares of common stock, $0.01 par value and $5,000,000 of Deferred Compensation Obligations; |
| • | Registration No. 333-50526 filed on Form S-8 on November 22, 2000, which registered the offering of 400,000 shares of common stock, $0.01 par value; |
| • | Registration No. 333-64185 filed on Form S-8 on September 24, 1998, which registered the offering of 200,000 shares of common stock, $0.01 par value; |
| • | Registration No. 333-30427 filed on Form S-8 on June 30, 1997, which registered the offering of $1,000,000 of Deferred Compensation Obligations; |
| • | Registration No. 333-15107 filed on Form S-8 on October 30, 1996, which registered the offering of 140,000 shares of common stock, $0.01 par value; |
| • | Registration No. 333-15043 filed on Form S-8 on October 29, 1996, which registered the offering of 1,655,000 shares of common stock, $0.01 par value; |
On October 24, 2012, the Company entered into an Agreement and Plan of Merger with McKesson Corporation, a Delaware corporation (“Parent”), and Palm Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
In connection with the Merger, the offerings pursuant to the Registration Statements have been terminated. The Company hereby removes from registration any of the securities registered under the Registration Statements that remain unsold under the above listed Registration Statements as of the filing date of these Post-Effective Amendments.
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-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 4, 2013.
| PSS WORLD MEDICAL, INC. |
/s/ Willie C. Bogan |
By: Willie C. Bogan Its: Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Gary A Corless Gary A Corless | Chief Executive Officer (Principal Executive Officer) | March 4, 2013 | ||
/s/ David M. Bronson David M. Bronson | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 4, 2013 | ||
/s/ Todd Baldanzi Todd Baldanzi | Director | March 4, 2013 | ||
/s/ Willie C. Bogan Willie C. Bogan | Director | March 4, 2013 | ||
/s/ Stanton McComb Stanton McComb | Director | March 4, 2013 | ||