Basisstatistiken
| CIK | 920527 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pss World Medical Inc
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| February 11, 2014 |
PSSI / Pss World Medical Inc / AQR CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PSS World Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366A100 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-23832 PSS WORLD MEDICAL, INC. (Exact name of registrant as speci |
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| March 4, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on March 4, 2013 File No. |
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| March 4, 2013 |
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 AMENDME |
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| February 25, 2013 |
PSSI / Pss World Medical Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PSS World Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366A100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re |
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| February 25, 2013 |
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): February 25, 2013 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Commiss |
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| February 22, 2013 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION PSS WORLD MEDICAL, INC. Amended and Restated Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PSS WORLD MEDICAL, INC. Pursuant to Section 607.1007 of the Florida Business Corporation Act (the “FBCA”), PSS World Medical, Inc., a Florida corporation (the “Corporation”), hereby amends and restates its Articles of Incorporation in their entirety, as follows: ARTICLE I NAME The name of t |
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| February 22, 2013 |
First Supplemental Indenture Exhibit 4.1 EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of February 22, 2013, between PSS WORLD MEDICAL, INC., a Florida corporation (the “Company”), and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Truste |
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| February 22, 2013 |
Press Release Exhibit 99.1 NEWS RELEASE PSS WORLD MEDICAL, INC. ANNOUNCES EFFECTIVE DATE OF MAKE-WHOLE FUNDAMENTAL CHANGE RELATING TO ITS 3.125% CONVERTIBLE SENIOR NOTES DUE 2014 JACKSONVILLE, Florida (February 22, 2013) – PSS World Medical, Inc. (the “Company”) announced today that, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of Oc |
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| February 22, 2013 |
AMENDED AND RESTATED BYLAWS PSS WORLD MEDICAL, INC. (February 22, 2013) Amended and Restated Bylaws Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PSS WORLD MEDICAL, INC. (February 22, 2013) PREAMBLE These Bylaws are subject to, and governed by, the Florida Business Corporation Act (the “Act”) and the articles of incorporation of PSS World Medical, Inc., a Florida corporation (the “Corporation”) then in effect (the “Articles of Incorporation”). In the event of a direct co |
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| February 22, 2013 |
8-K 1 d490436d8k.htm FORM 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): February 22, 2013 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction |
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| February 21, 2013 |
PSSI / Pss World Medical Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 pssi00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PSS World Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366A100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to |
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| February 19, 2013 |
Submission of Matters to a Vote of Security Holders 8-K 1 d488924d8k.htm FORM 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): February 19, 2013 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction |
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| February 14, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PSS World Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366A100 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* PSS World Medical, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 69366A100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) |
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| February 11, 2013 |
PSSI / Pss World Medical Inc / VANGUARD GROUP INC Passive Investment pssworldmedicalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: PSS World Medical Inc Title of Class of Securities: Common Stock CUSIP Number: 69366A100 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate |
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| February 11, 2013 |
PSSI / Pss World Medical Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 0 PSS WORLD MEDICAL INC Common Stock Cusip #69366A100 Cusip #69366A100 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 6,540,800 Item 6: 0 Item 7: 6,540,800 Item 8: 0 Item 9: 6,540,800 Item 11: 12.999% Item 12: HC Cusip #69366A100 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 6,540,800 Item 8: 0 I |
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| February 8, 2013 |
PSSI / Pss World Medical Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) PSS WORLD MEDICAL INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 69366A100 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 8, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2013 |
DECEMBER 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN EX-10.8A 3 d480465dex108a.htm EX-10.8A Exhibit 10.8a DECEMBER 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This December 2012 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 31st day of December 2012, and is effective as of January 1, 2013. WITNESSETH: WHEREAS, the Company has previously |
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| February 6, 2013 |
JANUARY 2013 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN EX-10.8b Exhibit 10.8b JANUARY 2013 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This January 2013 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 22nd day of January 2013, and is effective as of February 1, 2013. WITNESSETH: WHEREAS, the Company has previously adopted the PSS World Medical, |
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| February 6, 2013 |
EX-10.2A 2 d480465dex102a.htm EX-10.2A Exhibit 10.2a TERMINATION AMENDMENT TO THE PSS WORLD MEDICAL, INC. EMPLOYEE STOCK PURCHASE PLAN (formerly known as the Physician Sales & Service, Inc. Employee Stock Purchase Plan) This Termination Amendment to the PSS World Medical, Inc. Employee Stock Purchase Plan (formerly known as the Physician Sales & Service, Inc. Employee Stock Purchase Plan) is adopt |
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| February 6, 2013 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 1, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PSS WORLD MEDICAL, INC. |
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| January 31, 2013 |
PSSI / Pss World Medical Inc / JANUS CAPITAL MANAGEMENT LLC - 13G/A PSSI 12-31-12 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: PSS World Medical, Inc. Title of Class of Securities: Common Stock CUSIP Number: 69366A100 Date of Event Which Requires Filing of this Statement: 12/31/2012 Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| January 17, 2013 |
January 16, 2013 Via E-mail Mr. Gary A. Corless, President and Chief Executive Officer PSS World Medical, Inc. 4345 Southpoint Blvd. Jacksonville, Florida 32216 Re: PSS World Medical, Inc. Form PREM 14A Filed November 16, 2012 File No. 000-23832 Dear Mr. Corless: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not |
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| January 16, 2013 |
Definitive Special Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 16, 2013 |
Correspondence PSS World Medical, Inc. 4345 Southpoint Boulevard Jacksonville, FL 32216 904 380 - 4529 January 16, 2013 VIA EDGAR Mr. John Reynolds Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: PSS World Medical, Inc. Amendment No. 1 to Form PREM 14A Filed December 26, 2012 File No. 000-23832 Per our c |
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| January 14, 2013 |
Correspondence January 14, 2013 VIA EDGAR Mr. John Reynolds Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: PSS World Medical, Inc. Amendment No. 1 to Form PREM 14A Filed December 26, 2012 File No. 000-23832 This letter sets forth the responses of PSS World Medical, Inc. (“PSS” or the “Company”) to the S |
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| January 11, 2013 |
January 11, 2013 Via E-mail Mr. Gary A. Corless, President and Chief Executive Officer PSS World Medical, Inc. 4345 Southpoint Blvd. Jacksonville, Florida 32216 Re: PSS World Medical, Inc. Amendment No. 1 to Form PREM 14A Filed December 26, 2012 File No. 000-23832 Dear Mr. Corless: We have reviewed your amended filing and have the following comments. In some of our comments, we may ask you to prov |
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| December 26, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 d458929d8k.htm FORM 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): December 26, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction |
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| December 26, 2012 |
EX-99.1 2 d458929dex991.htm JOINT PRESS RELEASE Exhibit 99.1 MCKESSON ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO ACT WAITING PERIOD FOR ACQUISITION OF PSS WORLD MEDICAL SAN FRANCISCO & JACKSONVILLE, Florida, December 26, 2012 - McKesson Corporation (NYSE: MCK), a leading healthcare services and information technology company, announced today that it has received notification of early termina |
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| December 26, 2012 |
Correspondence December 26, 2012 VIA EDGAR Mr. John Reynolds Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: PSS World Medical, Inc. Form PREM 14A Filed November 16, 2012 File No. 000-23832 This letter sets forth the responses of PSS World Medical, Inc. (“PSS” or the “Company”) to the Securities and Exch |
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| December 26, 2012 |
Revised Special Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 26, 2012 |
Form 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): December 26, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Co |
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| December 26, 2012 |
Joint Press Release Exhibit 99.1 MCKESSON ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO ACT WAITING PERIOD FOR ACQUISITION OF PSS WORLD MEDICAL SAN FRANCISCO & JACKSONVILLE, Florida, December 26, 2012 - McKesson Corporation (NYSE: MCK), a leading healthcare services and information technology company, announced today that it has received notification of early termination of the waiting period u |
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| December 17, 2012 |
December 14, 2012 Via E-mail Mr. Gary A. Corless, President and Chief Executive Officer PSS World Medical, Inc. 4345 Southpoint Blvd. Jacksonville, Florida 32216 Re: PSS World Medical, Inc. Form PREM 14A Filed November 16, 2012 File No. 000-23832 Dear Corless: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we |
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| December 13, 2012 |
McKESSON RE-FILES PRE-MERGER NOTIFICATION UNDER THE HART-SCOTT-RODINO ACT EX-99.1 2 d453099dex991.htm JOINT PRESS RELEASE ISSUED BY MCKESSON AND PSS WORLD MEDICAL Exhibit 99.1 McKESSON RE-FILES PRE-MERGER NOTIFICATION UNDER THE HART-SCOTT-RODINO ACT SAN FRANCISCO & JACKSONVILLE, Florida, December 10, 2012 – McKesson Corporation (NYSE: MCK), a leading healthcare services and information technology company, and PSS World Medical, Inc. (NASDAQ: PSSI), announced today that |
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| December 13, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8 K Form 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): December 10, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Commission File Number: 0-23832 Florida 59-2280364 (State or other jurisdicti |
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| December 10, 2012 |
PSSI / Pss World Medical Inc / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No. 1 PSS WORLD MEDICAL INC Common Stock Cusip #69366A100 Cusip #69366A100 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 60,000 Item 6: 0 Item 7: 60,000 Item 8: 0 Item 9: 60,000 Item 11: 0.119% Item 12: HC Cusip #69366A100 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 60,000 It |
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| December 7, 2012 |
PSSI / Pss World Medical Inc / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* PSS World Medical (Name of Issuer) common (Title of Class of Securities) 69366A100 (CUSIP Number) November 30, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| November 16, 2012 |
PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 7, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amendment to Employment Agmt Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of September, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and Joshua H. D |
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| November 7, 2012 |
10-Q 1 d402605d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| November 7, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amendment to Employment Agmt Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 13th day of September, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and Mark E. Ste |
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| November 7, 2012 |
Form of Nonstatutory Stock Option Certificate Exhibit 10.1 N O N S T A T U T O R Y S T O C K O P T I O N C E R T I F I C A T E Non-transferable G R A N T TO (“Optionee”) the right to purchase from PSS World Medical, Inc. (the “Company”) shares of its Common Stock, par value $0.01, at the price of $ per share (the “Option”) pursuant to and subject to the provisions of the PSS World Medical, Inc. 20 |
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| October 25, 2012 |
Form 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): October 24, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Com |
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| October 25, 2012 |
Form 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): October 24, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Com |
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| October 25, 2012 |
EX-2.1 2 d430216dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among MCKESSON CORPORATION, PALM MERGER SUB, INC., and PSS WORLD MEDICAL, INC. Dated as of October 24, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of |
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| October 25, 2012 |
Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among MCKESSON CORPORATION, PALM MERGER SUB, INC., and PSS WORLD MEDICAL, INC. Dated as of October 24, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of Incorporation; Bylaws 2 S |
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| October 25, 2012 |
McKESSON TO PURCHASE PSS WORLD MEDICAL, INC. IN A TRANSACTION VALUED AT $2.1 BILLION EX-99.1 3 d430216dex991.htm PRESS RELEASE Exhibit 99.1 McKESSON TO PURCHASE PSS WORLD MEDICAL, INC. IN A TRANSACTION VALUED AT $2.1 BILLION SAN FRANCISCO & JACKSONVILLE, Florida, October 25, 2012 – McKesson Corporation (NYSE: MCK), a leading healthcare services and information technology company, and PSS World Medical, Inc. (NASDAQ: PSSI), announced today that the two companies have signed a defin |
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| October 25, 2012 |
McKESSON TO PURCHASE PSS WORLD MEDICAL, INC. IN A TRANSACTION VALUED AT $2.1 BILLION Press Release Exhibit 99.1 McKESSON TO PURCHASE PSS WORLD MEDICAL, INC. IN A TRANSACTION VALUED AT $2.1 BILLION SAN FRANCISCO & JACKSONVILLE, Florida, October 25, 2012 – McKesson Corporation (NYSE: MCK), a leading healthcare services and information technology company, and PSS World Medical, Inc. (NASDAQ: PSSI), announced today that the two companies have signed a definitive agreement under which |
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| August 27, 2012 |
- PSS WORLD MEDICAL, INC. FORM 11-K 3-31-2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended March 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| August 17, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 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): August 16, 2012 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 |
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| August 8, 2012 |
P E R F O R M AN C E – B A S E D R E S T R I C T E D S T O C K U N I T A G R E E M E N T GRANT TO Form of Total Shareholder Return Award Agreement EXHIBIT 10.9 P E R F O R M AN C E – B A S E D R E S T R I C T E D S T O C K U N I T A G R E E M E N T Non-transferable GRANT TO (“Grantee”) by PSS World Medical, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s common stock, par value $0.01 per share (“Shares |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT John Sasen Second Amendment to Employment Agreement EXHIBIT 10.5 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT John Sasen THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS WORLD MEDICAL, INC., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Gary Corless EX-10.1 2 d362293dex101.htm AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT Gary Corless THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other s |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Brad Hilton Amendment to Employment Agreement EXHIBIT 10.4 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT Brad Hilton THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and s |
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| August 8, 2012 |
P E R F O R M AN C E – B A S E D R E S T R I C T E D S T O C K U N I T A G R E E M E N T GRANT TO EX-10.8 9 d362293dex108.htm FORM OF PERFORMANCE-BASED STOCK AGREEMENT EXHIBIT 10.8 P E R F O R M AN C E – B A S E D R E S T R I C T E D S T O C K U N I T A G R E E M E N T Non-transferable GRANT TO (“Grantee”) by PSS World Medical, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s common stock, par value $0. |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Edward Dienes Amendment to Employment Agreement EXHIBIT 10.6 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT Edward Dienes THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Kevin English EX-10.3 4 d362293dex103.htm AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.3 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT Kevin English THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other |
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| August 8, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 8, 2012 |
JULY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Amendment to Conformed Amended and Restated Savings Plan EXHIBIT 10.10 JULY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This July 2012 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 26th day of July 2012, and is effective as of September 1, 2012. WITNESSETH: WHEREAS, the Company has pr |
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| August 8, 2012 |
EX-10.7 8 d362293dex107.htm FORM OF PERFORMANCE-ACCELERATED STOCK AGREEMENT EXHIBIT 10.7 P E R F O R M AN C E – A C C E L E R A T E D R E S T R I C T E D S T O C K U N I T A G R E E M E N T Non-transferable GRANT TO (“Grantee”) by PSS World Medical, Inc. (the “Company”) of Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of its common stock, $0.01 |
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| August 8, 2012 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT David Bronson EX-10.2 3 d362293dex102.htm AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.2 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT David Bronson THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of June, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other |
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| August 3, 2012 |
Press release Exhibit 99.1 N E W S R E L E A S E Contact: Jenny Kobin Vice President, Investor Relations 904-332-3287 PSS WORLD MEDICAL ANNOUNCES CLOSING OF EXCHANGE OFFER FOR 6.375% SENIOR NOTES DUE 2022 Jacksonville, Florida (August 3, 2012) – PSS World Medical, Inc. (NasdaqGS:PSSI) announced today the closing of its offer to exchange $250 million of outstanding 6.375% Senior Notes due 2022 issu |
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| August 3, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 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): August 3, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Commi |
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| July 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8k.htm FORM 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 26, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Commission File Number: 0-23832 Florida 59-2280364 (State or oth |
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| July 26, 2012 |
EX-99.1 2 pressrelease.htm PRESS RELEASE 7/26/2012 N E W S R E L E A S E Investor Contact: Media Contact: Jenny Kobin Beth Graham Vice President, Investor Relations Senior Public Relations Specialist 904-332-3287 904-332-4563 PSS WORLD MEDICAL REPORTS RESULTS FOR FIRST QUARTER FISCAL YEAR 2013 First Quarter Consolidated Highlights: · Earnings per diluted share attributable to PSS World Medical, In |
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| July 26, 2012 |
Financial Supplement For the First Quarter of Fiscal Year 2013 ending June 29, 2012 EX-99.2 3 financialsupplement.htm FINANCIAL SUPPLEMENT 7/26/2012 Financial Supplement For the First Quarter of Fiscal Year 2013 ending June 29, 2012 PSS World Medical, Inc. As of June 29, 2012 Current Fiscal Year Unaudited Consolidated Income Statement (in thousands, except per share data) 2013 Q1 Net sales $ 409,389 Cost of goods sold 273,101 Gross profit 136,288 General and administrative expens |
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| July 6, 2012 |
Notice and Access UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| July 6, 2012 |
Definitive Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 5, 2012 |
Form 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): June 29, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Florida 0-23832 59-2280364 (State or other jurisdiction of incorporation) (Commis |
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| June 29, 2012 |
Rule 424(b)(3) Final Prospectus Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. |
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| June 18, 2012 |
Bylaws of Physician Sales & Service, Inc. Exhibit 3.34 BYLAWS OF PHYSICIAN SALES & SERVICE, INC. A FLORIDA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Florida Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum an |
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| June 18, 2012 |
Form S-4 Table of Contents As filed with the Securities and Exchange Commission on June 15, 2012 Registration No. |
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| June 18, 2012 |
ARTICLES OF INCORPORATION WORLDMED SHARED SERVICES, INC. Articles of Incorporation of WorldMed Shared Services, Inc. Exhibit 3.57 ARTICLES OF INCORPORATION OF WORLDMED SHARED SERVICES, INC. The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation. EFFECTIVE DATE 03-11-04 ARTICLE I NAME AND ADDRESS Section 1.1 Name. The name of the corporation is WorldMed Shared Service |
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| June 18, 2012 |
ARTICLES OF ORGANIZATION SCRIP PAK, LLC Articles of Organization of Scrip Pak, LLC Exhibit 3.47 ARTICLES OF ORGANIZATION OF SCRIP PAK, LLC The undersigned organizer, who is the authorized representative of Scrip Pak, LLC (the “Company”) under the Florida Limited Liability Company Act, hereby adopts the following Articles of Organization. ARTICLE I – NAME The name of the Company is Scrip Pak, LLC. ARTICLE II – PRINCIPAL OFFICE The mailin |
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| June 18, 2012 |
ARTICLES OF INCORPORATION PSS SERVICE, INC. Articles of Incorporation of PSS Service, Inc. Exhibit 3.43 ARTICLES OF INCORPORATION OF PSS SERVICE, INC. The undersigned, being an individual, does hereby does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Florida Business Corporation Act. ARTICLE 1 NAME The corporate name f |
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| June 18, 2012 |
Bylaws of Ancillary Management Solutions, Inc. Exhibit 3.4 BYLAWS OF ANCILLARY MANAGEMENT SOLUTIONS, INC. A TENNESSEE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Tennessee Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section |
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| June 18, 2012 |
Articles of Organization of POC Management Group, LLC, dated January 6, 2005 Exhibit 3. |
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| June 18, 2012 |
Statement of Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 PSS WORLD MEDICAL, INC. AND SUBSIDIARIES COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES FOR THE FISCAL YEARS ENDED MARCH 30, 2012, APRIL 1, 2011, APRIL 2, 2010, MARCH 27, 2009, AND MARCH 28, 2008 (Dollars in Thousands) 2012 2011 2010 2009 2008 Fixed charges: Interest expense $ 20,148 $ 17,121 $ 17,295 $ 22 |
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| June 18, 2012 |
ARTICLES OF INCORPORATION THRIFTY MEDICAL, INC. Articles of Incorporation of ThriftyMed, Inc. Exhibit 3.53 ARTICLES OF INCORPORATION OF THRIFTY MEDICAL, INC. The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation: Article I Name Section 1.1. Name. The name of this corporation shall be Thrifty Medical, Inc. Article II Principal Office and Mailing Address Sect |
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| June 18, 2012 |
Charter of Theratech, Inc. Exhibit 3.51 CHARTER OF THERATECH, INC. The undersigned, having capacity to contract and acting as the Incorporator for the Corporation under the Tennessee Business Corporation Act, adopts the following charter for such Corporation: 1. The name of the Corporation is Theratech, Inc. 2. The Corporation is authorized to issue five thousand (5,000) shares of common stock. Al |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STAT RX USA, LLC Amended and Restated Limited Liability Company Operating Agreement Stat Rx USA Exhibit 3. |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POC MANAGEMENT GROUP, LLC Amended and Restated Limited Liability Company Operating Agreement POC Exhibit 3.38 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POC MANAGEMENT GROUP, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of POC MANAGEMENT GROUP, LLC (the “Company”), is hereby entered into this day of November, 2011, by and between the Company and t |
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| June 18, 2012 |
CERTIFICATE OF FORMATION SUNSHINE STATE MEDICAL SOLUTIONS, LLC Certificate of Formation of Linear Holdings, LLC Exhibit 3.29 State of Delaware Secretary of State Division of Corporations Delivered 02:15 PM 09/07/2010 FILED 01:49 PM 09/07/2010 SRV 100887762 – 4868650 FILE CERTIFICATE OF FORMATION OF SUNSHINE STATE MEDICAL SOLUTIONS, LLC This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 o |
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| June 18, 2012 |
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PROJECT I ACQUISITION SUB, LLC Limited Liability Company Operating Agreement of Project I Acquisition Sub, LLC Exhibit 3. |
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| June 18, 2012 |
Bylaws of Gulf South Medical Supply, Inc. Exhibit 3.24 BYLAWS OF GULF SOUTH MEDICAL SUPPLY, INC. A DELAWARE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum |
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| June 18, 2012 |
Bylaws of DSRx, Inc. Exhibit 3.20 BYLAWS OF DSRX, INC. A CALIFORNIA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 California Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 2 Section 2.6 Proxies |
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| June 18, 2012 |
Continuing Guaranty Agreement Exhibit 10.9k EXECUTION VERSION CONTINUING GUARANTY AGREEMENT THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made on June 14, 2012, by the undersigned, each with a mailing address at 4345 Southpoint Boulevard, Jacksonville, FL 32216 (collectively herein called, the “Immaterial Subsidiary Guarantors” and each, an “Immaterial Subsidiary Guarantor”), in favor of |
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| June 18, 2012 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 PSS WORLD MEDICAL, INC. NOTICE OF GUARANTEED DELIVERY With Respect to the Tender for Exchange of Registered 6.375% Senior Notes due 2022 for Outstanding 6.375% Senior Notes due 2022 Pursuant to the Prospectus Dated , 2012 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MA |
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| June 18, 2012 |
RESTATED ARTICLES OF INCORPORATION CASCADE MEDICAL SUPPLY, INC. Restated Articles of Incorporation of Cascade Medical Supply, Inc. Exhibit 3.9 RESTATED ARTICLES OF INCORPORATION OF CASCADE MEDICAL SUPPLY, INC. The undersigned Shareholders, being all the shareholders of the Company, have duly approved, upon recommendation of the Board of Directors, amendments to the Company’s Articles of Incorporation, and hereby Restate the Articles of Incorporation of Cascade |
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| June 18, 2012 |
CERTIFICATE OF FORMATION SOUTHEAST MEDICAL SOLUTIONS RX, LLC Certificate of Formation of Stat Rx USA, LLC, as amended Exhibit 3.49 State of Delaware Secretary of State Division of Corporations Delivered 02:16 PM 09/07/2010 FILED 01:51 PM 09/07/2010 SRV 100887777 - 4868652 FILE CERTIFICATE OF FORMATION OF SOUTHEAST MEDICAL SOLUTIONS RX, LLC This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18 |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SCRIP PAK, LLC Amended and Restated Limited Liability Company Operating Agreement Scrip Pak Exhibit 3. |
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| June 18, 2012 |
CHARTER MANAGEMENT ALTERNATIVES, INC. Charter of Ancillary Management Solutions, Inc., dated October 6, 2000, as amend Exhibit 3.3 CHARTER OF MANAGEMENT ALTERNATIVES, INC. The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation. 1. The name of the corporation is Management Alternatives, Inc. 2. The corporation is for profit. 3. The str |
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| June 18, 2012 |
Bylaws of Blue Medical Supply, Inc. Exhibit 3.6 BYLAWS OF BLUE MEDICAL SUPPLY, INC. A DELAWARE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournme |
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| June 18, 2012 |
Bylaws of WorldMed Shared Services, Inc. Exhibit 3.58 BYLAWS OF WORLDMED SHARED SERVICES, INC. A FLORIDA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Florida Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and |
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| June 18, 2012 |
Bylaws of PSS Holding, Inc. Exhibit 3.42 BYLAWS OF PSS HOLDING, INC. A FLORIDA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Florida Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 |
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| June 18, 2012 |
ARTICLES OF INCORPORATION PSS WORLD MEDICAL, INC. Articles of Incorporation of Physician Sales & Service, Inc. Exhibit 3.33 ARTICLES OF INCORPORATION OF PSS WORLD MEDICAL, INC. The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation: Article I Name Section 1.1. Name. The name of this corporation shall be PSS World Medical, Inc. Article II Principal Office and M |
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| June 18, 2012 |
CERTIFICATE OF FORMATION PROJECT I ACQUISITION SUB, LLC Certificate of Formation of Infolab, LLC Exhibit 3.25 CERTIFICATE OF FORMATION OF PROJECT I ACQUISITION SUB, LLC 1. The name of the limited liability company is Project I Acquisition Sub, LLC. 2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc. |
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| June 18, 2012 |
ARTICLES OF INCORPORATION FEDERAL MEDICAL SUPPLIES, INC. Exhibit 3.21 ARTICLES OF INCORPORATION OF FEDERAL MEDICAL SUPPLIES, INC. I. The name of the corporation is FEDERAL MEDICAL SUPPLIES, INC. II. The corporation shall have perpetual duration. III. The corporation shall have as its primary purpose the right and privilege to engage in the business of providing medical supplies to private entities, persons and corporations for a fee allowed by law and r |
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| June 18, 2012 |
CERTIFICATE OF INCORPORATION DS HOLDINGS, INC. Certificate of Incorporation of DS Holdings, Inc. Exhibit 3.17 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/18/2001 010292310 – 3403537 CERTIFICATE OF INCORPORATION OF DS HOLDINGS, INC. 1. The name of the corporation is DS Holdings, Inc. 2. The address, including street, number, city and county of the registered office of the corporation in the State of Delaware |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CLAIMONE, LLC Exhibit 3.12 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CLAIMONE, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of CLAIMONE, LLC (the “Company”), is hereby entered into this day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”). BACKGROUND The Company was for |
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| June 18, 2012 |
List of Subsidiaries Exhibit 21.1 List of Subsidiaries of PSS World Medical, Inc. Name of Domestic Subsidiary State of Formation (Names under which Subsidiary conducts business) Gulf South Medical Supply, Inc. Delaware Physician Sales & Service, Inc. Florida Physician Sales & Service Limited Partnership Florida PSS Holding, Inc. Florida PSS Service, Inc. Florida ThriftyMed, Inc. Florida WorldMed S |
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| June 18, 2012 |
CERTIFICATE OF FORMATION BOTTOMLINE MEDICAL SOLUTIONS, LLC Certificate of Formation of BottomLine Medical Solutions, LLC Exhibit 3.7 State of Delaware Secretary of State Division of Corporations Delivered 02:38 PM 08/17/2011 FILED 02:38 PM 08/17/2011 SRV 110928742 - 5026072 FILE CERTIFICATE OF FORMATION OF BOTTOMLINE MEDICAL SOLUTIONS, LLC This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section |
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| June 18, 2012 |
Amended and Restated Limited Liability Company Operating Agreement World Medical Exhibit 3. |
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| June 18, 2012 |
Bylaws of ProClaim, Inc. Exhibit 3.40 BYLAWS OF PROCLAIM, INC. A TENNESSEE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Tennessee Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 Pr |
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| June 18, 2012 |
Charter of ProClaim, Inc. Exhibit 3.39 CHARTER OF PROCLAIM, INC. The undersigned, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation: 1. The name of the corporation is ProClaim, Inc. 2. The duration of the corporation is perpetual. 3. The registered office of the cor |
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| June 18, 2012 |
Amended and Restated Limited Partnership Agreement Exhibit 3.36 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP April 2, 1999 THE LIMITED PARTNERSHIP INTERESTS IN PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND |
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| June 18, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GULF SOUTH MEDICAL SUPPLY, INC. Amended and Restated Certificate of Incorp of Gulf South Medical Supply, Inc. Exhibit 3.23 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GULF SOUTH MEDICAL SUPPLY, INC. Gulf South Medical Supply, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Gulf South Medical Supply, Inc. The original Certi |
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| June 18, 2012 |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 Exhibit 25. |
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| June 18, 2012 |
Form of Letter of Transmittal Exhibit 99.1 PSS WORLD MEDICAL, INC. LETTER OF TRANSMITTAL To Tender for Exchange Registered 6.375% Senior Notes due 2022 for Outstanding 6.375% Senior Notes due 2022 Pursuant to the Prospectus Dated , 2012 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., N |
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| June 18, 2012 |
CERTIFICATE OF FORMATION WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC Certificate of Formation of World Medical Government Solutions, LLC Exhibit 3.55 State of Delaware Secretary of State Division of Corporations Delivered 09:17 AM 12/30/2011 FILED 09:12 AM 12/30/2011 SRV 111354374 - 5088502 FILE CERTIFICATE OF FORMATION OF WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC This Certificate of Formation of World Medical Government Solutions, LLC (the “Company”) is being execut |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LINEAR MEDICAL SOLUTIONS, LLC Amended and Restated Limited Liability Company Operating Agreement Linear Med Exhibit 3. |
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| June 18, 2012 |
RESTATED CERTIFICATE OF INCORPORATION DISPENSING SOLUTIONS, INC. (a Delaware corporation) Articles of Incorporation of Dispensing Solutions Acquisition Corp. Exhibit 3.15 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:02 AM 10/19/2001 010524129 – 3374087 RESTATED CERTIFICATE OF INCORPORATION OF DISPENSING SOLUTIONS, INC. (a Delaware corporation) The following Restated Certificate of Incorporation of Dispensing Solutions, Inc., (i) restates the provisions of the |
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| June 18, 2012 |
CERTIFICATE OF FORMATION COMPREHENSIVE MEDICAL SOLUTIONS, LLC Certificate of Formation of ClaimOne, LLC Exhibit 3.11 State of Delaware Secretary of State Division of Corporations Delivered 02:16 PM 09/07/2010 FILED 01:52 PM 09/07/2010 SRV 100887787 – 4868654 FILE CERTIFICATE OF FORMATION OF COMPREHENSIVE MEDICAL SOLUTIONS, LLC This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the De |
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| June 18, 2012 |
Amended and Restated Limited Liability Company Operating Agreement BottomLine Exhibit 3. |
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| June 18, 2012 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BLUE MEDICAL SUPPLY, INC. Third Amended and Restated Certificate of Incorporation of Blue Medical Supply Exhibit 3. |
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| June 18, 2012 |
Bylaws of PSS Service, Inc. Exhibit 3.44 BYLAWS OF PSS SERVICE, INC. A FLORIDA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Florida Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 |
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| June 18, 2012 |
ARTICLES OF INCORPORATION PSS HOLDING, INC. Articles of Incorporation of PSS Holding, Inc. Exhibit 3.41 ARTICLES OF INCORPORATION OF PSS HOLDING, INC. The undersigned, being an individual, does hereby act as Incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Florida Business Corporation Act. ARTICLE I NAME The corporate name for the corpo |
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| June 18, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LINEAR HOLDINGS, LLC Amended and Restated Limited Liability Company Operating Agreement Linear Hold Exhibit 3. |
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| June 18, 2012 |
Bylaws of Keltman Pharmaceuticals, Inc. Exhibit 3.28 BYLAWS OF KELTMAN PHARMACEUTICALS, INC. A MISSISSIPPI CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Mississippi Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quoru |
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| June 18, 2012 |
Bylaws of Dispensing Solutions, Inc. Exhibit 3.16 BYLAWS OF DISPENSING SOLUTIONS, INC. A DELAWARE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjour |
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| June 18, 2012 |
Supplemental Indenture Exhibit 4.4 Supplemental Indenture SUPPLEMENTAL INDENTURE, dated as of June 15, 2012 (this “Supplemental Indenture”), among Blue Medical Supply, Inc., a corporation duly organized and existing under the laws of the State of Delaware (along with its successors and assigns, “Blue Medical”), Federal Medical Supplies, Inc., a corporation duly organized and existing under the law |
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| June 18, 2012 |
Bylaws of ThriftyMed, Inc. Exhibit 3.54 BYLAWS OF THRIFTYMED, INC. A FLORIDA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Florida Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 Pr |
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| June 18, 2012 |
Amended and Restated Articles of Incorporation of Rebel Distributors Corp. Exhibit 3.45 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF REBEL DISTRIBUTORS CORP. The undersigned, Destry Setser, hereby certifies that: 1. He is the president and secretary of Rebel Distributors Corp. 2. The Articles of Incorporation of this corporation are amended and restated to read as follows: ARTICLES OF INCORPO |
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| June 18, 2012 |
CERTIFICATE OF FORMATION LEADING MEDICAL SOLUTIONS, LLC Certificate of Formation of Linear Medical Solutions, LLC, as amended Exhibit 3.31 State of Delaware Secretary of State Division of Corporations Delivered 02:16 PM 09/07/2010 FILED 01:54 PM 09/07/2010 SRV 100887799 - 4868658 FILE CERTIFICATE OF FORMATION OF LEADING MEDICAL SOLUTIONS, LLC This Certificate of Formation is being executed for the purpose of forming a limited liability company under Se |
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| June 18, 2012 |
Articles of Incorporation of Keltman Pharmaceuticals, Inc., as amended Exhibit 3.27 F0001 – PAGE 1 OF 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Incorporation The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes t |
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| June 18, 2012 |
Exhibit 3.22 BYLAWS OF FEDERAL MEDICAL SUPPLIES, INC. A GEORGIA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Georgia Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 2 Section 2.6 Proxies 2 Secti |
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| June 18, 2012 |
Bylaws of DS Holdings, Inc. Exhibit 3.18 BYLAWS OF DS HOLDINGS, INC. A DELAWARE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 2 Section 2.6 |
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| June 18, 2012 |
ARTICLES OF INCORPORATION DISPENSING SOLUTIONS ACQUISITION CORP. Articles of Incorporation of Dispensing Solutions Acquisition Corp. Exhibit 3.13 ARTICLES OF INCORPORATION OF DISPENSING SOLUTIONS ACQUISITION CORP. I. The name of this corporation is Dispensing Solutions Acquisition Corp. (hereinafter “Corporation”). II. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporatio |
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| June 18, 2012 |
Form of Instructions to Registered Holder Exhibit 99.3 PSS WORLD MEDICAL, INC. INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER With Respect to the Tender for Exchange of Registered 6.375% Senior Notes due 2022 for Outstanding 6.375% Senior Notes due 2022 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTEND |
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| June 18, 2012 |
Amended and Restated Bylaws of Rebel Distributors Corp. Exhibit 3.46 AMENDED AND RESTATED BYLAWS OF REBEL DISTRIBUTORS CORP. A CALIFORNIA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 California Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice |
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| June 18, 2012 |
CERTIFICATE OF LIMITED PARTNERSHIP PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP Certificate of Limited Partnership of Physician Sales & Service Limited Partners Exhibit 3. |
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| June 18, 2012 |
ARTICLES OF INCORPORATION DSRX, INC. EX-3.19 18 d367340dex319.htm ARTICLES OF INCORPORATION OF DSRX, INC. Exhibit 3.19 ARTICLES OF INCORPORATION OF DSRX, INC. I. The name of this corporation is DSRx, Inc. (hereinafter “Corporation”). II. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, th |
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| June 18, 2012 |
Bylaws of Dispensing Solutions Acquisition Corp. Exhibit 3.14 BYLAWS OF DISPENSING SOLUTIONS ACQUISITION CORP. A CALIFORNIA CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 California Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 S |
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| June 18, 2012 |
Bylaws of Cascade Medical Supply, Inc. Exhibit 3.10 BYLAWS OF CASCADE MEDICAL SUPPLY, INC. A WASHINGTON CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Washington Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum an |
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| June 18, 2012 |
Bylaws of Theratech, Inc. Exhibit 3.52 BYLAWS OF THERATECH, INC. A TENNESSEE CORPORATION TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Tennessee Office 1 Section 1.2 Other Offices 1 ARTICLE II SHAREHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 |
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| May 29, 2012 |
EX-21 9 d337497dex21.htm LIST OF SUBSIDIARIES Exhibit 21 List of Subsidiaries of PSS World Medical, Inc. Name of Domestic Subsidiary State of Formation (Names under which Subsidiary conducts business) Gulf South Medical Supply, Inc. Delaware Physician Sales & Service, Inc. Florida Physician Sales & Service Limited Partnership Florida PSS Holding, Inc. Florida PSS Service, Inc. Florida ThriftyMed, |
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| May 29, 2012 |
AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED LEADER’S DEFERRED COMPENSATION PLAN EX-10.18C 7 d337497dex1018c.htm AMENDMENT TO DEFERRED COMPENSATION PLAN Exhibit 10.18c AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED LEADER’S DEFERRED COMPENSATION PLAN THIS AMENDMENT (this “Amendment”), effective as of the 27th day of March, 2012, is made to the PSS World Medical, Inc. Amended and Leader’s Deferred Compensation Plan (the “Plan”). All defined terms used herein but |
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| May 29, 2012 |
MAY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN May 2012 Amendment to Restated Savings Plan Exhibit 10.8a MAY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This May 2012 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 18th day of May 2012, and is effective as of July 1, 2012. WITNESSETH: WHEREAS, the Company has previously adopted the |
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| May 29, 2012 |
AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED ELITe DEFERRED COMPENSATION PLAN Amendment to Deferred Compensation Plan Exhibit 10.17c AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED ELITe DEFERRED COMPENSATION PLAN THIS AMENDMENT (this “Amendment”), effective as of the 27th day of March, 2012, is made to the PSS World Medical, Inc. Amended and Restated ELITe Deferred Compensation Plan (the “Plan”). All defined terms used herein but not defined shall have the me |
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| May 29, 2012 |
Conformed Amended Savings Plan Exhibit 10.8 AMENDMENT AND RESTATEMENT OF THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Effective as of April 1, 2009 AMENDMENT AND RESTATEMENT OF THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Table of Contents Page ARTICLE I DEFINITIONS I-1 1.1 “ACCOUNT” OR “ACCOUNTS” I-1 1.2 “ACTUAL CONTRIBUTION PERCENTAGE” OR “ACP” I-1 1.3 “ACTUAL CONTRIBUTION RATIO” OR “ACR” I-1 1.4 “ACTUA |
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| May 29, 2012 |
AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED OFFICER DEFERRED COMPENSATION PLAN Amendment to Deferred Compensation Plan Exhibit 10.16d AMENDMENT TO THE PSS WORLD MEDICAL, INC. AMENDED AND RESTATED OFFICER DEFERRED COMPENSATION PLAN THIS AMENDMENT (this “Amendment”), effective as of the 27th day of March, 2012, is made to the PSS World Medical, Inc. Amended and Restated Officer Deferred Compensation Plan (the “Plan”). All defined terms used herein but not defined shall have th |
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| May 29, 2012 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT FIRST AMENDMENT TO SECOND AMENDED ... Exhibit 10.9h EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 13th day of February, 2012, by and among PSS WORLD MEDICAL, INC., a Florida corporation (“PSS”), GULF SOUTH MEDICAL SUPPLY |
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| May 29, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 29, 2012 |
Computation of Earnings Exhibit 12 PSS WORLD MEDICAL, INC. AND SUBSIDIARIES COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES FOR THE FISCAL YEARS ENDED MARCH 30, 2012, APRIL 1, 2011, APRIL 2, 2010, MARCH 27, 2009, AND MARCH 28, 2008 (Dollars in Thousands) 2012 2011 2010 2009 2008 Fixed charges: Interest expense $ 20,148 $ 17,121 $ 17,295 $ 22,158 $ 12,495 Capitalized interest 897 52 |
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| May 24, 2012 |
Form 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): May 24, 2012 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 |
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| May 24, 2012 |
Materials for Online Web Simulcast of the Company's Investor Day Meeting PSS WORLD MEDICAL INVESTOR DAY 2012 May 24, 2012 InterContinental Hotel - Times Square New York, NY EXHIBIT 99. |
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| May 10, 2012 |
8-K 1 d340061d8k.htm FORM 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): May 8, 2012 PSS WORLD MEDICAL, INC. (Exact name of Registrant as specified in its charter) Commission File Number: 0-23832 Florida 59-2280364 (State or o |
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| May 10, 2012 |
PSS WORLD MEDICAL REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR 2012 Press Release Exhibit 99.1 Contact: Jenny Kobin Vice President, Investor Relations 904-332-3287 PSS WORLD MEDICAL REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR 2012 Fiscal Year 2012 Highlights: • Consolidated net sales growth of 3.3% • Physician Business net sales growth of 6.2% • Extended Care Business net sales decline of 3.4% • Consolidated earnings per diluted share growth of 4.5% to $1.3 |
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| May 10, 2012 |
PSS WORLD MEDICAL LAUNCHES STRATEGIC TRANSFORMATION PLAN Press Release Exhibit 99.3 Contact: Jenny R. Kobin Vice President, Investor Relations 904-332-3287 PSS WORLD MEDICAL LAUNCHES STRATEGIC TRANSFORMATION PLAN • Focused on four newly structured high-growth business verticals – Physician, Laboratory, In-Office Dispensing and Home Care & Hospice • Will seek to divest two business units serving skilled nursing facilities and specialty dental practices • |
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| May 10, 2012 |
Financial Supplement For the Fourth Quarter of Fiscal Year 2012 ending March 30, 2012 Financial Supplement Exhibit 99.2 Financial Supplement For the Fourth Quarter of Fiscal Year 2012 ending March 30, 2012 PSS World Medical, Inc. As of March 30, 2012 Current Fiscal Year Unaudited Consolidated Income Statement (in thousands, except per share data) 2012 Q1 Q2 Q3 Q4 YTD Net sales $ 513,682 $ 521,756 $ 527,695 $ 538,870 $ 2,102,002 Cost of goods sold 352,925 354,653 357,199 363,023 1,4 |
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| March 14, 2012 |
begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C$P(#`@;V)J#3P\+TQI;F5A7!E+UA2968O5ULQ(#(@,5T^/G-T7!E+T-A=&%L;V<^/@UE;F1O8FH-,3(@ M,"!O8FH-/#PO0V]N=&5N=',@,30@,"!2+T-R;W!";WA;,"`P(#8Q,B`W.3)= M+TUE9&EA0F]X6S`@,"`V,3(@-SDR72]087)E;G0@."`P(%(O4F5S;W5R8V5S M(#$V(#`@4B]2;W1A=&4@,"]4>7!E+U!A9V4^/@UE;F1O8FH-,3,@,"!O8FH- M/#PO1FEL=&5R+T9L871E1&5C;V1E+T9I&D@1LTFI-QT$H:MP/&[VBT$4 M)3`(N,+V./;-9;QTZD171?GT+B\ |
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| February 28, 2012 |
N E W S R E L E A S E Contact: PSS World Medical Investor Relations 904-332-3287 PSS WORLD MEDICAL ANNOUNCES CLOSING OF OFFERING OF $250 MILLION OF SENIOR NOTES JACKSONVILLE, Fla. |
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| February 28, 2012 |
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): February 24, 2012 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 (IRS E |
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| February 28, 2012 |
$250,000,000 PSS WORLD MEDICAL, INC. 6.375% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 EXECUTION VERSION $250,000,000 PSS WORLD MEDICAL, INC. 6.375% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENT February 24, 2012 Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the Initial Purchasers, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: PSS World Medical, Inc., |
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| February 28, 2012 |
EXHIBIT 4.1 [EXECUTION VERSION] INDENTURE Dated as of February 24, 2012 Between PSS WORLD MEDICAL, INC., and U.S. BANK NATIONAL ASSOCIATION, Trustee $250,000,000 6.375% Senior Notes due 2022 CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section Section 310(a)(1) 7.10 (a)(2) N.A. (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10; 13.02 Section 311(a) 7.11 (b) 7.11 Section 312(a) N.A. (b) 1 |
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| February 16, 2012 |
N E W S R E L E A S E Contact: PSS World Medical Investor Relations 904-332-3287 PSS WORLD MEDICAL ANNOUNCES PRICING OF OFFERING OF $250 MILLION OF SENIOR NOTES JACKSONVILLE, Fla. |
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| February 16, 2012 |
Financial Statements and Exhibits, Other Events - FORM 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): February 16, 2012 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 (IRS E |
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| February 14, 2012 |
PSSI / Pss World Medical Inc / JANUS CAPITAL MANAGEMENT LLC - 13G/A ANNUAL Passive Investment SC 13G/A 1 pssi2102011.txt 13G/A ANNUAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1* Name of Issuer: PSS World Medical, Inc. Title of Class of Securities: Common Stock CUSIP Number: 69366A100 Date of Event Which Requires Filing of this Statement: 12/31/2011 Check the appropriate box to designate the |
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| February 14, 2012 |
PSSI / Pss World Medical Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 0 PSS WORLD MEDICAL INC Common Stock Cusip #69366A100 Cusip #69366A100 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 12,300 Item 6: 0 Item 7: 3,081,900 Item 8: 0 Item 9: 3,081,900 Item 11: 5.846% Item 12: HC Cusip #69366A100 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,081,900 Item 8: 0 Item |
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| February 14, 2012 |
PSSI / Pss World Medical Inc / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* PSS World Medical (Name of Issuer) common (Title of Class of Securities) 69366A100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 10, 2012 |
N E W S R E L E A S E Contact: PSS World Medical Investor Relations 904-332-3287 PSS WORLD MEDICAL ANNOUNCES PROPOSED OFFERING OF $250 MILLION OF SENIOR NOTES Jacksonville, Florida (February 10, 2012) – PSS World Medical, Inc. |
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| February 10, 2012 |
PSSI / Pss World Medical Inc / VANGUARD GROUP INC Passive Investment pssworldmedicalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: PSS World Medical Inc Title of Class of Securities: Common Stock CUSIP Number: 69366A100 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate |
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| February 10, 2012 |
PSSI / Pss World Medical Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) PSS WORLD MEDICAL INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 69366A100 - (CUSIP Number) December 30, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 10, 2012 |
Financial Statements and Exhibits, Other Events - FORM 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): February 10, 2012 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 (IRS E |
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| February 8, 2012 |
NOVEMBER 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Amendment to PSS World Savings Plan EXHIBIT 10.8a NOVEMBER 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This November 2011 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 30th day of November, and is effective as of December 1, 2011. WITNESSETH: WHEREAS, the Company has previously adopte |
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| February 8, 2012 |
DECEMBER 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Amendment to PSS World Savings Plan EXHIBIT 10.8b DECEMBER 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This December 2011 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 28th day of December, 2011, and is effective as of February 1, 2012. WITNESSETH: WHEREAS, the Company has previously |
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| February 8, 2012 |
IRS 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN IRS Amendment to PSS World Savings Plan EXHIBIT 10.8c IRS 2011 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This IRS 2011 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made at the request of the Internal Revenue Service in association with the Plan’s Application for Determination filed with the Internal Revenue Service and is effective as of the dates set fort |
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| February 8, 2012 |
SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT Second Amended and Restated Stock Pledge Agreement EXHIBIT 10.9c SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT, dated as of November 16, 2011, is executed and delivered by PSS World Medical, Inc., a Florida corporation (“PSS”), Gulf South Medical Supply, Inc., a Delaware corporation (“Gulf South”), ProClaim, Inc., a Tennessee corporation |
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| February 8, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 8, 2012 |
JANUARY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN Amendment to PSS World Savings Plan EXHIBIT 10.8d JANUARY 2012 AMENDMENT TO THE PSS WORLD MEDICAL, INC. SAVINGS PLAN This January 2012 Amendment (the “Amendment”) to the PSS World Medical, Inc. Savings Plan is made and entered into by PSS World Medical, Inc. (the “Company”), this 24th day of January, 2012, and is effective as of March 1, 2012. WITNESSETH: WHEREAS, the Company has previously adopte |
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| February 8, 2012 |
Second Amended and Restated Credit and Security Agreement EXHIBIT 10.9a SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of November 16, 2011 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Administrative Agent and PSS WORLD MEDICAL, INC. AND CERTAIN OF ITS SUBSIDIARIES as the Borrowers and CERTAIN OTHER SUBSIDIARIES OF PSS WORLD MEDI |
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| February 8, 2012 |
SECOND AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE AGREEMENT Second Amended and Restated Partnership Interest Pledge Agreement EXHIBIT 10.9b SECOND AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE AGREEMENT THIS SECOND AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as of November 16, 2011, is executed and delivered by PSS World Medical, Inc., a Florida corporation (“PSS”), and PSS Holding, Inc., a Florida corporation (“PSS Holding”, and, |
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| January 26, 2012 |
Financial Supplement For the Third Quarter of Fiscal Year 2012 ending December 30, 2011 PSS World Medical, Inc. |
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| January 26, 2012 |
N E W S R E L E A S E Contact: PSS World Medical Investor Relations 904-332-3287 PSS WORLD MEDICAL REPORTS RESULTS FOR FISCAL YEAR 2012 THIRD QUARTER Company Revises FY12 EPS Goal to $1. |
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| January 26, 2012 |
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): January 26, 2012 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 (IRS Em |
