-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQu+4Hk0J9LAIQ2vYS4MXczsPA/uW55e4xAZmyHq24BP7ieVrCo/EDUPcAsUAVnc B44CSf4UDz8AKfwOv/95Jw== 0001047469-97-006935.txt : 19971208 0001047469-97-006935.hdr.sgml : 19971208 ACCESSION NUMBER: 0001047469-97-006935 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971205 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON PHARMACIES INC CENTRAL INDEX KEY: 0001036260 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 752441557 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-22403 FILM NUMBER: 97733194 BUSINESS ADDRESS: STREET 1: 275 W PRINCETON DR CITY: PRINCETON STATE: TX ZIP: 75407 BUSINESS PHONE: 9727362424 MAIL ADDRESS: STREET 1: 275 WEST PRINCETON DRIVE CITY: PRINCETON STATE: TX ZIP: 75407 10QSB/A 1 10QSB/A U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 0-22403 HORIZON Pharmacies, Inc. (Exact name of small business issuer as specified in its charter) TEXAS 75-2441557 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 275 W. Princeton Drive Princeton, Texas 75407 (Address of principal executive offices) (972) 736-2424 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Title of Each Class Outstanding at November 28, 1997 Common stock, par value $.01 per share 4,436,503 Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] Explanatory Note On November 14, 1997 HORIZON Pharmacies, Inc. (the "Registrant") filed with the Securities and Exchange Commission its Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997. This Amendment No. 1 to the Quarterly Report on Form 10-QSB is filed solely for the purpose of reporting the use of proceeds from the Company's initial public offering which closed July 11, 1997. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS USE OF PROCEEDS. On July 11, 1997, the Registrant closed an initial public offering (the "Offering") of 1,200,000 shares (the "Shares") of its common stock, par value $.01 per share (the "Common Stock"). The Shares were offered for sale at a price of $5.00 per share pursuant to a Registration Statement on Form SB-2 (No. 333-25257) (the "Registration Statement") which was declared effective July 8, 1997. Capital West Securities, Inc. and ComVest Partners, Inc. (the "Underwriters") acted as the managing underwriters of the Offering. An aggregate of 1,500,000 shares of Common Stock (including 180,000 shares of Common Stock subject to the Underwriters' over-allotment option and 120,000 shares of Common Stock issuable upon exercise of the Underwriters' Warrants, as such term is hereafter defined), and 120,000 common stock purchase warrants (the "Underwriters' Warrants") issued to the Underwriters at a price of $.001 per warrant, were registered pursuant to the Registration Statement. The aggregate offering price of the Shares, the Underwriters' Warrants, and the Common Stock subject to the Underwriters' over-allotment option was $6,900,120. The proceeds of the Offering were subject to the following actual expenses: Direct or indirect payments to directors, officers, general partners of the Registrant or their associates; to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates Direct or indirect of the Registrant payments to others -------------------------------------------- ------------------ Underwriting discounts and commissions -0- $ 690,000 Finders' Fees -0- -0- Expenses paid to or for underwriters -0- 243,000 Other Expenses -0- 494,303 ---------- Total Expenses $1,427,303
2 The net proceeds of the Offering after deducting the expenses described above were $5,472,817. Since the closing of the Offering, such proceeds were used by the Registrant for each of the purposes indicated below: Direct or indirect payments to directors, officers, general partners of the Registrant or their associates; to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates Direct or indirect of the Registrant payments to others --------------------------------------------- ------------------ Acquisition of other business(es) -0- $1,590,562 Repayment of indebtedness $1,206,667(1)(2) 882,288 Working capital -0- 809,470 Distribution to Shareholders 300,000 Temporary Investments -0- 683,830
- ------------------- (1) Proceeds totalling approximately $1,156,667 were used to repay certain trade debt owed by the Registrant to Bergen Brunswig Drug Co. Carson A. McDonald, a member of the Registrant's Board of Directors, is an employee of Bergen Brunswig. (2) Proceeds totalling $50,000 were used to repay certain debt owed by the Registrant to Charlie K. Herr, a member of the Registrant's Board of Directors. 3 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. HORIZON PHARMACIES, INC., a Texas corporation Date: December 4, 1997 /s/ Ricky D. McCord ------------------------------------- Ricky D. McCord President and Chief Operating Officer Date: December 4, 1997 /s/ David W. Frauhiger ------------------------------------- David W. Frauhiger Chief Financial Officer and Treasurer 4 -----END PRIVACY-ENHANCED MESSAGE-----