-----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, T49VJWlsn+rRjnpvAEXWRYHdce5G2mCKdd/pB/TZwpdivmCwtmQgy/BK+gI/g/ln 8XbHM0BMjC8gefQfJ33XAg== 0000950138-96-000132.txt : 19960523 0000950138-96-000132.hdr.sgml : 19960523 ACCESSION NUMBER: 0000950138-96-000132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960522 EFFECTIVENESS DATE: 19960610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04291 FILM NUMBER: 96571086 BUSINESS ADDRESS: STREET 1: 14000 RIVERPORT DRIVE CITY: ST LOUIS STATE: MO ZIP: 63043 BUSINESS PHONE: 3147701666 MAIL ADDRESS: STREET 1: 14000 RIVERPORT DRIVE CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63102-2750 S-8 1 1 As Filed with the Securities and Exchange Commission on May 22, 1996 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------------ EXPRESS SCRIPTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 43-1420563 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14000 Riverport Drive Maryland Heights, Missouri 63043 (Address, including zip code, of registrant's principal executive offices) AMENDED AND RESTATED 1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS - ------------------------------------------------------------------------------- (Full Title of the Plan) Barrett A. Toan President and Chief Executive Officer Express Scripts, Inc. 14000 Riverport Drive Maryland Heights, Missouri 63043 (314) 770-1666 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ CALCULATION OF REGISTRATION FEE ============================================================================================================
Proposed Maximum Proposed Maximum Title of Securities Amount Offering Price Aggregate Amount of to be Registered to be Registered Per Share Offering Price Registration Fee - -------------------------- ------------------ ---------------- ------------------- --------------------- Class A Common Stock, par value $.01 94,000 Shares $46.75 $4,394,500 $1,515.34 ============================================================================================================ (Continued) 2 Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. Proposed maximum offering price represents the average high and low reported market prices of the Registrant's Class A Common Stock on May 20, 1996 with respect to securities for which options have not been granted. This Registration Statement also covers such additional shares of Class A Common Stock as may be issuable pursuant to antidilution provisions.
This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this form relating to the same employee benefit plan is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed by Express Scripts, Inc. (the "Company") on June 10, 1993, Registration No. 33-64094 are incorporated by reference into this Registration Statement. =============================================================================== 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryland Heights, State of Missouri, on May 22, 1996. EXPRESS SCRIPTS, INC. By: /s/ Barrett A. Toan --------------------------------- Barrett A. Toan, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Barrett A. Toan, Stuart L. Bascomb, Thomas M. Boudreau and Jeannette L. Austin and each of them (with full power to each of them to act alone), his or her true and lawful attorneys in fact and agents for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name Title Date - ------------------------------ --------------------------------- ------------ /s/ Barrett A. Toan President, Chief Executive May 22, 1996 - ------------------------------ Officer and Director Barrett A. Toan /s/ Stuart L. Bascomb Executive View President and May 22, 1996 - ------------------------------ Chief Financial Officer Stuart L. Bascomb (Principal Financial Officer) /s/ Joseph W. Plum Controller May 22, 1996 - ------------------------------ (Principal Accounting Officer) Joseph W. Plum /s/ Bernard N. Del Bello Director May 22, 1996 - ------------------------------ Bernard N. Del Bello 4 Name Title Date - ------------------------------ --------------------------------- ------------ /s/ Lee M. Gammill, Jr. Director May 22, 1996 - ------------------------------ Lee M. Gammill, Jr. /s/ Richard M. Kernan, Jr. Director May 22, 1996 - ------------------------------ Richard M. Kernan, Jr. /s/ Richard A. Norling Director May 22, 1996 - ------------------------------ Richard A. Norling /s/ Frederick J. Sievert Director May 22, 1996 - ------------------------------ Frederick J. Sievert /s/ Stephen N. Steinig Director May 22, 1996 - ------------------------------ Stephen N. Steinig /s/ Seymour Sternberg Director May 22, 1996 - ------------------------------ Seymour Sternberg /s/ Howard L. Waltman Director May 22, 1996 - ------------------------------ Howard L. Waltman /s/ Norman Zachary Director May 22, 1996 - ------------------------------ Norman Zachary 5 EXPRESS SCRIPTS, INC. EXHIBIT INDEX Exhibit Number Description - -------------- -------------------------------------------------------------- 5.1 Opinion of Thomas M. Boudreau, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Company 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Counsel to Express Scripts, Inc. (included in Exhibit 5.1) 24.1 Power of Attorney (included in Signature Page) EX-5.1 2 1 EXHIBIT 5.1 May 22, 1996 Express Scripts, Inc. 14000 Riverport Drive Maryland Heights, Missouri 63043 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Express Scripts, Inc., a Delaware corporation (the "Company"), and in such capacity I am familiar with the Registration Statement on Form S-8 to which this opinion is filed as an exhibit (the "Registration Statement"), which registers under the Securities Act of 1933, as amended (the "Securities Act"), 94,000 shares of Class A Common Stock, par value $0.01, of the Company (the "Shares"), which are to be issued upon exercise of options granted under the Company's Amended and Restated 1992 Stock Option Plan for Outside Directors as amended by the First Amendment thereto (the "Plan"). I have examined originals or copies, certified or otherwise, identified to my satisfaction of such documents, corporate records, certificates of public officials and other instruments as I deemed necessary for the purposes of the opinion expressed herein. I have assumed the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, and the conformity to authentic originals of all documents submitted to me as certified or photostatic copies. I have also assumed the due authorization, execution and delivery of all documents. On the basis of the foregoing, I am of the opinion that when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act, and the Shares have been issued in accordance with the terms of the Plan, then the Shares will be legally issued, fully paid and nonassessable. This opinion is not rendered with respect to any laws other than Federal law and Corporation Law of the State of Delaware. I consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Yours truly, /S/ THOMAS M. BOUDREAU Thomas M. Boudreau Senior Vice President, General Counsel and Secretary EX-23.1 3 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7, 1996 appearing on page 25 of the 1995 Annual Report to shareholders of Express Scripts, Inc., which is incorporated by reference in Express Scripts, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 22 of such Annual Report on Form 10-K. /S/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP St. Louis, Missouri May 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----