-----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, SJ4Co12gGS9lQ5ILyEo+r1gBqfBc6v9fNpUsZOHdtywDgLblQT6mC3PL+Dmu7hmv qDvJue2ke13BZsjwHWMvyw== 0000950131-01-502029.txt : 20010628 0000950131-01-502029.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950131-01-502029 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D & K HEALTHCARE RESOURCES INC CENTRAL INDEX KEY: 0000888914 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 431465483 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60146 FILM NUMBER: 1668861 BUSINESS ADDRESS: STREET 1: 8000 MARYLAND AVENUE STREET 2: SUITE 920 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147273485 MAIL ADDRESS: STREET 1: 8000 MARYLAND AVENUE STREET 2: SUITE 920 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: D & K WHOLESALE DRUG INC/DE/ DATE OF NAME CHANGE: 19930328 S-3/A 1 ds3a.txt AMENDMENT NO. 2 TO FORM S-3 As filed with the Securities and Exchange Commission on June 27, 2001 Registration No. 333-60146 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- PRE-EFFECTIVE AMENDMENT No. 2 To FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- D & K HEALTHCARE RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 43-1465483 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8000 Maryland Avenue, Suite 920, St. Louis, Missouri 63105 (314) 727-3485 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- J. HORD ARMSTRONG, III Chairman of the Board and Chief Executive Officer D & K Healthcare Resources, Inc. 8000 Maryland Avenue, Suite 920, St. Louis, Missouri 63105 (314) 727-3485 (Address, including zip code, and telephone number, including area code, of agent for service) --------------- With copies to: JOHN L. GILLIS, JR., ESQ. ROBERT J. GRAMMIG, ESQ. Armstrong Teasdale LLP Holland & Knight LLP One Metropolitan Square, Suite 2600 400 North Ashley Drive St. Louis, Missouri 63102-2740 Tampa, Florida 33602 (314) 621-5070 (813) 227-8500 --------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] --------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Explanatory Note This Pre-Effective Amendment No. 2 to Form S-3 is being filed for the purpose of filing a revised Exhibit 10.17 which was previously filed with the Registrant's Pre-Effective Amendment No. 1 to Form S-3 on June 7, 2001. The revised exhibit contains language which was redacted from the exhibit as originally filed. 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-3 and has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 27th day of June, 2001. D & K Healthcare Resources, Inc. /s/ J. Hord Armstrong, III By: _________________________________ J. Hord Armstrong, III Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ J. Hord Armstrong Chairman, Chief Executive June 27, 2001 ____________________________________ Officer, Treasurer and J. Hord Armstrong Director /s/ Martin D. Wilson President, Chief Operating June 27, 2001 ____________________________________ Officer, and Director Martin D. Wilson /s/ Thomas S. Hilton Sr. Vice President and Chief June 27, 2001 ____________________________________ Financial and Accounting Thomas S. Hilton Officer * Director June 27, 2001 ____________________________________ Richard F. Ford * Director June 27, 2001 ____________________________________ Bryan H. Lawrence * Director June 27, 2001 ____________________________________ Harvey C. Jewett, IV * Director June 27, 2001 ____________________________________ Robert E. Korenblat * Director June 27, 2001 ____________________________________ Thomas F. Patton * Director June 27, 2001 ____________________________________ Louis B. Susman * Director June 27, 2001 ____________________________________ James M. Usdan *By: /s/ J. Hord Armstrong, III J. Hord Armstrong, III Attorney-in-Fact
II-1 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 1** Form of Underwriting Agreement. 2.1* Stock Purchase and Redemption Agreement, dated as of November 30, 1995, by and among Pharmaceutical Buyers, Inc., J. David McCay, The J. David McCay Living Trust, Robert E. Korenblat and the registrant filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended March 28, 1997. 2.2* Stock Purchase Agreement dated June 1, 1999 by and between the registrant and Harvey C. Jewett, IV, filed as an exhibit to Form 8-K dated June 14, 1999. 3.1* Restated Certificate of Incorporation, filed as an exhibit to registrant's Registration Statement on Form S-1 (Reg. No. 33-48730). 3.2* Certificate of Amendment to the Restated Certificate of Incorporation of D&K Wholesale Drug, Inc. filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1998. 3.3* Certificate of Designations for Series B Junior Participating Preferred Stock of D&K Healthcare Resources, Inc. filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 3.4* By-laws of the registrant, as currently in effect, filed as an exhibit to registrant's Registration Statement on Form S-1 (Reg. No. 33-48730). 4.1* Form of certificate for Common Stock, filed as an exhibit to registrant's Registration Statement on Form S-1 (Reg. No. 33-48730). 4.2* Form of Rights Agreement dated as of November 12, 1998 between registrant and Harris Trust and Savings Bank as Rights Agent, which includes as Exhibit B the form of Right Certificate, filed as an exhibit to Form 8-K dated November 17, 1998. 5** Legal Opinion of Armstrong Teasdale LLP. 10.1* D & K Healthcare Resources, Inc., Amended and Restated 1992 Long Term Incentive Plan, filed as Annex A to the registrant's 1999 Proxy Statement. 10.2* D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust, dated January 1, 1995, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended March 29, 1996. 10.2a* Amendment Number 1 to D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust, dated December 20, 1996, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.2b* Amendment Number 2 to D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust, dated September 17, 1997, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.2c* Resolution to D & K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust, dated March 27, 2000, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.3* Amended and Restated Lease Agreement, dated as of January 16, 1996, by and between Morhaert Development, L.L.C. and the registrant, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended March 29, 1996.
II-2
Exhibit Number Description ------- ----------- 10.4* Purchase and Sale Agreement dated as of August 7, 1998 between registrant, certain of its subsidiaries and D&K Receivables Corporation, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1998. 10.5* Fifth Amended and Restated Loan and Security Agreement, dated September 30, 2000, by and among Fleet Capital Corporation, the registrant, Jaron, Inc., and Jewett Drug Co., filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. 10.5a* First Amendment to Fifth Amended and Restated Loan and Security Agreement, dated as of March 7, 2001, by and among Fleet Capital Corporation, the registrant, Jaron, Inc. and Jewett Drug Co., filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 10.6* Receivables Purchase Agreement dated as of August 7, 1998 among D&K Receivables Corporation, registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1998. 10.6a* First Amendment to Receivables Purchase Agreement, dated December 17, 1998 between registrant, Blue Keel Funding, LLC and Fleet National Bank. 10.6b* Second Amendment to Receivables Purchase Agreement, dated June 1, 1999 between registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.6c* Third Amendment to Receivables Purchase Agreement, dated March 31, 2000 between registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. 10.6d* Fourth Amendment to Receivables Purchase Agreement, dated February 2, 2001 between registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 10.6e* Fifth Amendment to Receivables Purchase Agreement, dated March 31, 2001 between registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 10.6f* Sixth Amendment to Receivables Purchase Agreement, dated April 24, 2001 between registrant, Blue Keel Funding, LLC and Fleet National Bank, filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 10.7*** Prime Vendor Agreement dated as of August 25, 1999, between Tennessee Pharmacy Purchasing Alliance and the registrant, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999. 10.8* Lease Agreement, dated as of May 18, 1999, by and between BSRT Lexington Trust and the registrant, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999. 10.9* Lease Agreement, dated as of January 1, 1997, by and between Jewett Family Investments, LLC and Jewett Drug Co, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999. 10.10* First Amendment to Lease, dated as of June 1, 1999, by and between Jewett Family Investments, LLC and Jewett Drug Co, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999.
II-3
Exhibit Number Description ------- ----------- 10.11* Lease Agreement dated as of July 1, 1997 by and between Jewett Family Investments, LLC and the registrant, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999. 10.12* First Amendment to Lease, dated as of June 1, 1999, by and between Jewett Family Investments, LLC and Jewett Drug Co, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 1999. 10.13* Employment agreement for J. Hord Armstrong, III dated September 15, 2000, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.14* Employment agreement for Martin D. Wilson dated August 28, 2000, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.15* Employment agreement for Thomas S. Hilton dated August 31, 2000, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.16* D&K Healthcare Resources, Inc. Executive Retirement Benefit Plan, dated January 1, 1998, filed as an exhibit to the registrant's Annual Report on Form 10-K for the year ended June 30, 2000. 10.17**** First Amendment to Prime Vendor Agreement dated effective as of April 1, 2001 between The Pharmacy Cooperative formerly known as Tennessee Pharmacy Purchasing Alliance and the registrant. 23.1** Consent of Arthur Andersen LLP. 23.2** Consent of Armstrong Teasdale LLP (included in Exhibit 5). 24** Power of Attorney.
- -------- * Incorporated by reference. ** Previously filed. *** Incorporated by reference. Confidential portion omitted and filed separately with the Commission. **** Filed herewith. Confidential portion omitted and filed separately with the Commission.
II-4 EX-10.17 2 dex1017.txt FIRST AMENDMENT TO PRIME VENDOR AGREEMENT Exhibit 10.17 FIRST AMENDMENT TO PRIME VENDOR AGREEMENT The First Amendment to Prime Vendor Agreement (the "First Amendment") is by and between The Pharmacy Cooperative formerly known as Tennessee Pharmacy Purchasing Alliance ("TPC") and D & K Healthcare Resources, Inc. ("D&K"). RECITALS -------- A. The Parties entered in that certain prime Vendor Agreement dated as of August 25, 1999 (the "Prime Vendor Agreement"). B. The parties now wish to amend the prime Vendor Agreement. NOW THEREFORE, the parties agree as follows: 1. The first sentence of Section 18 Term. of the Prime Vendor Agreement is hereby amended to read as follows: "This Agreement shall continue in effect until August 31, 2007, and unless sooner terminated as provided below, shall renew automatically thereafter for successive one (1) year terms, unless written cancellation notice is provided by either party at least thirty (30) days prior to the end of the then current term." 2. The Prime Vendor Agreement is hereby amended by adding a new Section 32, Support, to read as follows: "D & K will provide full service distribution and field support to support the growth of TPC in the states contiguous to markets currently containing Members." 3. The Prime Vendor Agreement is hereby amended by add a new Section 33. Right of First Refusal, to read as follows: "D & K will offer pricing to TPC that will be competitive in the then current market which allows TPC to continue growth of membership. If TPC receives a bona fide offer from another pharmaceutical supplier offering TPC price structure below that offered by D & K (a "Third Party Offer") then D & K shall have a period of 30 days after receipt of notice of such Third Party Offer to match that price structure. If D & K refuses to so match that price structure, then TPC may terminate its supply arrangement with D&K upon not less than 60 days prior written notice to D & K." 4. The Prime Vendor Agreement is hereby amended by add a new Section 34. Freedom of Expansion, to read as follows: "No provision of this Prime Vendor Agreement will be interpreted in a manner that would prohibit TPC from entering into a contractual agreement with another pharmaceutical supplier if such contractual agreement, as determined by the board of directors of TPC, is necessary for the expansion of TPC membership into markets or geographical areas not served by D & K; provided that TPC has notified D & K of its intentions to expand into such markets or areas and D&K has not, within 30 days after receipt of such notice, proposed an alternative plan acceptable to TPC." 5. The Prime Vendor Agreement is hereby amended by add a new Section 35. Branded Contract Distribution Fee, to read as follows: "D & K will distribute to TPC members, Brand Name Rx and OTC items which are on contract to TPC, contracted either through SourceTenn or contracted directly through the offices of TPC, for a distribution fee of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]." 6. All references in The Prime Vendor Agreement to TPPA and Tennessee Pharmacy Purchasing Alliance are hereby deemed to be references to TPC and The Pharmacy Cooperative, respectively. 7. This First Amendment shall be effective as of April 1, 2001. ------------- 8. In all other respects the provisions of the prime Vendor Agreement, as amended hereby, are expressly ratified and reaffirmed. IN WITNESS WHEREOF, this First Amendment has been duly executed by the parties. D & K HEALTHCARE RESOURCES, INC. THE PHARMACY COOPERATIVE By:/s/ Martin D. Wilson date 3-27-01 By:/s/ Glynn Williams date 3-19-2001 --------------------- -------- ------------------- ---------- Title: President & COO Title: Chairman/CEO -------------------------------- ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----