S-3MEF 1 ds3mef.txt FORM S-3 As filed with the Securities and Exchange Commission on June 28, 2001 Registration No. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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. [X] 333-60146 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. [_] --------------- CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount Of Title Of Shares Amount To Be Offering Price Aggregate Registration Fee To Be Registered (1) Registered (2) Per Share Offering Price (1) --------------------------------------------------------------------------------------------------------- Common Stock, per value $0.01 per share.......................... 390,080 $33.50 $13,067,680 $3,267 ---------------------------------------------------------------------------------------------------------
(1) This registration statement also includes preferred stock purchase rights, which are attached to all shares of common stock issued, pursuant to the terms of the registrant's Shareholder Rights Plan. Until the occurrence of certain prescribed events, these rights are not exercisable, are evidenced by the certificates for the common stock and will be transferred with and only with the common stock, Because no separate consideration is paid for these rights, the registration fee therefor is included in the fee for the common stock. (2) Includes 50,880 shares that may be purchased by the Underwriters pursuant to an overallotment option. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by D&K Healthcare Resources, Inc. with the Securities and Exchange Commission. This Registration Statement hereby incorporates in its entirety by reference the contents of the Registration Statement on Form S-3 (No. 333-60146) declared effective by the Commission on June 28, 2001. CERTIFICATION The Registrant hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $3,267 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on June 29, 2001); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank by no later than June 29, 2001. 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 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 28th 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 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 28, 2001 ____________________________________ Officer, Treasurer and J. Hord Armstrong Director /s/ Martin D. Wilson President, Chief Operating June 28, 2001 ____________________________________ Officer, and Director Martin D. Wilson /s/ Thomas S. Hilton Sr. Vice President and Chief June 28, 2001 ____________________________________ Financial and Accounting Thomas S. Hilton Officer * Director June 28, 2001 ____________________________________ Richard F. Ford * Director June 28, 2001 ____________________________________ Bryan H. Lawrence * Director June 28, 2001 ____________________________________ Harvey C. Jewett, IV * Director June 28, 2001 ____________________________________ Robert E. Korenblat * Director June 28, 2001 ____________________________________ Thomas F. Patton * Director June 28, 2001 ____________________________________ Louis B. Susman * Director June 28, 2001 ____________________________________ James M. Usdan *By: /s/ J. Hord Armstrong, III J. Hord Armstrong, III Attorney-in-Fact
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Exhibit Exhibit Descriptions ------- -------------------- 5 Opinion and Consent of Armstrong Teasdale LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Armstrong Teasdale LLP (included as part of Exhibit 5) 24 Powers of Attorney filed as Exhibit 24 to Registration Statement No. 333-60146 are hereby incorporated by reference.
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