-----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, BYGr42Li4h09BPr2tIIpeXlY58IPOuWiRlWqPrtL3qbEFKJAFyx8mbWY+83zA/Yn yfVv1u0Bko+HxkHXu1fQ5w== 0000920527-05-000013.txt : 20050330 0000920527-05-000013.hdr.sgml : 20050330 20050330150200 ACCESSION NUMBER: 0000920527-05-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050324 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSS WORLD MEDICAL INC CENTRAL INDEX KEY: 0000920527 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 592280364 STATE OF INCORPORATION: FL FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23832 FILM NUMBER: 05713761 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 BUSINESS PHONE: 9043323000 MAIL ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 FORMER COMPANY: FORMER CONFORMED NAME: PHYSICIAN SALES & SERVICE INC /FL/ DATE OF NAME CHANGE: 19940318 8-K 1 form8kcarpenter.htm FORM 8K CARPENTER

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): March 24, 2005

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 Employer
      of incorporation or organization) Identification Number)
 
            4345 Southpoint Blvd
            Jacksonville, Florida 32216
   (Address of principal executive offices) (Zip code)
 
 
Registrant’s telephone number, including (904) 332-3000
                     area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release of PSS World Medical, Inc. (the “Company”), dated March 30, 2005, announcing that its Board of Directors has voted to expand the Company’s board membership by appointing Alvin R. Carpenter as a new director, effective immediately.

Mr.Carpenter was elected to the Board of Directors on March 24, 2005.

Item 9.01.   Financial Statements and Exhibits.

(a)         Not Applicable.

(b)         Not Applicable.

(c)         Exhibits:

  Exhibit
Number

  Description
  99.1   Press Release dated March 30, 2005.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 30, 2005

  PSS WORLD MEDICAL, INC.
   
  By: /s/ David M. Bronson
      Name:   David M. Bronson
      Title:    Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1              Press Release dated March 30, 2005.

EX-99 2 carpenter8krelease.htm PRESS RELEASE CARPENTER
pss logo

N   E   W   S        R   E   L   E   A   S   E

Contact:   Robert C. Weiner
                 Vice President, Investor Relations
                  904-332-3287

PSS WORLD MEDICAL’S BOARD OF DIRECTORS APPOINTS
ALVIN R. “PETE” CARPENTER AS NEW DIRECTOR


Expands Board Membership to Nine Directors

Jacksonville, Florida (March 30, 2005) – PSS World Medical, Inc. (Nasdaq/NM:PSSI) announced today that its Board of Directors has appointed Alvin R. “Pete” Carpenter, age 63, as a new director, effective immediately. With the appointment of Mr. Carpenter to the Board of Directors, the Company’s Board membership expands to nine directors.

        Pete Carpenter, a career employee with Jacksonville-based, CSX Corporation, held a number of roles with the company, initially involving a variety of operating and sales functions, and later progressing to senior leadership. He was President and Chief Executive Officer of CSX Transportation from 1992 – 1999.

        Mr. Carpenter is also a member of the Board of Directors for Regency Centers Corporation, Florida Rock Industries and Stein Mart, Inc. He has previously served on the Board of Directors for Nations Bank, Barnett Bank, Inc., American Heritage Life Insurance Company, Blue Cross & Blue Shield of Florida and One Valley Bancorp of West Virginia. Pete chaired Governor Jeb Bush’s Commission on Workers’ Compensation Reform as well as serving on Governor Bush’s Advisory Council on Base Realignment and Closure. Mr. Carpenter has also served as Chairman of the Florida Council of 100, and is a member of various business and fraternal organizations.

        Mr. Carpenter graduated with a bachelor’s degree in political science from the University of Cincinnati.

        Clark A. Johnson, Chairman of the Board of PSS World Medical, said, “Pete possesses a wealth of experience both leading and governing several successful organizations. His global work experience will bring value to our enterprise. The Board of Directors is pleased to welcome Pete Carpenter to its expanded membership.”

        All statements in this release that are not historical facts, including, but not limited to, statements regarding anticipated growth in revenue, gross and operating margins, and earnings, statements regarding the Company’s current business strategy, the Company’s ability to complete and integrate acquired businesses and generate acceptable rates of return, the Company’s projected sources and uses of cash, and the Company’s plans for future development and operations, are based upon current expectations. Specifically, forward-looking statements in this Press Release include, without limitation, the Company’s expected results in GAAP EPS, revenue, operating incomes and operating margins for continuing operations and discontinued operations for both the consolidated company and for each of its businesses in fiscal years 2005 and 2006; the expected operational cash flow in fiscal year 2005; the ability to sustain revenue growth and expected growth rates of the marketing programs in its Physician and Elder Care Businesses; timing of and results of expected flu vaccine sales during fiscal years 2005 and 2006; the expected approval and final settlement of a favorable tax benefit in fiscal year 2005; and expected sales growth from durable medical equipment, housekeeping, revenues derived from home care and assisted living customers, our expectations for revenue, operating income, operating margin, cash flow from operations and earnings per share for fiscal years 2005 and 2006, as well as other expectations of growth and financial and operational performance. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause results to differ materially are the following: pricing and customer credit quality pressures; the loss of any of our distributorship agreements and our reliance on relationships with our vendors; our reliance on a limited number of elder care customers; the availability of sufficient capital to finance the Company’s business plans on terms satisfactory to the Company; competitive factors; the ability of the Company to adequately defend or reach a settlement of outstanding litigations and investigations involving the Company or its management; changes in labor, equipment and capital costs; changes in regulations affecting the Company’s business, such as the Medicare cliffs, changes in malpractice insurance rates and tort reform; the success of the Company’s efforts to integrate acquired companies and realize expected revenue and cost synergies; future acquisitions or strategic partnerships; general business and economic conditions; and other factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Many of these factors are outside the control of the Company. The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company also wishes to caution readers that it undertakes no duty or is under no obligation to update or revise any forward-looking statements.

-END-

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