What do you figure this is all about?;
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1997
COMPSCRIPT, INC.
Up to 662,341 Shares-Exchange Offer of Common Stock, par value $.0001
CompScript, Inc. (the "Company") is a Florida corporation that is a
comprehensive provider of pharmacy management services.
On the terms and conditions set forth in this Prospectus, the Company hereby
offers to exchange (the "Exchange Offer") up to 662,341 shares of its common
stock, $.0001 par value per share ("Common Stock") for 169,902 shares,
constituting all of the outstanding minority equity interests (the "Minority
Interests") in the Company's 92% owned subsidiary, CompScript- Boca, Inc. (the
"Subsidiary"). The Exchange Offer is being made to enable each of the 76 holders
of the Minority Interests (a "Minority Holder" or "Offeree") to (i) acquire
Common Stock of the Company on the same terms as former shareholders of the
Subsidiary who exchanged their shares in the April 1996 share exchange with the
Company (which was known as Capital Brands, Inc. at the time of such exchange)
and (ii) diversify and increase the liquidity of their investments. See "The
Exchange Offer - Purpose and Background of the Exchange Offer." Each Minority
Holder will receive 3.898373 shares of Common Stock for each share of Subsidiary
Common Stock (the "Exchange Value"). The Exchange Offer is being made for any
and all Minority Interests and no minimum aggregate number of Minority Interests
must be tendered for the Exchange Offer to be consummated. The Exchange Offer
expires at 2:00 p.m., Fort Lauderdale, Florida time on ___________, 1997 (the
"Expiration Date"). See "The Exchange Offer - Terms of the Exchange Offer;
Exchange Period." Upon the consummation of the Exchange Offer, and assuming
Offerees elect to receive Common Stock in exchange for all Minority Interests,
the Company will own 100% of the outstanding equity interests of the Subsidiary.
Each Minority Holder has the option of rejecting the Exchange Offer described in
this Prospectus. In such event, each Minority Holder will continue to hold his
or its Minority Interest with the same rights and obligations attendant thereto
as existed prior to the Exchange Offer. See "Risk Factors - Effect of Exchange
Offer on Nonparticipating Offerees" and "Comparison of Common Stock and Minority
Interests." Offerees electing to participate in the Exchange Offer will become
owners of Common Stock in the Company and will be subject to the risks attendant
thereto. See "Risk Factors - Company Risks." |
