As filed with the Securities and Exchange Commission on August 23, 2000

Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM S-8REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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HORIZON PHARMACIES, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization) | 75-2441557(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

531 West Main Street, Suite 100
Denison, Texas 75020(Address of principal executive offices, including zip code)

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HORIZON PHARMACIES, INC. EMPLOYEE STOCK PURCHASE PLAN(Full title of the plan)

Ricky D. McCord
HORIZON Pharmacies, Inc.
531 West Main Street, Suite 100
Denison, Texas 75020
(903) 465-2397(Name, address and telephone number of agent for service)

copy
to:

Jay H. Hebert, Esq.
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
(214) 220-7700

CALCULATION OF REGISTRATION FEE

|                                       
|---------------------------------------
|Title of securities
to be registered   
|                                       
|Common Stock, $0.01 par value per share
|                                       

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PART I  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

HORIZON Pharmacies, Inc. (the "Registrant") will send or give to all participants in the HORIZON Pharmacies, Inc. Employee Stock Purchase Plan (the "Plan") the
document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). The Registrant has not filed such document(s) with the Commission, but such documents (along with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents:



All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates
of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article VII of the Bylaws (the "Bylaws") of the Registrant provides that directors and officers of the Registrant may be indemnified by the Registrant for acts
taken by such persons while acting in their capacities as officers or directors of the Registrant to the extent that any such acts were taken in good faith and the officer or director reasonably
believed the acts to be in or not opposed to the best interests of the Registrant, and, with respect to criminal action or proceedings, the officer or director had no reasonable

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cause to believe his conduct was unlawful. With respect to actions by or in the right of the Registrant, however, indemnification is not permitted if the director or officer is adjudged to be liable
for negligence or misconduct in the performance of his duty to the Registrant unless the court in which such action has been brought determines that indemnification is fair and reasonable. Article VII
of the Bylaws expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. Article VII of the Bylaws provides the Registrant the power to purchase and maintain insurance for its directors and officers. To the extent an officer or director is successful on the
merits or otherwise in defense of any action, suit or proceeding the Registrant shall indemnify such officer or director for expenses actually and reasonably incurred.

Article
VII of the Bylaws does not expressly provide indemnification to the full extent permitted by Section 145 of the Delaware General Corporation Law (the "DGCL"), although the
indemnification provisions of the Bylaws generally parallel the indemnification allowed to officers and directors under Section 145 of the DGCL. The Certificate of Incorporation of the registrant has
no provisions relating to the indemnification of officers and directors.

The
preceding discussion of the Company's Certificate of Incorporation, the Bylaws and Section 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation, the Bylaws and Section 145 of the DGCL.

Insofar
as indemnification for liabilities arising under the Securities Act may be permitted pursuant to the foregoing provisions, the Registrant has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

|Exhibit Number |  | Description                                                                                                                                                                                
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                            
|4.1            |  | Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (No. 333-61987) as filed with the Commission on August 21, 1998.
|*4.2           |  | HORIZON Pharmacies, Inc. Employee Stock Purchase Plan                                                                                                                                      
|*5.1           |  | Opinion of Vinson & Elkins L.L.P.                                                                                                                                                          
|*23.1          |  | Consent of Ernst & Young L.L.P.                                                                                                                                                            
|*23.2          |  | Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)                                                                                                    
|*24.1          |  | Powers of Attorney (included in the signature pages hereto)                                                                                                                                

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Item 9. Undertakings.

(a) The
Company hereby undertakes:



(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 Denison, State of Texas, on
the 23rd day of August, 2000.

| |  | HORIZON PHARMACIES, INC.
| |  | ------------------------
| |  | By:                     

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. Each
person whose signature appears below authorizes and appoints Ricky D. McCord, as his or her attorney-in-fact to execute in the name of such person and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the registration of the securities which are the
subject of this Registration Statement, which amendments may make such changes in the Registration Statement as such attorney-in-fact may deem appropriate.

|Signature                               |  | Capacity                                                                                     |  | Date           
|--------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | ---------------
|                                        |  |                                                                                              |  |                
|/s/RICKY D. MCCORDRicky D. McCord       |  | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)   |  | August 23, 2000
|/s/JOHN N. STOGNERJohn N. Stogner       |  | Director, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |  | August 23, 2000
|/s/CHARLIE K. HERRCharlie K. Herr       |  | Director, Senior Vice President and Secretary                                                |  | August 23, 2000
|/s/ROBERT D. MUELLERRobert D. Mueller   |  | Director                                                                                     |  | August 23, 2000
|/s/MICHAEL F. LOYMichael F. Loy         |  | Director                                                                                     |  | August 23, 2000
|/s/PHILIP H. YEILDINGPhilip H. Yeilding |  | Director                                                                                     |  | August 23, 2000
|/s/HERBERT J. FLEMINGHerbert J. Fleming |  | Director                                                                                     |  | August 23, 2000

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INDEX TO EXHIBITS

|Exhibit Number |  | Description                                                                                                                                                                                
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                            
|4.1            |  | Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (No. 333-61987) as filed with the Commission on August 21, 1998.
|*4.2           |  | HORIZON Pharmacies, Inc. Employee Stock Purchase Plan                                                                                                                                      
|*5.1           |  | Opinion of Vinson & Elkins L.L.P.                                                                                                                                                          
|*23.1          |  | Consent of Ernst & Young L.L.P.                                                                                                                                                            
|*23.2          |  | Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)                                                                                                    
|*24.1          |  | Powers of Attorney (included in the signature pages hereto)                                                                                                                                

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