As filed with the Securities and Exchange Commission on March 30, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 McKESSON CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3207296 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Post Street San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code) McKesson Corporation Deferred Compensation Administration Plan II (Full Title of Plan) Nancy A. Miller Ivan D. Meyerson Vice President and Vice President and Corporate Secretary General Counsel One Post Street One Post Street San Francisco, CA 94104 San Francisco, CA 94104 (Name and address of agents for service) (415) 983-8300 (Telephone number, including area code, of agents for service) The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. H:\WPDATA\DOCS\S8-RPT/S8-DCAP.98 CALCULATION OF REGISTRATION FEE Proposed Title of Proposed Maximum Securities Amount to Maximum Aggregate Amount of to be be Regis- Offering Offering Registra- Registered tered Price Price* tion Fee - ----------------------------------------------------------- General $20,000,000 $20,000,000 $20,000,000 $5,900 Obligations of McKesson Corporation under the McKesson Corporation Deferred Compensation Administration Plan II in the principal amount of $20,000,000 - --------------------------- * Pursuant to Rule 457(h), this registration statement covers the principal amount of $20,000,000 and the registration fee is based upon such principal amount. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 General Instruction E Information The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on January 31, 1996 (File No. 333-00611), is hereby incorporated by reference. Incorporation of Certain Documents by Reference The following documents previously filed or to be filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended March 31, 1997. (b) Quarterly Reports on Form 10-Q for the quarters ended June 30, September 30 and December 31, 1997. (c) Current Reports on Form 8-K dated November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A, filed on January 21, 1997 as further amended by Amendment No. 2 on Form 8-K/A, filed on April 28, 1997), April 7, 1997, June 13, 1997, June 24, 1997, September 5, 1997, September 24, 1997, October 31, 1997, February 24, 1998, and March 19, 1998. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents until a post-effective amendment of this Registration Statement is filed which indicates that all securities being offered hereby have been sold or which deregisters all securities then remaining unsold. 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 San Francisco, State of California, on the 30th day of March 1998. McKESSON CORPORATION (Registrant) By:/s/ Nancy A. Miller Nancy A. Miller Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of March 1998. Signature Title - --------- ----- * - ----------------- Mark A. Pulido President and Chief Executive Officer and Director (Principal Executive Officer) * - ----------------- Richard H. Hawkins Vice President and Chief Financial Officer (Principal Financial Officer) * - ----------------- Heidi E. Yodowitz Controller (Principal Accounting Officer) * - ----------------- Alan J. Seelenfreund Director, Chairman of the Board * - ----------------- Mary G.F. Bitterman Director * - ----------------- Tully M. Friedman Director * - ----------------- David S. Pottruck Director * - ---------------- John M. Pietruski Director * - ---------------- Carl E. Reichardt Director * - ---------------- Jane E. Shaw Director * - ---------------- Robert H. Waterman, Jr. Director *By:/s/Nancy A. Miller - ----------------------- Nancy A. Miller (Attorney-in-Fact) INDEX TO EXHIBITS Exhibit No. Description - ---------------------------------------------------------------- 5* Opinion of Ivan D. Meyerson, Vice President and General Counsel of the Registrant, as to the legality of the securities being registered. 5.1* Opinion of Liza G. Ring, Senior Counsel of the Registrant, as to compliance with requirements of ERISA. 23* Independent Auditors' Consent 23.1* Consent of Ivan D. Meyerson, Vice President and General Counsel of the Registrant, is included in Exhibit 5 to this Registration Statement. 23.2* Consent of Liza G. Ring, Senior Counsel of the Registrant, is included in Exhibit 5.1 to this Registration Statement. 24* Powers of Attorney pursuant to which certain officers and directors of the registrant signed this Registration Statement. - -------------------- * Filed herewith EXHIBITS 5 and 23.1 March 30, 1998 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, NW Washington, DC 20549 Ladies and Gentlemen: McKesson Corporation (the "Company") is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, additional General Obligations of the Company in the principal amount of $20,000,000 pursuant to the Company's Deferred Compensation Administration Plan II. As General Counsel of the Company, I have examined such documents and such matters of fact and law as I have deemed necessary for the purpose of rendering the opinion expressed herein. Based upon the foregoing, I am of the opinion that the additional General Obligations of the Company described above will be duly authorized, validly issued, fully paid and non-assessable. Pursuant to the requirements of the Securities Act of 1933, as amended, I hereby consent to the filing of this opinion as an exhibit to the registration statement referred to above, including any amendments thereto. Very truly yours, /s/Ivan D. Meyerson Vice President and General Counsel EXHIBIT 5.1 and 23.2 March 30, 1998 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, NW Washington, DC 20549 Ladies and Gentlemen: In connection with the filing of a Registration Statement on Form S-8, I have been asked for my opinion that the McKesson Corporation Deferred Compensation Administration Plan II (the "Plan") continues to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is subject only to the provisions of Parts 1 and 5 of Title I of ERISA. In connection with this request, I note that Parts 1 and 5 of Title I of ERISA do not impose any substantive requirements regarding the documentation of unfunded plans of deferred compensation covering only a select group of management or highly compensated employees, such as the Plan. Accordingly, I am of the opinion that the terms of the Plan are in compliance with the applicable provisions of ERISA. Pursuant to the requirements of the Securities Act of 1933, as amended, I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement referred to above, including any amendments thereto. Very truly yours, /s/Liza G. Ring Senior Counsel EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson Corporation ("McKesson") on Form S-8 of our report dated May 16, 1997 on McKesson's consolidated financial statements and consolidated supplementary financial schedule, both such reports appearing in the Annual Report on Form 10-K of McKesson Corporation for the year ended March 31, 1997, and our report on FoxMeyer Corporation's consolidated financial statements dated June 28, 1996 (March 18, 1997 as to paragraph seven of Note Q), which report expresses an unqualified opinion and includes an explanatory paragraph relating to the sale of the principal assets of FoxMeyer Corporation and its Chapter 7 bankruptcy filing, appearing in the Current Report on Form 8-K/A of McKesson Corporation filed with the Securities and Exchange Commission on April 28, 1997. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP San Francisco, California Dallas, Texas March 27, 1998 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, McKesson Corporation, a Delaware Corporation (the "Company"), contemplates filing with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-8 (and amendments thereto, including post-effective amendments), registering additional General Obligations of the Company under the Company's Deferred Compensation Administration Plan II; and WHEREAS, the undersigned is an officer or director, or both, of the Company, NOW, THEREFORE, the undersigned hereby constitutes and appoints Ivan D. Meyerson and Nancy A. Miller, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement and any and all amendments (including post-effective amendments) thereto and other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 30th day of March, 1998. /s/Mark A. Pulido /s/Richard H. Hawkins /s/Heidi E. Yodowitz /s/Alan J. Seelenfreund /s/Mary G.F. Bitterman /s/Tully M. Friedman /s/John M. Pietruski /s/David S. Pottruck /s/Carl E. Reichardt /s/Jane E. Shaw /s/Robert H. Waterman, Jr. March 30, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, NW Washington, DC 20549-1004 Re: McKesson Corporation - Direct Transmission Form S-8 Registration Statement Additional General Obligations Under McKesson Corporation Deferred Compensation Administration Plan II in the Principal Amount of $20,000,000 Ladies and Gentlemen: On behalf of McKesson Corporation (the "Company"), and in connection with the registration of additional General Obligations of the Company under the Company's Deferred Compensation Administration Plan II in the principal amount of $20,000,000, we transmit herewith for filing under the Securities Act of 1933, as amended, the Company's registration statement on Form S-8, together with all exhibits. Payment of the registration fee in the amount of $5,900 was remitted by wire transfer to the Commission's account at Mellon Bank in Pittsburgh, PA on March 27, 1998. Should you have any questions concerning this filing, please telephone me collect (tel. (415) 983-8301) or, in my absence, Ivan Meyerson, Vice President and General Counsel for the Company (tel. (415) 983-8319). Very truly yours, McKESSON CORPORATION By:/s/NANCY A. MILLER Vice President and Corporate Secretary NAM/DTI/it cc: New York Stock Exchange, Inc. Pacific Exchange, Inc.