As filed with the Securities and Exchange Commission on January 12, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McKESSON HBOC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3207296
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
McKesson Plaza
One Post Street
San Francisco, California 90104
(415) 983-8300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Principal Executive Offices)
Access Health, Inc. 1989 Incentive Stock Plan Access Health, Inc. 1991 Employee Stock Purchase Plan
Access Health, Inc. 1995 Director Option Plan Access Health, Inc. Supplemental Stock Plan
AMISYS Managed Care Systems, Inc. 1994 Equity Incentive Plan Clinicom Incorporated 1985 Employee Stock Option Plan
CyCare Systems, Inc. 1995 Long-Term Incentive Plan Enterprise Systems, Inc. Long-Term Incentive Plan
Expert Systems, Inc. 1993 Stock Option Plan Gabrieli Medical Information Systems, Inc. 1984 Incentive Stock
Option Plan
GMIS Inc. 1991 Stock Option Plan GMIS Inc. 1995 Stock Option Plan
GMIS Inc. Non-Qualified Stock Option Agreement with GMIS Inc. Non-Qualified Stock Option Agreement with Lawrence Koenig
Josephine G. Kaple
HBO & Company 1990 Executive Incentive Plan HBO & Company 1993 Stock Option Plan for Nonemployee
Directors
HBO & Company 1994 UK Sharesave Scheme HBO & Company Omnibus Stock Incentive Plan
HBO & Company Option Agreement with Graham O. King HBO & Company Option Agreement with Stephen G. Sullivan
HPR Inc. Amended and Restated HPR 1991 Stock Plan HPR Inc. Amended and Restated HPR 1995 Stock Plan
IMNET Systems, Inc. 1993 Employee Stock Option and Informed Access Systems, Inc. Stock Option Plan
Rights Plan
McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan National Health Enhancement Systems, Inc. Amended 1988 Stock
(as Amended and Restated Effective January 12, 1999) Option Plan
Non-Qualified Stock Option Agreement between Access Non-Qualified Stock Option Agreement between Access Health, Inc.
Health, Inc. and Julie A. Brooks and Thomas E. Gardner
Non-Qualified Stock Option Agreement between HBO & Company Non-Qualified Stock Option Agreement between HBO & Company and
and David S. Tiseth Duane Tiseth
US Servis, Inc. (F/K/A Micro Health Systems, Inc.) Amended 1986 Incentive Stock Option Plan of Serving Software, Inc.
1993 Stock Option Plan
(Full Titles of the Plans)
Copy to:
Nancy A. Miller Ivan D. Meyerson
Senior Vice President and Corporate Secretary Senior Vice President and General Counsel
One Post Street One Post Street
San Francisco, California 94104 San Francisco, California 94104
(Name and Address of Agent for Service)
(415) 983-8300
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered(1) Price Per Share (2) Aggregate Offering Registration
Price (2) Fee (2)
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share............. 10,597,085 $78.78125 $834,851,603 $232,500
- ----------------------------------------------------------------------------------------------------------------------------
Rights to purchase Preferred N/A N/A N/A
Stock of McKesson HBOC, Inc.(3) 5,298,542
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(1) Plus such additional number of shares of Common Stock and associated Rights
to purchase Preferred Stock as may be issuable pursuant to the antidilution
provisions of the above-referenced stock option plans and stock purchase
plans, in accordance with Rule 416(a) under the Securities Act.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the average of the high and low sale
prices of the Common Stock of the Registrant on the New York Stock
Exchange, Inc. on January 5, 1999. The proposed maximum aggregate
offering price is estimated solely to determine the registration fee.
(3) Associated with the Common Stock are Rights to purchase Preferred Stock
that will not be exercisable or evidenced separately from the Common Stock
prior to the occurrence of certain events.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462(a) under the Securities Act.
PART I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* The document(s) containing the information specified in Part I of Form S-8
have been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
McKesson HBOC, Inc. (the "Company" or the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998, as amended by Amendment No. 1 on Form 10-K/A filed on July 29,
1998;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 1998 and September 30, 1998;
(c) The Company's 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) and October
19, 1998 (as amended by Amendment No. 1 on Form 8-K/A filed on October 30, 1998
and as further amended by Amendment No. 2 on Form 8-K/A filed on November 6,
1998); and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 and the Rights Agreement dated as of
October 21, 1994 between the Company and First Chicago Trust Company of New
York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement on Form 10 (as amended by Amendment No. 1, filed as
Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Statements contained in this Registration
Statement or in a document incorporated by reference may be modified or
superseded by later statements in this Registration Statement or by statements
in subsequent documents incorporated by reference, in which case you should
refer to the later statement.
Item 4. Description of the Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
The legality of the securities offered hereby will be passed upon for the
Registrant by Ivan D. Meyerson, Vice President and General Counsel of the
Registrant. Mr. Meyerson owns, directly and indirectly, less than 1% of the
outstanding shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and agents of the corporation against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative, or investigative (other than action by or in the right of the
corporation-a "derivative action"), if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the DGCL requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The DGCL provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement, or
otherwise.
The Company's Restated By-laws provide that each person who is involved in
any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, will be indemnified by the Company to the
full extent permitted by the DGCL if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company. The indemnification rights conferred by the
Company's By-laws are not exclusive of any other right to which such person
seeking indemnification may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Article VI of the Company's Restated Certificate of Incorporation provides
that to the full extent permitted by the DGCL, as it now exists or may hereafter
be amended, no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
The Company maintains directors' and officers' liability insurance which
provides for payment, on behalf of the directors and officers of the Company and
its subsidiaries, of certain losses of such persons (other than matters
uninsurable under law) arising from claims, including claims arising under the
Securities Act, for acts or omissions by such persons while acting as directors
or officers of the Company and/or its subsidiaries, as the case may be.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and, the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 San Francisco, State of California, on January 12,
1999.
McKESSON HBOC, INC.
By /s/ Nancy A. Miller
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Nancy A. Miller
Senior 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 January 12, 1999.
Signature Title
* President, Chief Executive Officer and
- ----------------------------------- Director (principal executive officer)
Mark A. Pulido
* Chairman of the Board of Directors and
- ----------------------------------- Director
Charles W. McCall
* Senior Vice President and Chief Financial
- ----------------------------------- Officer (principal financial officer)
Richard H. Hawkins
* Controller (principal accounting
- ----------------------------------- officer)
Heidi E. Yodowitz
* Director
- -----------------------------------
Alfred E. Eckert III
* Director
- -----------------------------------
Tully M. Friedman
* Director
- -----------------------------------
Alton F. Irby III
* Director
- -----------------------------------
Gerald E. Mayo
* Director
- -----------------------------------
James V. Napier
* Director
- ----------------------------------
Carl E. Reichardt
* Director
- ----------------------------------
Alan Seelenfreund
* Director
- ----------------------------------
Jane E. Shaw
*By: /s/ Nancy A. Miller
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Nancy A. Miller
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number
4.1 Rights Agreement dated as of October 21, 1994 between the Registrant
and First Chicago Trust Company of New York, as Rights Agent, filed as
Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration
Statement on Form 10 (as amended by Amendment No. 1 dated October 19,
1998, filed as Exhibit 99.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998) and incorporated herein
by reference
4.2 Restated Certificate of Incorporation of Registrant as filed with the
office of the Delaware Secretary of State on July 30, 1998
(incorporated by reference to Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter ended June 30, 1998)
4.3* Certificate of Amendment to the Restated Certificate of Incorporation
of Registrant as filed with the office of the Delaware Secretary of
State on January 12, 1999
4.4 Restated By-laws of the Registrant, as amended through May 30, 1997
(incorporated by reference to Exhibit 3.1 to McKesson's Current
Registration on Form 8-K filed on June 22, 1997)
5.1* Opinion of Ivan D. Meyerson, Senior Vice President and General Counsel
of the Registrant regarding legality of the securities being offered
23.1* Consent of Ivan D. Meyerson, Senior Vice President and General Counsel
of the Registrant (included in Exhibit 5.1)
23.2* Independent Auditors' Consent
24.1* Power of Attorney
99.1 Access Health, Inc. 1989 Incentive Stock Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-68693) filed on December 10, 1998)
99.2 Access Health, Inc. 1991 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-68575) filed on December 9, 1998)
99.3 Access Health, Inc. 1995 Director Option Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-68695) filed on December 10, 1998)
99.4 Access Health, Inc. Supplemental Stock Plan (incorporated by reference
to Exhibit 4 to the Registration Statement on Form S-8 of HBO &
Company (file no. 333-68685) filed on December 10, 1998)
99.5 AMISYS Managed Care Systems, Inc. 1994 Equity Incentive Plan
(incorporated by reference to Exhibit 4 to the Registration Statement
on Form S-8 of HBO & Company (file no. 333-29367) filed on June 17,
1997)
99.6 Clinicom Incorporated 1985 Employee Stock Option Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 033-63213) filed on October 5, 1995)
99.7 CyCare Systems, Inc. 1995 Long-Term Incentive Plan (incorporated by
reference to Exhibits 4(a), 4(b) and 4(c) to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-10603) filed on
August 22, 1996)
99.8 Enterprise Systems, Inc. Long-Term Incentive Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-30373) filed on June 30, 1997)
99.9 Expert Systems, Inc. 1993 Stock Option Plan (incorporated by reference
to Exhibit 4 to the Registration Statement on Form S-8 of HBO &
Company (file no. 333-43679) filed on January 2, 1997)
99.10 Gabrieli Medical Information Systems, Inc. 1984 Incentive Stock Option
Plan (incorporated by reference to Exhibit 4 to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-17579) filed on
December 10, 1996)
99.11 GMIS, Inc. 1991 Stock Option Plan (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-8 of HBO & Company
(file no. 333-17551) filed on December 10, 1996)
99.12 The GMIS, Inc. 1995 Stock Option Plan (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-8 of HBO & Company
(file no. 333-17555) filed on December 10, 1996)
99.13 GMIS, Inc. Non-Qualified Stock Option Agreement with Josephine G.
Kaple (incorporated by reference to Exhibit 4(a) the Registration
Statement on Form S-8 of HBO & Company (file no. 333-17583) filed on
December 10, 1996)
99.14 GMIS, Inc. Non-Qualified Stock Option Agreement with Lawrence Koenig
(incorporated by reference to Exhibit 4(b) to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-17583) filed on
December 10, 1996)
99.15 HBO & Company 1990 Executive Incentive Plan (incorporated by reference
to Exhibit 4 to the Registration Statement on Form S-8 of HBO &
Company (file no. 033-82962) filed on August 1, 1994 and Exhibit 4(a)
to the Registration Statement on Form S-8 of HBO Company (file no.
333-05759) filed on June 12, 1996)
99.16 HBO & Company 1993 Stock Option Plan for Nonemployee Directors
(incorporated by reference to Exhibit 4 to the Registration Statement
on Form S-8 of HBO & Company (file no. 33-67300) filed on August 12,
1993)
99.17 HBO & Company 1994 UK Sharesave Scheme (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-8 of HBO & Company
(file no. 333-24223) filed on March 31, 1997)
99.18 HBO & Company Omnibus Stock Incentive Plan (incorporated by reference
to Exhibit 4 to the Registration Statement on Form S-8 of HBO &
Company (file no. 333-26885) filed on May 12, 1997)
99.19 HBO & Company Option Agreement with Graham O. King (incorporated by
reference to Exhibits 4.1 and 4.2 to the Registration Statement on
Form S-8 of HBO & Company (file no. 37-0986839) filed on October 2,
1998)
99.20 HBO & Company Option Agreement with Stephen G. Sullivan
(incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-8 of HBO & Company (file no. 37-0986839) filed on
October 2, 1998)
99.21 HPR Inc. Amended and Restated HPR 1991 Stock Plan (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-43377) filed on December 29, 1997)
99.22 HPR Inc. Amended and Restated HPR 1995 Stock Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-43377) filed on December 29, 1997)
99.23 IMNET Systems, Inc. 1993 Employee Stock Option and Rights Plan
(incorporated by reference to Exhibit 4(a) to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-66321) filed on
October 29, 1998)
99.24 Informed Access Systems, Inc. Stock Option Plan (incorporated by
reference to Exhibit 4 to the Registration Statement on Form S-8 of
HBO & Company (file no. 333-68691) filed on December 10, 1998)
99.25* McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (as Amended and
Restated Effective January 12, 1999)
99.26 National Health Enhancement Systems, Inc. Amended 1988 Stock Option
Plan (incorporated by reference to Exhibit 4 to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-43673) filed on
January 2, 1998)
99.27 Non-qualified Stock Option Agreement between Access Health, Inc. and
Julie A. Brooks (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8 of HBO & Company (file no. 333-
68687) filed on December 10, 1998)
99.28 Non-qualified Stock Option Agreement between Access Health, Inc. and
Thomas E. Gardner (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 of Access Health Inc. (file no.
333-24561) filed April 4, 1997)
99.29 Non-Qualified Stock Option Agreement between HBO & Company and David
S. Tiseth (incorporated by reference to Exhibit 4(b) to the
Registration Statement on Form S-8 of HBO & Company (file no. 333-
56579) filed on June 11, 1998)
99.30 Non-Qualified Stock Option Agreement between HBO & Company and Duane
Tiseth (incorporated by reference to Exhibit 4(a) to the Registration
Statement on Form S-8 of HBO & Company (file no. 333-56579) filed on
June 11, 1998)
99.31 US Servis, Inc. (F/K/A Micro Health Systems, Inc.) Amended 1993 Stock
Option Plan (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 of HBO & Company (file no. 333-
65243) filed on October 2, 1998)
99.32 1986 Incentive Stock Option Plan of Serving Software, Inc.
(incorporated by reference to Exhibit 4 to the Registration Statement
on Form S-8 (file no. 33-84034 filed on September 5, 1994)
* Filed herewith.