As filed with the Securities and Exchange Commission on February 5, 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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
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)
McKESSON HBOC, INC. 1999 EXECUTIVE STOCK PURCHASE PLAN
(Full Title of the Plan)
Copy to:
Nancy A. Miller Ivan D. Meyerson
Senior Vice President and Corporate Secretary Senior Vice President and General Counsel
McKesson Corporation McKesson Corporation
McKesson Plaza McKesson Plaza
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
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Aggregate Offering Registration
Price Per Share (1) Price (1) Fee (1)
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Common Stock, par value
$0.01 per share 700,000 $67.625 $47,337,500 $13,200
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Rights to purchase Preferred 350,000 N/A N/A N/A
Stock of McKesson HBOC,
Inc.(2)
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(1) 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
February 4, 1999. The proposed maximum aggregate offering price is estimated
solely to determine the registration fee.
(2) 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 will 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"), successor in
interest to McKesson Corporation, hereby incorporates by reference into this
Registration Statement the following documents:
(a) McKesson Corporation'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) McKesson Corporation's Quarterly Reports on Form 10-Q for the
quarterly periods ended June 30, 1998 and September 30, 1998;
(c) The Current Reports on Form 8-K of McKesson Corporation 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); 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 the Current Reports on Form 8-K of the Company dated
January 14, 1999 and January 27, 1999; and
(d) The description of the Company's Common Stock contained in McKesson
Corporations's Registration Statement on Form 10 (File No. 1-13252) and the
Rights Agreement dated as of October 21, 1994 between McKesson Corporation and
First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1
to Amendment No. 3 to McKesson Corporation's Registration Statement on Form 10
(as amended by Amendment No. 1, filed as Exhibit 99.1 to McKesson Corporation'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, will 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, Senior 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 will 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 will 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 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 February 5,
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 February 5, 1999.
Signature Title
* Chairman of the Board of Directors and Director
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Charles W. McCall
* President, Chief Executive Officer and Director
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Mark A. Pulido
* Executive Vice President and Chief Financial Officer
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Richard H. Hawkins
* Senior Vice President and Controller
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Heidi E. Yodowitz
* Director
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Alfred E. Eckert III
* Director
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Tully M. Friedman
* Director
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Alton F. Irby III
* Director
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M. Christine Jacobs
* Director
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Gerald E. Mayo
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* Director
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James V. Napier
* Director
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David S. Pottruck
* Director
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Carl E. Reichardt
* Director
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Alan Seelenfreund
* Director
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Jane E. Shaw
*By: /s/ Nancy A. Miller
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Nancy A. Miller
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number
4.1 Rights Agreement dated as of October 21, 1994 between McKesson
Corporation and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agreement") (incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to McKesson Corporation's Registration Statement on Form
10 (File No. 1-13252))
4.2 Amendment No. 1 to the Rights Agreement dated October 19, 1998
(incorporated by reference to Exhibit 99.1 to McKesson Corporation's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)
4.3 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 McKesson Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998)
4.4 Certificate of Amendment to the Restated Certificate of Incorporation of
the Registrant as filed with the Office of the Delaware Secretary of
State on January 12, 1999 (incorporated by reference to Exhibit 4.3 to
the Registrant's Registration Statement on Form S-8 dated January 12,
1999)
4.5 Restated By-laws of the Registrant, as amended through May 30, 1997
(incorporated by reference to Exhibit 3.1 to McKesson Corporation's
Current Report on Form 8-K filed on June 22, 1997)
4.6 Amendments to Restated By-laws of the Registrant dated January 12, 1999
(incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed on January 14, 1999)
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* McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan
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* Filed herewith.