As filed with the Securities and Exchange Commission on August 26, 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
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McKESSON HBOC, INC.
(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 number)
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan
(Full Title of the Plan)
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Ivan D. Meyerson
Senior Vice President, General Counsel and Corporate Secretary
McKesson HBOC, Inc.
McKesson Plaza, One Post Street
San Francisco, California 94104
(415) 983-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Gregg A. Noel Kristina Veaco
Skadden, Arps, Slate, Meagher & Flom LLP Senior Counsel and Assistant Secretary
300 South Grand Avenue, Suite 3400 McKesson HBOC, Inc.
Los Angeles, California 90071 McKesson Plaza, One Post Street
(213) 687-5000 San Francisco, California 94104
(415) 983-8300
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class of Amount Proposed Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
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Common Stock, par value
$0.01 per share........ 5,000,000(3) $29.75 $148,750,000 $41,353
Rights to Purchase
Series A Junior
Participating Preferred
Stock of McKesson HBOC,
Inc. (4)............... 2,500,000 N/A N/A N/A
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(1) Plus such additional number of shares of Common Stock and associated rights
to purchase Series A Junior Participating Preferred Stock of McKesson HBOC,
Inc. ("Series A Preferred Stock") as may be issuable pursuant to the
antidilution provisions of the McKesson HBOC, Inc. 1998 Employee Stock
Purchase Plan (the "Plan"), in accordance with Rule 416(a).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) and based on the average of the high
and low prices for the Common Stock on August 24, 1999, as reported on the
New York Stock Exchange.
(3) A total of 6,100,000 shares have been reserved for issuance under the Plan,
5,000,000 shares of which are being registered hereby.
(4) Associated with the common stock are rights to purchase Series A Preferred
Stock that will not be exercisable or evidenced separately from the Common
Stock prior to the occurrence of certain events. No separate consideration
will be received by the Company for the initial issuance of the rights to
purchase the Series A Preferred Stock.
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Explanatory Note
Pursuant to a registration statement on Form S-8 (File No. 333-70501) filed
with the Securities and Exchange Commission on January 12, 1999, McKesson HBOC,
Inc, a Delaware corporation (the "Company"), registered a total of 1,100,000
shares of its common stock, par value $.01 per share (the "Common Stock"), to
be sold pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"Plan").
On August 25, 1999, the stockholders of the Company approved certain
amendments to the Plan, pursuant to which the number of shares of Common Stock
to be sold thereunder was increased to 6,100,000 shares. This Registration
Statement registers the additional 5,000,000 shares of Common Stock reserved
for sale under the Plan, as amended. The information required in the Section
10(a) prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act of 1933, as amended.
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION STATEMENT
ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION
STATEMENT ON FORM S-8 FILED BY THE COMPANY ON JANUARY 12, 1999, AS REFERENCED
ABOVE (REGISTRATION NO. 333-70501).
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
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5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Company.
23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney.
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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 the 26th day
of August, 1999.
McKesson HBOC, Inc.
By: /s/ Ivan D. Meyerson
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Name: Ivan D. Meyerson
Title: Senior Vice President,
General Counsel and
Controller and Corporate
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
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* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
John H. Hammergren (principal executive officer)
* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
David L. Mahoney (principal executive officer)
* Senior Vice President and Controller and
_____________________________________________ Acting Chief Financial Officer
Heidi E. Yodowitz (principal financial and accounting
officer)
* Director
_____________________________________________
Alfred C. Eckert III
Director
_____________________________________________
Tully M. Friedman
* Director
_____________________________________________
Alton F. Irby III
* Director
_____________________________________________
M. Christine Jacobs
Director
_____________________________________________
Charles W. McCall
* Director
_____________________________________________
Gerald E. Mayo
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Signature Title
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* Director
_____________________________________________
James V. Napier
Director
_____________________________________________
David S. Pottruck
* Director
_____________________________________________
Carl E. Reichardt
* Chairman of the Board and
_____________________________________________ Director
Alan Seelenfreund
* Director
_____________________________________________
Jane E. Shaw
*By: /s/ Ivan D. Meyerson August 26, 1999
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Ivan D. Meyerson Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Company.
23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney.
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