As filed with the Securities and Exchange Commission on October 18, 1999 Registration No. 333-66359 -------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT under the Securities Act of 1933 McKESSON HBOC, INC. Delaware 94-3207296 (Exact name of Registrant (State or other jurisdiction of (I.R.S. employer as specified in its charter) 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) 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) -------------------- Copy to: Gregg A. Noel Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. -------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF SECURITIES The purpose of this Post-Effective Amendment No. 1 to this Registration Statement is to deregister all shares of common stock, par value $.01 per share of McKesson HBOC, Inc., a Delaware corporation (previously named McKesson Corporation) which have not been sold pursuant to this Registration Statement. The Securities and Exchange Commission declared this Registration Statement effective on November 20, 1998. This Registration Statement was filed in accordance with a registration rights agreement, dated as of June 22, 1998 (the "Registration Rights Agreement"), by and among McKesson HBOC, Inc. and the parties named therein. In the Registration Rights Agreement, McKesson HBOC, Inc. agreed to use its reasonable best efforts to keep the Registration Statement effective for at least 120 days. This Post-Effective Amendment No. 1 is being filed in accordance with McKesson HBOC, Inc.'s undertaking set forth in Part II, Item 17(a)(3) of this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. List of Exhibits. Exhibit Number Description - - -------------- ----------- 24.1* Power of Attorney, dated as of May 29, 1998. 24.2** Power of Attorney, dated as of April 27, 1999. 24.3** Power of Attorney, dated as of October 12, 1999. ________ * Previously filed ** Filed herewith 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 18th day of October, 1999. McKesson HBOC, Inc. By: /s/ Ivan D. Meyerson ---------------------------------------------- Name: Ivan D. Meyerson Title: Senior Vice President, General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed below by the following persons in the capacities and on the date indicated. Signature Title --------- ----- * 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 3 Signature Title --------- ----- * - - --------------------------------- Director M. Christine Jacobs * - - --------------------------------- Director Gerald E. Mayo * - - --------------------------------- Director Charles W. McCall * - - --------------------------------- 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 ----------------------------- Ivan D. Meyerson Attorney-in-fact Dated: October 18, 1999 4 EXHIBIT INDEX Exhibit Number Description - - -------------- ----------- 24.2 Power of Attorney, dated as of April 27, 1999 24.3 Power of Attorney, dated as of October 12, 1999 5