UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 23, 2004
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
1-11373 31-0958666
(Commission File Number) (IRS Employer Identification Number)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices, Including Zip Code)
(614) 757-5000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefits Plans
On November 23, 2004, in accordance with Section 306(a) of the
Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, Cardinal Health, Inc.
(the "Company") sent a notice to its directors and executive officers informing
them that a temporary suspension of trading in Company stock under certain of
the Company's employee benefit plans (also known as a "blackout period") will
begin on December 10, 2004 and is expected to end on December 20, 2004. The
blackout period is in connection with the Company's transferring the
administration of a number of its benefit plans from the current third-party
vendor to a new third-party vendor. The Company has advised participants in the
plans of the blackout period.
A copy of the notice is attached hereto as Exhibit 99.01 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.01 Notice of Blackout Period to Directors and Executive Officers of the
Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cardinal Health, Inc.
(Registrant)
Date: November 23, 2004 By: /s/ Paul S. Williams
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Name: Paul S. Williams
Title: Executive Vice President,
Chief Legal Officer and
Secretary
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EXHIBIT INDEX
99.01 Notice of Blackout Period to Directors and Executive Officers of the
Company.
3