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As filed with the Securities and Exchange Commission on March 7, 1994
Registration No. 33-
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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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CARDINAL HEALTH, INC.
(formerly known as Cardinal Distribution, Inc.)
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
655 Metro Place South, Suite 925, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
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CARDINAL HEALTH, INC.
CARDINAL EXCHANGE OPTIONS
(Full title of the plan)
George H. Bennett, Jr.,
Executive Vice President and General Counsel
Cardinal Health, Inc.
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-8700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered(1) price per share(2) offering price(3) fee
- --------------------------------------------------------------------------------------------------------------------------
Common Shares,
without par
value 1,377,000 $1.999 $2,752,623.00 $950.00
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<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Rounded average of the per share exercise prices of the options.
(3) Calculated in accordance with Rule 457(h)(1) based on the aggregate
exercise prices of the options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement. All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of the filing of this
registration statement and prior to the filing of a post-effective amendment
that indicates that all securities registered hereunder have been sold, or that
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1993, as amended;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the Annual Report on Form 10-K
referenced above; and
(c) The description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated June 7, 1984,
pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Baker & Hostetler, Cleveland, Ohio. Michael E. Moritz, a
director and Secretary of the Company, is a partner of Baker & Hostetler and,
as of February 28, 1994, was the beneficial owner of 457,229 Common Shares.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 6 of Cardinal's Code of Regulations ("Code of Regulations"),
as amended and restated contains certain indemnifications provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
Cardinal's Code of Regulations provides for the indemnification of its
officers, directors, employees, and agents against all expenses with respect to
any judgments, fines, and amounts paid in settlement, or with respect to any
threatened, pending, or completed action, suit, or proceeding to which they
were or are parties or are threatened to be made parties by reason of acting in
such capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of Cardinal or the shareholders of Cardinal
or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code, that
(a) they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interest of Cardinal; (b) in any action, suit, or
proceeding by or in the right of Cardinal, they were not, and have not been
adjudicated to have been, negligent or guilty of misconduct in the performance
of their duties to Cardinal; and (c) with respect to any criminal action or
proceeding, that they had no reasonable cause to believe that their conduct was
unlawful. Section 1701.13(E) provides that to the extent a director, officer,
employee, or agent has been successful on the merits or otherwise in defense of
any such action, suit, or proceeding, he shall be indemnified against expenses
reasonably incurred in connection therewith. At present there are no material
claims, actions, suits, or proceedings pending where indemnification would be
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required under these provisions, and Cardinal does not know of any such
threatened claims, actions, suits, or proceedings which may result in a request
for such indemnification.
Cardinal has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under Cardinal's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
Cardinal does not maintain directors' and officers' liability insurance,
Cardinal will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal
fees), judgments, fines, and settlement amounts paid or incurred by them in any
action or proceeding, including any action by or in the right of Cardinal, on
account of their service as a director, officer, employee, or agent of Cardinal
or at the request of Cardinal as a director, officer, employee, or agent of
another corporation or enterprise. Coverage under the contracts is excluded:
(A) on account of conduct which is finally adjudged to be knowingly fraudulent,
deliberately dishonest, or willful misconduct; or (B) if a final court of
adjudication shall determine that such indemnification is not lawful; or (C) in
respect of any suit in which judgment is rendered for violations of Section
16(b) of the Securities and Exchange Act of 1934, as amended, or similar
provisions of any federal, state, or local statutory law; or (D) on account of
any remuneration paid which is finally adjudged to have been in violation of
law; or (E) as to officers who are not directors, with respect to any act or
omission which is finally adjudged to have been a violation, other than in good
faith, of Cardinal's Standards of Business Conduct of which the officer then
most recently has received written notice. The indemnification agreements are
applicable to claims asserted after their effective date, whether arising from
acts or omissions occurring before or after their effective date, and
associated legal expenses.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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4 Forms of Cardinal Exchange Option Agreements
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche
23(b) Consent of Arthur Andersen & Co.
23(c) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) 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; and (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 clauses (i)
and (ii) do not apply if the information
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required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement;
(2) 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) 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.
B. 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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 6 above 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
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 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 Dublin, State of Ohio, on the 7th day of
March, 1994.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
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Robert D. Walter, Chairman and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert D. Walter, George H. Bennett,
Jr., and Michael E. Moritz, and each of them, severally, as his
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all pre- or post-effective amendments to this Registration Statement,
and to file the same with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.
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 the 7th day of March, 1994.
Signature Title
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/s/Robert D. Walter Chairman and Chief Executive
- ----------------------------------- Officer (principal executive officer)
Robert D. Walter
/s/David Bearman Executive Vice President and Chief
- ----------------------------------- Financial Officer (principal financial
David Bearman officer and principal accounting officer)
/s/Mitchell J. Blutt, M.D. Director
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Mitchell J. Blutt, M.D.
/s/John F. Finn Director
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John F. Finn
/s/Robert L. Gerbig Director
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Robert L. Gerbig
/s/ Michael S. Gross Director
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Michael S. Gross
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/s/John F. Havens Director
- -----------------------------------
John F. Havens
/s/James L. Heskett Director
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James L. Heskett
/s/John C. Kane Director
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John C. Kane
/s/George R. Manser Director
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George R. Manser
/s/John B. McCoy Director
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John B. McCoy
/s/Michael E. Moritz Director
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Michael E. Moritz
/s/Jerry E. Robertson Director
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Jerry E. Robertson
/s/L. Jack Van Fossen Director
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L. Jack Van Fossen
/s/Melburne G. Whitmire Director
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Melburne G. Whitmire
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4 Forms of Cardinal Exchange Option Agreements
5 Opinion of Baker & Hostetler as to legality of
the Common Shares being registered
23(a) Consent of Deloitte & Touche
23(b) Consent of Arthur Andersen & Co.
23(c) Consent of Baker & Hostetler (included in Opinion
filed as Exhibit 5 hereto)