1 As filed with the Securities and Exchange Commission on March 7, 1994 Registration No. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------- 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) -------------------- CARDINAL HEALTH, INC. STOCK INCENTIVE PLAN (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) -------------------- CALCULATION OF REGISTRATION FEE ================================================================================================================ Title of Amount Proposed Proposed Amount of securities to to be maximum offering maximum aggregate registration be registered registered(1) price per share offering price(2) fee - ---------------------------------------------------------------------------------------------------------------- Common Shares, without par value 1,328,125 $ 48.50 $ 64,414,062.50 $ 22,211.90 ================================================================================================================ <FN> (1) Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated in accordance with Rule 457 solely for the purpose of determining the registration fee, based on the average of the high and low reported sale prices on February 28, 1994, of the registrant's Common Shares as reported on the NASDAQ National Market System. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Common Shares registered by Cardinal Health, Inc. (the "Company") pursuant to this Registration Statement will be issued under the Company's Stock Incentive Plan (the "Plan"). In Registration Statement on Form S-8, as amended (No. 33-20895) and Registration Statement on Form S-8 (No. 33-38022), the Company previously registered an aggregate of 1,171,875 Common Shares for issuance under the Plan, in each case as subsequently adjusted for stock splits and stock dividends. The contents of such Registration Statements are incorporated by reference herein. 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 8. Exhibits. Exhibit Number Description of Exhibit - -------------- ---------------------- 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) II-1 3 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 --------------------------------- 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 --------- ----- /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 officer and David Bearman principal accounting officer) /s/Mitchell J. Blutt, M.D. Director - -------------------------------------------- Mitchell J. Blutt, M.D. /s/John F. Finn Director - -------------------------------------------- John F. Finn /s/Robert L. Gerbig Director - -------------------------------------------- Robert L. Gerbig II-2 4 /s/Michael S. Gross Director - -------------------------------------------- Michael S. Gross /s/John F. Havens Director - -------------------------------------------- John F. Havens /s/John C. Kane Director - -------------------------------------------- John C. Kane /s/James L. Heskett Director - -------------------------------------------- James L. Heskett /s/George R. Manser Director - -------------------------------------------- George R. Manser /s/John B. McCoy Director - -------------------------------------------- John B. McCoy /s/Michael E. Moritz Director - -------------------------------------------- Michael E. Moritz /s/Jerry E. Robertson Director - -------------------------------------------- Jerry E. Robertson /s/L. Jack Van Fossen Director - -------------------------------------------- L. Jack Van Fossen /s/Melburne G. Whitmire Director - -------------------------------------------- Melburne G. Whitmire II-3 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 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)