1
As filed with the Securities and Exchange Commission on November 16, 1995
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.
(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.
EQUITY INCENTIVE PLAN
(Full title of the plan)
------------------
George H. Bennett, Jr.,
Executive Vice President, Secretary 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(1) offering price(2) fee
- ------------- ------------- ------------------ ----------------- ------------
Common Shares,
without par
value 2,000,000 $53.56 $107,120,000 $21,424.00
===================================================================================================
(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 November 14, 1995, of the registrant's
Common Shares as reported on the New York Stock Exchange Composite
Tape.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) below are incorporated by
reference in the registration statement. All documents filed by Cardinal
Health, Inc. (the "Company" or "Registrant") pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 Annual Report on Form 10-K of the Company for the fiscal year
ended June 30, 1995 filed with the Commission on September 21, 1995;
(b) The Company's Current Report on a Form 8-K dated August 26, 1995;
(c) The Company's Quarterly Report on Form 10-Q filed with the
Commission on November 6, 1995;
(d) The Company's Current Report on Form 8-K dated November 16, 1995;
and
(e) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A dated August 19, 1994, pursuant to
Section 12 of the Exchange Act.
ITEM 5. INTEREST 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
partner of Baker & Hostetler, was the beneficial owner of 536,925 Common Shares
as of November 10, 1995.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 the Company's Restated Code of Regulations ("Code of
Regulations"), as amended, contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E)of the Ohio Revised Code.
The Company'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 the Company or the shareholders of the
Company 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 the Company; (b) in
any action, suit, or proceeding by or in the right of the Company, they were
not, and have not been adjudicated to have been, negligent or guilty of
misconduct in the performance of their duties to the Company; 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
2
3
there are no material claims, actions, suits, or proceedings pending where
indemnification would be required under these provisions, and the Company does
not know of any such threatened claims, actions, suits, or proceedings which
may result in a request for such indemnification.
The Company 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 the Company's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
the Company does not maintain directors' and officers' liability insurance, the
Company will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officer 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 the Company,
on account of their service as a director, officer, employee, or agent of the
Company or at the request of the Company 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 the Company'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
- -------------- ----------------------
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consents of Arthur Andersen LLP
23(c) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
24 Power of attorney (included on the Signature Page of this Form S-8)
99 Cardinal Health, Inc. Equity Incentive Plan
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 of
1933, as amended (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 required to be included
3
4
in a post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission 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 Securities
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 Securities 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 Securities Act and will be governed by the final adjudication of
such issue.
4
5
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 14th day of
November, 1995.
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
Paul S. Williams, and each of them, severally, as his/her attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her and in
his/her 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 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/she 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 14th day of November, 1995.
Signature Title
- --------- -----
/s/ Robert D. Walter
- ----------------------------- Chairman and Chief Executive
Robert D. Walter Officer (principal executive officer)
/s/ David Bearman
- ----------------------------- Executive Vice President and Chief
David Bearman Financial Officer (principal financial
officer and principal accounting officer)
/s/ John F. Finn Director
- -----------------------------
John F. Finn
/s/ Robert L. Gerbig Director
- -----------------------------
Robert L. Gerbig
/s/ John F. Havens Director
- -----------------------------
John F. Havens
5
6
/s/ Regina E. Herzlinger Director
- --------------------------------
Regina E. Herzlinger
/s/ John C. Kane Director
- --------------------------------
John C. Kane
/s/ George R. Manser Director
- --------------------------------
George R. Manser
/s/ John B. McCoy Director
- --------------------------------
John B. McCoy
/s/ Jerry E. Robertson Director
- --------------------------------
Jerry E. Robertson
/s/ L. Jack Van Fossen Director
- --------------------------------
L. Jack Van Fossen
/s/ Melburn G. Whitmire Director
- --------------------------------
Melburn G. Whitmire
6
7
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 LLP
23(b) Consents of Arthur Andersen LLP
23(c) Consent of Baker & Hostetler (included in Opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included on the Signature Page of this Form S-8)
99 Cardinal Health, Inc. Equity Incentive Plan
7