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As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-63283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT
NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
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Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
655 Metro Place South, Suite 925, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
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1990 STOCK OPTION PLAN
EMPLOYEE INCENTIVE STOCK OPTION PLAN
EXECUTIVE CHOICE PLAN
(Full title of the plan)
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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)
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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 fee
Common Shares,
without par value 125,000 (2) (2) (2)
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in
connection with the filing of (a) preliminary proxy materials on
Schedule 14A of Medicine Shoppe International, Inc. on September 27,
1995, and (b) the Registrant's Form S-4 Registration Statement
(33-63283) on October 10, 1995.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II
under "Introductory Statement."
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Cardinal Health, Inc. (the "Company" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 33- 63283) (the "Form S-4") by
filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with
respect to up to 125,000 of the Registrant's Common Shares, without par
value ("Common Shares"), issuable in connection with the following plans of
Medicine Shoppe International, Inc. ("MSI"):
(a) 1990 Stock Option Plan;
(b) Employee Incentive Stock Option Plan; and
(c) Executive Choice Plan (collectively, the "Plans").
All such Common Shares were previously included in the Form S-4.
On November 13, 1995, Arch Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("AMC"), was merged with and into MSI
(the "Merger") pursuant to an Agreement and Plan of Merger dated August 26, 1995
among the Registrant, AMC and MSI (the "Merger Agreement"). As a result of the
Merger, each outstanding share of MSI Common Stock (with certain specified
exceptions) was converted into Common Shares of the Registrant pursuant to the
exchange ratio (the "Exchange Ratio") set forth in the Merger Agreement. Also as
a result of the Merger, shares of MSI Common Stock are no longer issuable upon
the exercise of options to purchase MSI Common Stock ("MSI Options") pursuant to
the Plans. Instead, participants in the Plans will receive in lieu of MSI Common
Stock that number of Common Shares of the Registrant equal to the number of
shares of MSI Common Stock issuable immediately prior to the effective time of
the Merger upon exercise of an MSI Option multiplied by the Exchange Ratio with
an exercise price for such option equal to the exercise price which existed
under the corresponding MSI Option divided by the Exchange Ratio.
The designation of Amendment No. 1 as Registration No. 33-63283-01
denotes that Amendment No. 1 relates only to the Common Shares issuable pursuant
to the Plans and that this is the first Post-Effective Amendment to the S-4
filed with respect to such shares.
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 the Company
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
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(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 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.
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ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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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(a) 1990 Stock Option Plan
99(b) Employee Incentive Stock Option Plan
99(c) Executive Choice 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 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
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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.
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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 Post-Effective
Amendment No. 1 on Form S-8 to the Registrant's Registration Statement on Form
S-4 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
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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
Paul S. Williams, and each of them, severally, as his or her attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her
and in his or 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 or 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 or her 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
- ----------------------------- 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/ John F. Finn Director
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John F. Finn
/s/ Robert L. Gerbig Director
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Robert L. Gerbig
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/s/ John F. Havens Director
- ----------------------------------
John F. Havens
/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
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Jerry E. Robertson
/s/ L. Jack Van Fossen Director
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L. Jack Van Fossen
/s/ Melburn G. Whitmire Director
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Melburn G. Whitmire
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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(a) 1990 Stock Option Plan
99(b) Employee Incentive Stock Option Plan
99(c) Executive Choice Plan
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