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As filed with the Securities and Exchange Commission on February 19, 1998
Registration No. 333-30889-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Exact name of registrant as specified in its charter)
Ohio 31-0958666
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
5555 Glendon Court, Dublin, Ohio 43016
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(Address of Principal Executive Offices) (Zip Code)
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MediQual Systems, Inc. 1987 Nonqualified Stock Option Plan
MediQual Systems, Inc. 1996 Stock Incentive Plan
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(Full title of the plans)
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George H. Bennett, Jr.,
Executive Vice President, Secretary and General Counsel
Cardinal Health, Inc.
5555 Glendon Court
Dublin, Ohio 43016
(Name and address of agent for service)
(614) 717-5000
(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
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Common Shares,
without par value 24,668 (2) (2) (2)
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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 Plans.
(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 the Registrant's Form S-4 Registration Statement (333-30889) on July 8, 1997.
* 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."
</FN>
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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. 333-30889) (the "Form S-4") by
filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with
respect to up to 24,668 of the Registrant's Common Shares, without par value
("Common Shares"), issuable in connection with the following plans
(collectively, the "Plans") of MediQual Systems, Inc. ("MediQual"): 1987
Nonqualified Stock Option Plan and 1996 Stock Incentive Plan. All such Common
Shares were previously included in the Form S-4.
On February 18, 1998, Hub Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("HMC"), was merged with and into
MediQual (the "Merger") pursuant to an Amended and Restated Agreement and Plan
of Merger dated as of July 7, 1997, as amended, among the Registrant, HMC and
MediQual (the "Merger Agreement"). As a result of the Merger, each outstanding
share of MediQual 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 MediQual Common Stock are no longer issuable upon the exercise
of options to purchase MediQual Common Stock ("MediQual Options") pursuant to
the Plans. Instead, participants in the Plans will receive in lieu of MediQual
Common Stock that number of Common Shares of the Registrant equal to the number
of shares of MediQual Common Stock issuable immediately prior to the effective
time of the Merger upon exercise of a MediQual Option multiplied by the Exchange
Ratio, with an exercise price for such option equal to the exercise price which
existed under the corresponding MediQual Option divided by the Exchange Ratio.
The designation of Amendment No. 1 as Registration No. 333-30889-01
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 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, 1997 filed with the Commission on September 29, 1997, as amended
by Form 10-K/A (Amendment No. 1) filed with the Commission on January 7, 1998;
(b) The information contained in the Company's Proxy Statement dated
October 13, 1997 for its Annual Meeting of Shareholders held on November 5, 1997
that was filed with the Commission on Schedule 14A on October 13, 1997, other
than the information contained therein under the captions "Report of the
Committee on Executive Compensation" and "Performance Graphs";
(c) The Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended September 30, 1997 filed with the Commission on November 14, 1997;
(d) The Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended December 31, 1997 filed with the Commission on February 11, 1998;
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.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Paul S. Williams, Assistant General Counsel of the Company.
Mr. Williams holds unvested options to purchase Common Shares of the Company.
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 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 officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, penalties, 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, trustee, fiduciary, manager, member or agent of another corporation,
partnership, trust, limited liability company, employee benefit plan or other
enterprise; and (iv) provide for the mandatory advancement of expenses to the
executive officer or director in connection with the defense of any proceedings,
provided the executive officer or director agrees to reimburse the Company for
that advancement if it is ultimately determined that the executive officer or
director is not entitled to indemnification for that proceeding under the
agreement. 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 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) on account of conduct occurring prior to the
time the executive officer or director became an officer, director, employee, or
agent of the Company or its subsidiaries (but in not event earlier than the time
such entity became a subsidiary of the Company); or (F) with respect to
proceedings initiated or brought voluntarily by the executive officer or
director and not by way of defense, except for proceedings brought to enforce
rights under the indemnification agreement.
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ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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5 Opinion of Paul S. Williams as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP, Columbus, Ohio
23(b) Consent of Deloitte & Touche LLP, Costa Mesa, California
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Ernst & Young LLP
23(e) Consent of Price Waterhouse LLP
23(f) Consent of Paul S. Williams (included in Opinion filed as Exhibit 5 hereto)
24 Power of attorney (included on the Signature Page of this Form S-8)
99(a) MediQual Systems, Inc. 1987 Nonqualified Stock Option Plan
99(b) MediQual Systems, Inc. 1996 Stock 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 plans 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.
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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.
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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 this Post-Effective Amendment No.1 on Form S-8 to
Form S-4 Registration Statement 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 18th day of February, 1998.
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/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
Post-Effective Amendment No.1 on Form S-8 to Form S-4 Registration Statement has
been signed by the following persons in the capacities indicated on the 18th day
of February, 1998.
Signature Title
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/s/ Robert D. Walter Chairman and Chief Executive
- ------------------------------ Officer (principal executive officer) and
Robert D. Walter Director
/s/ David Bearman Executive Vice President and Chief
- ------------------------------ Financial Officer (principal financial
David Bearman officer)
/s/Richard J. Miller Vice President, Controller and Principal
- ------------------------------ Accounting Officer
Richard J. Miller
/s/ John F. Finn Director
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John F. Finn
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/s/ Robert L. Gerbig Director
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Robert L. Gerbig
/s/ John F. Havens Director
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John F. Havens
/s/ Regina E. Herzlinger Director
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Regina E. Herzlinger
/s/ John C. Kane Director
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John C. Kane
/s/ J. Michael Losh Director
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J. Michael Losh
/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/ 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
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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5 Opinion of Paul S. Williams as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP, Columbus, Ohio
23(b) Consent of Deloitte & Touche LLP, Costa Mesa, California
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Ernst & Young LLP
23(e) Consent of Price Waterhouse LLP
23(f) Consent of Paul S. Williams (included in Opinion filed as Exhibit 5 hereto)
24 Power of attorney (included on the Signature Page of this Form S-8)
99(a) MediQual Systems, Inc. 1987 Nonqualified Stock Option Plan
99(b) MediQual Systems, Inc. 1996 Stock Incentive Plan
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