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As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 333-56655
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
---- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5555 Glendon Court, Dublin, Ohio 43016
-------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
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R.P. Scherer Corporation 1990 Nonqualified Stock Option Plan, as amended
R.P. Scherer Corporation 1990 Nonqualified Performance Stock Option
Plan A, as amended
R.P. Scherer Corporation 1990 Nonqualified Performance Stock Option
Plan B, as amended
R.P. Scherer Corporation 1992 Stock Option Plan, as amended July, 1995
R.P. Scherer Corporation 1997 Stock Option Plan
R.P. Scherer Corporation Director Stock Options
-----------------------------------------------
(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
- -------------------------------------------------------------------------------------------------------------------------
Common Shares,
without par value 2,371,167 (2) (2) (2)
==========================================================================================================================
<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 (333-56655) on June 12, 1998.
* 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. 333-56655) (the "Form S-4")
by filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1")
with respect to up to 2,371,167 of the Registrant's Common Shares, without par
value ("Common Shares"), issuable in connection with the following plans
(collectively, the "Plans") and option agreements ("Option Agreements") of
R.P. Scherer Corporation ("Scherer"): 1990 Nonqualified Stock Option Plan, as
amended, 1990 Nonqualified Performance Stock Option Plan A, as amended, 1990
Nonqualified Performance Stock Option Plan B, as amended, 1992 Stock Option
Plan, as amended July 1995, 1997 Stock Option Plan and Director Stock Options.
All such Common Shares were previously included in the Form S-4.
On August 7, 1998, GEL Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of the Registrant ("Merger Sub"), was merged with
and into Scherer (the "Merger") pursuant to an Agreement and Plan of Merger
dated as of May 17, 1998 (the "Merger Agreement"), among the Registrant,
Merger Sub and Scherer. As a result of the Merger, each outstanding share of
Scherer Common Stock (with certain specified exceptions) was converted into
.95 Common Shares of the Registrant (the "Exchange Ratio"). Also as a result
of the Merger, shares of Scherer Common Stock are no longer issuable upon the
exercise of options to purchase Scherer Common Stock ("Scherer Options")
pursuant to the Plans or Option Agreements. Instead, participants in the Plans
and holders of Director Stock Options will receive in lieu of Scherer Common
Stock that number of Common Shares of the Registrant equal to the number of
shares of Scherer Common Stock issuable immediately prior to the effective
time of the Merger upon exercise of a Scherer Option multiplied by the
Exchange Ratio of .95, with an exercise price for such option equal to the
exercise price which existed under the corresponding Scherer Option divided by
the Exchange Ratio of .95.
The designation of Amendment No. 1 as Registration No. 333-56655-01
denotes that Amendment No. 1 relates only to the Common Shares issuable
pursuant to the Plans and Option Agreements 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, as amended by Form 10-Q/A filed with the Commission on January 7, 1998;
(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;
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(e) The Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended March 31, 1998 filed with the Commission on May 13, 1998;
(f) The Current Report on Form 8-K of the Company filed with the
Commission on August 10, 1998 in connection with the mutual termination of the
Agreement and Plan of Merger, dated as of August 23, 1997, by and among the
Company, Bruin Merger Corp., a New Jersey corporation and wholly owned
subsidiary of the Company ("Bruin"), and Bergen Brunswig Corporation, a New
Jersey corporation ("Bergen"), as amended by the First Amendment, dated as of
March 16, 1998, by and among the Company, Bruin and Bergen.
(g) 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 Paul S. Williams, Assistant General Counsel of the Company.
Mr. Williams holds vested and 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
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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.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
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 PricewaterhouseCoopers LLP
23(f) Consent of Paul S. Williams (included in Opinion filed as
Exhibit 5 hereto)
99(a) R.P. Scherer Corporation 1990 Nonqualified Stock Option Plan,
as amended
99(b) R.P. Scherer Corporation 1990 Nonqualified Performance Stock
Option Plan A, as amended
99(c) R.P. Scherer Corporation 1990 Nonqualified Performance Stock
Option Plan B, as amended
99(d) R.P. Scherer Corporation 1992 Stock Option Plan, as amended
July, 1995
99(e) R.P. Scherer Corporation 1997 Stock Option Plan
99(f) Form of R.P. Scherer Corporation Director Stock Option
Agreement
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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or
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high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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) of this paragraph 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 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 12th day of August,
1998.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
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Robert D. Walter,
Chief Executive Officer
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
12th day of August, 1998.
Signature Title
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/s/ Robert D. Walter Chief Executive Officer (principal
- ----------------------- executive officer) and Director
Robert D. Walter
/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
/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
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/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
/s/ Aleksander Erdeljan Director
- ------------------------
Aleksander Erdeljan
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
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 PricewaterhouseCoopers LLP
23(f) Consent of Paul S. Williams (included in Opinion filed as
Exhibit 5 hereto)
99(a) R.P. Scherer Corporation 1990 Nonqualified Stock Option Plan,
as amended
99(b) R.P. Scherer Corporation 1990 Nonqualified Performance Stock
Option Plan A, as amended
99(c) R.P. Scherer Corporation 1990 Nonqualified Performance Stock
Option Plan B, as amended
99(d) R.P. Scherer Corporation 1992 Stock Option Plan, as amended
July, 1995
99(e) R.P. Scherer Corporation 1997 Stock Option Plan
99(f) Form of R.P. Scherer Corporation Director Stock Option Agreement
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