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As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 incorporation or organization) (I.R.S. Employer Identification No.)
5555 Glendon Court, Dublin, Ohio 43016
(Address of Principal Executive Offices) (Zip Code)
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ALLEGIANCE RETIREMENT PLAN
(Full title of the plan)
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Steven Alan Bennett
Executive Vice President, General Counsel and Secretary
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
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering price Amount of registration
registered registered(1) share(2) (2) fee (2)
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Common Shares, without par 3,000,000 73.53125 $220,593,750 61,330
value
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(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) The registration fee has been calculated pursuant to Rule 457(c) and
(h) based on the average of the high and low sale prices on January 28,
1999, of the Registrant's Common Shares as reported on the New York
Stock Exchange.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (h) 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, 1998 filed with the
Securities and Exchange Commission (the "Commission")
on September 1, 1998 (excluding Items 7 and 8) ("Form
10-K");
(b) The information contained in the Company's Proxy
Statement dated September 28, 1998 for its Annual
Meeting of Shareholders held on November 23, 1998
that has been incorporated by reference in its Form
10-K;
(c) The Company's Current Report on Form 8-K/A filed with
the Commission on September 28, 1998, amending the
Company's Current Report on Form 8-K filed with the
Commission on August 10, 1998;
(d) The Company's Current Report on Form 8-K filed with
the Commission on October 13, 1998;
(e) The Company's Current Report on Form 8-K filed with
the Commission on November 24, 1998;
(f) The Company's Current Report on Form 8-K filed with
the Commission on January 21, 1999.
(g) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, filed with the
Commission on November 13, 1998; and
(h) 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, and unvested restricted Common Shares of the Company.
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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 and restated, 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,
such individual 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 officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts incurred by them in any action or
proceeding 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 that 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 the 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 of 1934, as amended, or 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 no event
earlier than the time such entity became a subsidiary of Cardinal); 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 contract.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.
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ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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4(a) Specimen Certificate for the Registrant's Class A Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of Registrant, as amended (2)
4(c) Restated Code of Regulations of Registrant, as amended (2)
4(d) Allegiance Retirement Plan (including all amendments thereto)
5 Opinion of Paul S. Williams as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Arthur Andersen LLP
23(e) Consent of Paul S. Williams (included in Opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included in signature page to Registration Statement)
(1) Included as an exhibit to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 and incorporated herein by
reference.
(2) Included as an exhibit to the Registrant's 8-K filed November 24, 1998
and incorporated herein by reference.
The Registrant hereby undertakes that the Allegiance Retirement Plan
and any amendment thereto has been or will be submitted to the Internal Revenue
Service ("IRS") in a timely manner and all changes required by the IRS in order
to qualify the Allegiance Retirement Plan will be made.
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
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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 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.
[Signatures on Following Page]
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on the 4th day of February,
1999.
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, Steven Alan Bennett, 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
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 4th day of February, 1999.
Signature Title
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/s/ Robert D. Walter Chairman, Chief Executive
- ----------------------- Officer (principal executive officer)
Robert D. Walter and Director
/s/ Richard J. Miller Vice President, Acting Chief
- ----------------------- Financial Officer and Controller
Richard J. Miller (principal financial officer
and principal accounting officer)
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/s/ Aleksander Erdeljan Director
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Aleksander Erdeljan
/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
/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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Director
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Silas S. Cathcart
Director
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Michael D. O'Halleron
Director
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Lester B. Knight
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan
Committee has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of McGraw Park, State
of Illinois, on the 4th day of February, 1999.
ALLEGIANCE RETIREMENT PLAN
By:/s/ Robert B. DeBaun
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Name: Robert B. DeBaun
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4(a) Specimen Certificate for the Registrant's Class A Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of Registrant, as amended (2)
4(c) Restated Code of Regulations of Registrant, as amended (2)
4(d) Allegiance Retirement Plan (including all amendments thereto)
5 Opinion of Paul S. Williams as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Arthur Andersen LLP
23(e) Consent of Paul S. Williams (included in Opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included in signature page to Registration Statement)
(1) Included as an exhibit to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 and incorporated herein by
reference.
(2) Included as an exhibit to the Registrant's 8-K filed November 24, 1998
and incorporated herein by reference.