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As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 333-68819-01
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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.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
5555 Glendon Court, Dublin, Ohio 43016
(Address of Principal Executive Offices) (Zip Code)
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ALLEGIANCE CORPORATION 1996 OUTSIDE DIRECTOR INCENTIVE COMPENSATION PLAN
ALLEGIANCE CORPORATION 1996 INCENTIVE COMPENSATION PROGRAM
ALLEGIANCE CORPORATION 1998 INCENTIVE COMPENSATION PROGRAM
(Full title of the plans)
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Steven Alan Bennett, Esq.
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 aggregate offering Amount of
registered registered(1) per share price registration fee
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Common Shares,
without par value 10,333,000 (2) (2) (2)
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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 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 (a) preliminary proxy materials on
Schedule 14A of Cardinal Health, Inc. on December 2, 1998, and (b) the
Registrant's Form S-4 Registration Statement (333-68819) on December
14, 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. 333-68819) (the "Form S-4") by
filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with
respect to up to 10,333,000 of the Registrant's Common Shares, without par
value ("Common Shares"), issuable in connection with the following plans of
Allegiance Corporation ("Allegiance"):
(a) Allegiance Corporation 1996 Outside Director Incentive
Compensation Plan;
(b) Allegiance Corporation 1996 Incentive Compensation Program;
and
(c) Allegiance Corporation 1998 Incentive Compensation Program
(collectively, the "Plans").
All such Common Shares were previously included in the Form S-4.
On February 3, 1999, Boxes Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Boxes"), was merged with and into
Allegiance (the "Merger") pursuant to an Agreement and Plan of Merger dated
October 8, 1998 among the Registrant, Boxes and Allegiance (the "Merger
Agreement"). As a result of the Merger, each outstanding share of Allegiance
Common Stock (with certain specified exceptions) was converted into .6225 Common
Shares of the Registrant (the "Exchange Ratio"). Also as a result of the Merger,
shares of Allegiance Common Stock are no longer issuable upon the exercise of
options to purchase Allegiance Common Stock ("Allegiance Options") pursuant to
the Plans. Participants in the Plans will receive in lieu of Allegiance Common
Stock that number of Common Shares of the Registrant equal to the number of
shares of Allegiance Common Stock issuable immediately prior to the effective
time of the Merger upon exercise of an Allegiance Option multiplied by the
Exchange Ratio of .6225 with an exercise price for such option equal to the
exercise price which existed under the corresponding Allegiance Option divided
by the Exchange Ratio of .6225.
The designation of Amendment No. 1 as Registration No. 333-68819-01
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 (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");
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(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.
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
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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.
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
23(b) Consent of Ernst & Young LLP
23(c) Consent of PricewaterhouseCoopers LLP (Cardinal)
23(d) Consent of Arthur Andersen LLP
23(e) Consent of Paul S. Williams (included in Opinion
filed as Exhibit 5 hereto)
24(a) Power of Attorney(1)
99(a) Allegiance Corporation 1996 Outside Director
Incentive Compensation Plan
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99(b) Allegiance Corporation 1996 Incentive Compensation
Program (the "1996 Program")
99(b)(1) Allegiance Corporation Stock Option Plan adopted
September 16, 1996 pursuant to the 1996 Program
99(b)(2) Allegiance Corporation Stock Option Plan adopted
November 5, 1998 pursuant to the 1996 Program
99(c) Allegiance Corporation 1998 Incentive Compensation
Program (the "1998 Program")
99(c)(1) Allegiance Corporation Stock Option Plan adopted May
7, 1998 pursuant to the 1998 Program
99(c)(2) Allegiance Corporation Long Term Incentive Stock
Option Plan adopted May 7, 1998 pursuant to the 1998
Program
(1) Previously filed with Amendment No. 1 to the Registration Statement on
Form S-4 (333-68819) filed with the Commission on December 14, 1998 and
identified by exhibit number 24.
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.
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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 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
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 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
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated on the 4th
day of February, 1999.
Signature Title
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* Chairman, Chief Executive
- --------------------------- Officer (principal executive officer)
Robert D. Walter and Director
* Vice President, Acting Chief
- --------------------------- Financial Officer and Controller
Richard J. Miller (principal financial officer
and principal accounting officer)
* Director
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Aleksander Erdeljan
* Director
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John F. Finn
* Director
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Robert L. Gerbig
* Director
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John F. Havens
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* Director
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Regina E. Herzlinger
* Director
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John C. Kane
* Director
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J. Michael Losh
* Director
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George R. Manser
* Director
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John B. McCoy
* Director
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Jerry E. Robertson
* Director
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L. Jack Van Fossen
* Director
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Melburn G. Whitmire
Director
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Silas S. Cathcart
Director
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Michael D. O'Halleran
Director
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Lester B. Knight
* By: /s/ Robert D. Walter
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Robert D. Walter,
Attorney-in-fact
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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
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(a) Power of Attorney(1)
99(a) Allegiance Corporation 1996 Outside Director
Incentive Compensation Plan
99(b) Allegiance Corporation 1996 Incentive Compensation
Program (the "1996 Program")
99(b)(1) Allegiance Corporation Stock Option Plan adopted
September 16, 1996 pursuant to the 1996 Program
99(b)(2) Allegiance Corporation Stock Option Plan adopted
November 5, 1998 pursuant to the 1996 Program
99(c) Allegiance Corporation 1998 Incentive Compensation
Program (the "1998 Program")
99(c)(1) Allegiance Corporation Stock Option Plan adopted May
7, 1998 pursuant to the 1998 Program
99(c)(2) Allegiance Corporation Long Term Incentive Stock
Option Plan adopted May 7, 1998 pursuant to the 1998
Program
(1) Previously filed with Amendment No. 1 to the Registration Statement on Form
S-4 (333-68819) filed with the Commission on December 14, 1998 and
identified by exhibit number 24.