As filed with the Securities and Exchange Commission on February 1, 1995
Registration No. ____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION EXHIBIT INDEX
Washington, D.C. 20549 FOUND ON
PAGE 8.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
BERGEN BRUNSWIG CORPORATION
(Exact name of issuer as specified in its charter)
New Jersey 22-1444512
(State of Incorporation) (I.R.S. Identification No.)
4000 Metropolitan Drive
Orange, California 92668
(Address of Principal Executive Offices)
___________________
BERGEN BRUNSWIG
PRE-TAX INVESTMENT RETIREMENT
ACCOUNT PLUS PLAN (the "Plan")
(Full Title of the Plan)
___________________
MILAN A. SAWDEI
Executive Vice President, Chief Legal
Officer and Secretary
Bergen Brunswig Corporation
4000 Metropolitan Drive
Orange, California 92668
(Name and address of agent for service)
(714) 385-4000
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
================================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed maximum Proposed Amount of
to be registered registered(2) offering price maximum registration fee(3)
per share(3) aggregate offering
price(3)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock(1)
Par Value $1.50
per Share . . . . . . 250,000 shares $23.00 $5,750,000 $1,955
================================================================================================================
<FN>
(1) In addition, this Registration Statement also covers an indeterminate
amount of interests offered or sold pursuant to the Plan.
(2) The 250,000 shares being registered represent the incremental number of
shares which may be purchased under the Plan. This Registration Statement
also covers an indeterminate number of shares which by reason of certain
events specified in the Plan may become subject to the Plan.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the offering
price and registration fee have been calculated based upon the average of
the high and low prices of the Class A Common Stock on the New York Stock
Exchange on January 31, 1995 of $23.00 per share.
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the Bergen
Brunswig Pre-Tax Investment Retirement Account Plus Plan (the "Plan") to
increase the number of shares of Class A Common Stock authorized to be issued
thereunder from 625,000 (adjusted for 25% stock dividend subsequent to prior
registration statement) to 875,000. The contents of the Registrant's
Registration Statement on Form S-8, as amended, Registration No. 33-32465, filed
with the Securities and Exchange Commission on December 8, 1989 (the "Prior
Registration Statement"), are hereby incorporated by reference. The Items below
contain information required in this Registration Statement that was not
included in the Prior Registration Statement.
Part I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information*
________________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with the
Note to Part I of Form S-8.
Part II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Plan with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Plan's Annual Report on Form 11-K for the Plan's fiscal year
ended December 31, 1993; and
(b) All subsequent documents filed by the Plan pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
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<PAGE>
be deemed to be incorporated by reference from the date of filing of such
documents.
Item 5. Interests of Counsel.
Milan A. Sawdei, Esquire, has given his opinion as Counsel of Bergen
Brunswig Corporation (the "Company") that the shares registered hereunder will
be legally issued, fully paid and non-assessable when issued in accordance with
the terms of the Plan.
Mr. Sawdei, who qualifies for the benefits provided for under the Plan,
beneficially, owns as of January 31, 1995, 18,281 shares of the Class A Common
Stock, which may be acquired pursuant to the exercise of stock options, having a
net value of $139,454, based upon the closing price of such shares on the New
York Stock Exchange on January 31, 1995. He also holds 600 shares of the Class
A Common Stock indirectly as trustee for his son.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Milan A. Sawdei.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5.1).
24. Power of Attorney (contained on the signature page hereof).
Neither an opinion of counsel concerning compliance with the
requirements of ERISA nor an Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal Revenue Code is being
filed with respect to amendments made to the Plan subsequent to the effective
date of the Prior Registration Statement. The Company hereby undertakes to
submit or cause to be submitted to the Internal Revenue Service in a timely
manner all amendments necessary to maintain the qualified status of the Plan,
and to make all changes required by the Internal Revenue Service to maintain the
qualification of the Plan.
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<PAGE>
Item 9. Undertakings.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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 of 1933 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 a 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Orange, State of California, on this 31st day of
January, 1995.
BERGEN BRUNSWIG CORPORATION
By: /s/ Neil F. Dimick
---------------------------------------
Its: Executive Vice President,
---------------------------------------
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Neil F.
Dimick and Milan A. Sawdei, and each of them, as attorneys-in-fact and agents,
with full powers of substitution, to sign on his behalf, individually and in the
capacities stated below, and to file any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Robert E. Martini Chairman of the January 26, 1995
- ---------------------------- Board and Chief
Robert E. Martini Executive Officer and
Director
/s/ Neil F. Dimick Executive Vice January 26, 1995
- ---------------------------- President, Chief
Neil F. Dimick Financial Officer
/s/ Jose E. Blanco, Sr. Director January 26, 1995
- ----------------------------
Jose E. Blanco, Sr.
/s/ Rodney H. Brady Director January 26, 1995
- ----------------------------
Rodney H. Brady
/s/ John Calasibetta Director and January 26, 1995
- ---------------------------- Senior Vice President
John Calasibetta
/s/ Charles C. Edwards, M.D. Director January 26, 1995
- ----------------------------
Charles C. Edwards, M.D.
/s/ Charles J. Lee Director January 26, 1995
- ----------------------------
Charles J. Lee
/s/ George R. Liddle Director January 26, 1995
- ----------------------------
George R. Liddle
/s/ James R. Mellor Director January 26, 1995
- ----------------------------
James R. Mellor
/s/ George E. Reinhardt, Jr. Director January 26, 1995
- ----------------------------
George E. Reinhardt, Jr.
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<PAGE>
/s/ Francis G. Rodgers Director January 26, 1995
- ----------------------------
Francis G. Rodgers
/s/ Dwight A. Steffensen Director, President January 26, 1995
- ---------------------------- and Chief Operating
Dwight A. Steffensen Officer
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orange, State of
California, on January 31, 1995.
BERGEN BRUNSWIG PRE-TAX INVESTMENT
RETIREMENT ACCOUNT
By /s/ Neil F. Dimick
---------------------------------------
Its Plan Committee Member, Executive Vice
---------------------------------------
President and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
5.1 Opinion of Milan A. Sawdei. 9
23.1 Independent Auditors' Consent. 11
23.2 Consent of Counsel (included in Exhibit 5.1).
24. Power of Attorney (contained on the signature
page hereof).
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EXHIBIT 5.1
January 31, 1995
Bergen Brunswig Corporation
4000 Metropolitan Drive
Orange, California 92668
Ladies and Gentlemen:
In my capacity as Chief Legal Officer of Bergen Brunswig Corporation
(the "Company"), I am rendering the below legal opinion in connection with the
filing of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to the offer of up to
250,000 shares of Class A Common Stock of the Company, to be issued pursuant to
the Pre-Tax Investment Retirement Account Plus Plan ("Plan").
In the preparation of this opinion, I have examined originals or copies
of such documents as I have deemed necessary or advisable in order to render the
opinion set forth below. In rendering the opinion set forth below, I have
assumed:
a. The genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies, and the authenticity of all such originals.
b. The due authorization, execution and delivery of the Registration
Statement and the documents and instruments referred to therein by and on behalf
of all parties thereto.
c. The issuance of the Class A Common Stock in accordance with the
terms of the Plan.
On the basis of the foregoing and subject to the qualifications and
limitations set forth below, it is my opinion that the Class A Common Stock
covered by the Registration Statement, when issued and paid for in accordance
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<PAGE>
Bergen Brunswig Corporation
January 31, 1995
Page 2
with the Plan, will be legally issued, fully paid and non-assessable.
This opinion speaks only as of the date hereof and is based solely upon
the existing laws of the United States, and the general corporation laws of the
State of California, and I express no opinion, and none should be inferred, as
to any other laws.
This opinion may not be relied upon by any other person or for any
other purpose, nor may it be quoted from or referred to, or copies delivered to
any other person, without my prior written consent. I hereby consent to the
inclusion of this opinion as an exhibit in the Registration Statement.
Respectfully submitted,
/s/ Milan A. Sawdei
---------------------------------------
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MAS:NMA:jn
2\A\L071745Q.LJ8
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Bergen Brunswig Corporation Pre-Tax Investment Retirement Account of
the report of Deloitte & Touche dated June 28, 1994, appearing in the Annual
Report on Form 11-K of Bergen Brunswig Corporation Pre-Tax Investment Retirement
Account for the year ended December 31, 1993, and of the report of Deloitte &
ToucheLLP dated October 31, 1994, appearing in the Annual Report on Form 10-K of
Bergen Brunswig Corporation for the year ended September 30, 1994.
/s/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
Costa Mesa, California
January 27, 1995
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