As filed with the Securities and Exchange Commission on May , 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BERGEN BRUNSWIG CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1444512
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
4000 Metropolitan Drive, Orange, California 92868-3598
(Address of principal executive offices; zip code)
______________________
Bergen Brunswig Corporation 1999 Management Stock Incentive Plan
Bergen Brunswig Corporation 1999 Non-Employee Directors' Stock Plan
(Full title of the plans)
Milan A. Sawdei
Executive Vice President, Chief Legal Officer and Secretary
Bergen Brunswig Corporation
4000 Metropolitan Drive, Orange, California 92868-3598
(714) 385-4000
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068 (973) 597-2500
______________________
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C> <C> <C>
Class A Common Stock,
par value $1.50 per share 10,750,000 shares (1) $19.34 $207,905,000 $57,797.59
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</TABLE>
(1) Plus such additional shares of Class A Common Stock as may be issuable
pursuant to the anti-dilution provisions of the Bergen Brunswig Corporation
1999 Management Stock Incentive Plan and the Bergen Brunswig Corporation
1999 Non-Employee Directors' Stock Plan
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis
of the average of the high and low sale prices for a share of Class A
Common Stock on the New York Stock Exchange on April 30, 1999.
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<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Commission allows us to "incorporate" into this Registration
Statement information we file with it in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this Registration Statement, and all future documents filed with
the Commission under Sections 13(a), 13(c) or 15(d) of the Securities Exchange
Act of 1934 until we terminate the offering of these shares.
(a) the Company's Annual Report on Form 10-K for the year ended
September 30, 1998, as amended;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998;
(c) the Company's Current Reports on Form 8-K dated November 12, 1998,
January 13, 1999, January 26, 1999, April 19, 1999 and April 30, 1999;
(d) the description of the Common Stock of the Company contained in the
Company's Registration Statement on Form S-4 declared effective by the SEC on
March 16, 1999; and
(e) the description of the Company's Shareowners' Rights Plan contained
in the Company's Registration Statement on Form 8-A dated February 14, 1994.
All documents subsequently filed by the Company pursuant to Sections
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
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under the Company's Restated Certificate of Incorporation, every person
who is or was a director, officer, employee or agent of the Company and the
legal representative of such a person is entitled to receive indemnification
from the Company to the fullest extent permitted by law. Under New Jersey law,
directors and officers may be indemnified in certain situations, subject to the
Company's having taken certain actions and the directors and officers having met
certain specified standards of conduct. In addition, in April, 1986, the Company
<PAGE>
entered into agreements, which were amended on July 3, 1986 (collectively, the
"Indemnity Agreement"), to indemnify each of its directors against liabilities
and defense costs to the extent that such directors would have been insured
under the director and officer liability insurance policies which were in effect
on December 31, 1984 (the "1984 Policy"). The 1984 Policy afforded the broadest
coverage for liabilities arising under ERISA and the securities and anti-trust
laws. The obligation of the Company to indemnify a director under the Indemnity
Agreement is limited to $30 million, the maximum coverage available under the
1984 Policy. However, the Indemnity Agreement does not limit a director's right
to recover in excess of $30 million from the Company if the director is
otherwise entitled to statutory indemnification. The Indemnity Agreement was
ratified by the shareowners at the annual meeting held on December 17, 1986. The
Company currently maintains a directors' and officers' insurance policy which
provides liability coverage with respect to its directors and officers.
In addition, the Company's Restated Certificate of Incorporation
eliminates the personal liability of directors and officers to the Company and
its shareowners for monetary damages for acts or omissions (including negligent
and grossly negligent acts or omissions) in violation of a director's or
officer's fiduciary duty of care. The duty of care refers to a fiduciary duty of
directors and officers to manage the affairs of the Company with the same degree
of care as would be applied by an "ordinarily prudent person under similar
circumstances". The provisions of the Company's Restated Certificate of
Incorporation which eliminate the personal liability of directors and officers
do not, in any way, eliminate or limit the liability of a director or officer
for breaching his duty of loyalty (i.e., the duty to refrain from fraud,
self-dealing and transactions involving improper conflicts of interest) to the
Company or its shareowners, failing to act in good faith, knowingly violating a
law or obtaining an improper personal benefit and do not have any effect on the
availability of equitable remedies.
See also the undertakings set forth in response to item 9 herein.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
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:
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any acts 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 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 high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 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 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
<PAGE>
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.
<PAGE>
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 Orange, State of California, on the 3rd day of
May, 1999.
BERGEN BRUNSWIG CORPORATION
By: /s/ Milan A. Sawdei
____________________________
Milan A. Sawdei,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 3rd day of May, 1999.
/s/ Robert E. Martini* Chairman of the
____________________________ Board and Director
Robert E. Martini
/s/ Donald R. Roden* President, Chief
____________________________ Executive Officer and Director
Donald R. Roden
/s/ Neil F. Dimick* Executive Vice President,
____________________________ Chief Financial Officer
Neil F. Dimick and Director (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Jose E. Blanco, Sr.* Director
____________________________
Jose E. Blanco, Sr.
/s/ Rodney H. Brady* Director
____________________________
Rodney H. Brady
/s/ Charles C. Edwards* Director
____________________________
Charles C. Edwards, M.D.
<PAGE>
/s/ Charles J. Lee* Director
____________________________
Charles J. Lee
/s/ George R. Liddle* Director
____________________________
George R. Liddle
/s/ James R. Mellor* Director
____________________________
James R. Mellor
/s/ George E. Reinhardt, Jr.* Director
____________________________
George E. Reinhardt, Jr.
/s/ Francis G. Rodgers* Director
____________________________
Francis G. Rodgers
*By: /s/ Milan A. Sawdei
_____________________________
Milan A. Sawdei,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Bergen Brunswig Corporation,
dated November 13, 1998, is incorporated by reference to Exhibit 4.1
to the Company's Post-Effective Amendment No. 2 to Form S-3 dated
December 17, 1998 (file no. 333-63441).
4.2 By-laws of Bergen Brunswig Corporation, as amended and restated, dated
November 13, 1998 are incorporated by reference to Exhibit 4.2 to the
Company's Post-Effective Amendment No. 2 to Form S-3 dated December
17, 1998 (file no. 333-63441).
4.3 Rights Agreement, dated as of February 8, 1994, between the Registrant
and Chemical Trust Company of California, as Rights Agent, is
incorporated by reference herein to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated February 14, 1994.
5.1* Opinion of Lowenstein Sandler PC.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Ernst & Young LLP.
23.4 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.
24.1* Power of Attorney.
_________________
* Filed herewith.
EXHIBIT 5.1
May 3, 1999
Bergen Brunswig Corporation
4000 Metropolitan Drive
Orange, California 92868
Re: Registration Statement on Form S-8
1999 Management Stock Incentive Plan
1999 Non-Employee Directors' Stock Plan
Gentlemen:
You have requested our opinion, as special securities counsel, in
connection with the registration with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of 10,750,000 shares of Class A
Common Stock, par value $1.50 per share (the "Common Stock"), of Bergen Brunswig
Corporation (the "Company") issuable from time to time pursuant to the Company's
1999 Management Stock Incentive Plan and 1999 Non-Employee Directors' Stock Plan
(collectively, the "Plans" ). The Common Stock is to be offered pursuant to a
registration statement on Form S-8 (the "Registration Statement").
We have examined and relied upon originals or copies, authenticated or
certified to our satisfaction, of the Plans, the Company's Restated Certificate
of Incorporation and by-laws, as amended and restated, and all such corporate
records of the Company, communications or certifications of public officials,
certificates of officers, directors and representatives of the Company, and such
other documents as we have deemed relevant and necessary as the basis of the
opinions expressed herein. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents tendered to us
as originals, and the conformity to original documents of all documents
submitted to us as certified or photocopied copies.
Based upon the foregoing and relying upon statements of fact contained
in the documents which we have examined, we are of the opinion that the shares
of Common Stock available for issuance under the Plans, when issued, delivered
and paid for in accordance with the terms and conditions of the Plans, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ LOWENSTEIN SANDLER PC
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bergen Brunswig Corporation on Form S-8 pertaining to the Bergen Brunswig
Corporation 1999 Management Stock Incentive Plan and Non-Employee Directors'
Stock Plan of our report dated October 30, 1998, appearing in the Annual Report
on Form 10-K of Bergen Brunswig Corporation for the year ended September 30,
1998.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
May 3, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (Form S-8) pertaining the Bergen
Brunswig Corporation 1999 Management Stock Incentive Plan and Non-Employee
Directors' Stock Plan of our reports dated February 26, 1999 for PharMerica,
Inc. included in the Bergen Brunswig Corporation's Form 8-K dated April 30, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen
Baltimore, Maryland
May 3, 1999
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Bergen Brunswig Corporation 1999 Management Stock
Incentive Plan and Non-Employee Directors' Stock Plan of our report dated April
18, 1997, with respect to the 1996 consolidated financial statements and
schedule of PharMerica, Inc. (formerly Pharmacy Corporation of America) and
subsidiaries included in the Bergen Brunswig Corporation Current Report (Form
8-K) dated April 30, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Little Rock, Arkansas
May 3, 1999
