<PAGE> 1
As filed with the Securities and Exchange Commission on March 7, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
CARDINAL HEALTH, INC.
(formerly known as Cardinal Distribution, Inc.)
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
655 Metro Place South, Suite 925, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
-------------------
CARDINAL HEALTH, INC.
DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
-------------------
George H. Bennett, Jr.,
Executive Vice President and General Counsel
Cardinal Health, Inc.
655 Metro Place South, Suite 925
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-8700
(Telephone number, including area code, of agent for service)
-------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered(1) price per share* offering price(2) fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par
value 285,156 $ 48.50 $ 13,830,066 $ 4,769.02
==================================================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee, based on the average of the high and
low reported sale prices on February 28, 1994, of the registrant's
Common Shares as reported on the NASDAQ National Market System.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The shares registered by Cardinal Health, Inc. (the "Company")
pursuant to this Registration Statement will be issued under the Company's
Directors' Stock Option Plan.
In a Registration Statement on Form S-8 (No. 33-38021), the Company
previously registered 171,875 of its Common Shares for issuance under the Plan,
as subsequently adjusted for stock splits and stock dividends. The contents of
such Registration Statement are incorporated by reference herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Baker & Hostetler, Cleveland, Ohio. Michael E. Moritz, a
director and Secretary of the Company, is a partner of Baker & Hostetler and,
as of February 28, 1994, was the beneficial owner of 457,229 Common Shares.
<TABLE>
ITEM 8. EXHIBITS.
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche
23(b) Consent of Arthur Andersen & Co.
23(c) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
</TABLE>
II-1
<PAGE> 3
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 7th day of
March, 1994.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
-------------------------------------
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, George H. Bennett,
Jr., and Michael E. Moritz, and each of them, severally, as his
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all pre- or post-effective amendments to this Registration Statement,
and to file the same with all exhibits hereto, and other documents in
connection therewith, 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 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 7th day of March, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/Robert D. Walter Chairman and Chief Executive
- ------------------------------------------------------------- Officer (principal executive officer)
Robert D. Walter
/s/David Bearman Executive Vice President and Chief
- ------------------------------------------------------------- Financial Officer (principal financial officer and
David Bearman principal accounting officer)
/s/Mitchell J. Blutt, M.D. Director
- -------------------------------------------------------------
Mitchell J. Blutt, M.D.
/s/John F. Finn Director
- -------------------------------------------------------------
John F. Finn
/s/Robert L. Gerbig Director
- -------------------------------------------------------------
Robert L. Gerbig
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
/s/Michael S. Gross Director
- -------------------------------------------------------------
Michael S. Gross
/s/John F. Havens Director
- -------------------------------------------------------------
John F. Havens
/s/James L. Heskett Director
- -------------------------------------------------------------
James L. Heskett
/s/John C. Kane Director
- -------------------------------------------------------------
John C. Kane
/s/George R. Manser Director
- -------------------------------------------------------------
George R. Manser
/s/John B. McCoy Director
- -------------------------------------------------------------
John B. McCoy
/s/Michael E. Moritz Director
- -------------------------------------------------------------
Michael E. Moritz
/s/Jerry E. Robertson Director
- -------------------------------------------------------------
Jerry E. Robertson
/s/L. Jack Van Fossen Director
- -------------------------------------------------------------
L. Jack Van Fossen
/s/Melburne G. Whitmire Director
- -------------------------------------------------------------
Melburne G. Whitmire
</TABLE>
II-3
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
5 Opinion of Baker & Hostetler as to legality of
the Common Shares being registered
23(a) Consent of Deloitte & Touche
23(b) Consent of Arthur Andersen & Co.
23(c) Consent of Baker & Hostetler (included in Opinion
filed as Exhibit 5 hereto)
</TABLE>
<PAGE> 1
Exhibit 5
[Baker & Hostetler Letterhead]
March 4, 1994
Cardinal Health, Inc.
655 Metro Place South, Suite 925
Dublin, Ohio 43017
Gentlemen:
We have acted as counsel to Cardinal Health, Inc., an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933 (the "Act") relating to the offering of up to 285,156 Common
Shares, without par value (the "Common Shares"), of the Company pursuant to the
Company's Directors' Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined: (a) the
Amended and Restated Articles of Incorporation, as amended, and Code of
Regulations, as amended and restated, of the Company, (b) the Plan, and (c)
such records of the corporate proceedings of the Company and such other
documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Ohio.
2. The Common Shares available for issuance under the
Plan, when issued pursuant to the Plan upon exercise of options granted
thereunder, will have been legally issued, and will be fully paid and
nonassessable.
We hereby consent to the use of this Opinion as Exhibit 5 to
the Registration Statement and the reference to our firm in Item 5 of Part II
of the Registration Statement.
Very truly yours,
/s/Baker & Hostetler
<PAGE> 1
Exhibit 23(a)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cardinal Health, Inc. (formerly known as Cardinal Distribution, Inc.) on Form
S-8 of our report dated May 11, 1993, except for Note 14, as to which the date
is June 11, 1993, and except for Notes 1 and 7, as to which the date is August
6, 1993, appearing in the amended Annual Report on Form 10-K/A of Cardinal
Health, Inc. for the year ended March 31, 1993, and of our report dated
February 10, 1994 appearing in the Current Report on Form 8-K of Cardinal
Health, Inc. dated February 11, 1994.
/s/ Deloitte & Touche
- -----------------------
DELOITTE & TOUCHE
Columbus, Ohio
March 3, 1994
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 3, 1993
included in Cardinal Health, Inc.'s Form 10-Q for the quarter ended December
31, 1993 and Form 8-K filed February 11, 1994 and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen & Co.
--------------------------
Sacramento, California
March 2, 1994
