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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CARDINAL HEALTH, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
655 Metro Place South,
Suite 925, Dublin, Ohio 43017
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Shares, without par value The New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
N/A
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(Title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
The Company's authorized capital shares consist of: (a) 60,000,000
Common Shares, without par value, of which at August 8, 1994, 36,247,148 were
outstanding, 3,930,000 were reserved for issuance under stock incentive plans,
and 2,971,375 were reserved for issuance upon conversion of the Company's
outstanding Class B Common Shares (as defined below) (b) 5,000,000 Class B
common shares, without par value (the "Class B Common Shares"), of which, at
August 8, 1994, 2,971,375 were outstanding, and (c) 500,000 non-voting
preferred shares, without par value (the "Preferred Shares"), none of which has
been issued. The Class B Common Shares were issued in February 1994 in
connection with the Company's combination with Whitmire Distribution
Corporation ("Whitmire") because Chemical Equity Associates ("CEA"), one of the
former Whitmire stockholders, is regulated under the Bank Holding Company Act
and is thus prohibited from holding voting stock of Cardinal in excess of
certain limitations. All of the outstanding Class B Common Shares are held by
CEA.
All of the outstanding Common Shares and Class B Common Shares are
fully paid and non-assessable. Holders of the Common Shares and Class B Common
Shares do not have preemptive rights. All holders of the Common Shares and the
Class B Common Shares share equally in dividends, when and as declared by the
board of directors. Generally, holders of Common Shares have no rights to
convert their shares into any other security; except, however, any Regulated
Shareholder (a defined term in the Company's Amended and Restated Articles of
Incorporation, as amended (the "Articles")), is entitled to convert at any time
any or all of its Common Shares into the same number of Class B Common Shares.
Holders of Class B Common Shares may convert such shares into Common Shares
only if the holder reasonably believes that the converted shares will be
transferred within fifteen days pursuant to a Conversion Event (a defined term
in the Articles which generally involves a disposition of the Class B Common
Shares), such holder agrees not to vote any such Common Shares prior to such
Conversion Event and such holder undertakes to promptly convert such shares
into Class B Common Shares if the Common Shares are not transferred pursuant to
that Conversion Event. In the event of liquidation of the Company, holders of
the Common Shares and the Class B Common Shares are entitled to share ratably
in any assets remaining after payment of all liabilities, subject to prior
distribution rights of any Preferred Shares then outstanding. Holders of the
Common Shares are entitled to one vote per share for the election of directors
and upon all matters on which shareholders are entitled to vote. Holders of
Class B Common Shares are entitled to one-fifth of one vote per share in the
election of directors and upon all matters on which shareholders are entitled
to vote. Holders of Common Shares and Class B Common Shares are entitled to
vote their shares cumulatively for the election of directors subject to
compliance with provisions of applicable law.
The Articles provide that Cardinal's board of directors is authorized
to approve the issuance of the Preferred Shares from time to time in one or
more series without future authorization of its shareholders. The board of
directors is authorized to adopt amendments to the Articles from time to time
fixing or changing the terms and designations of the Preferred Shares,
including: (a) the division of such shares into series and the designation and
authorized number of shares of each series; (b) the dividend rate; (c) the
dates of payment of dividends and the dates from which they are cumulative; (d)
liquidation price; (e) redemption rights and price; (f) sinking fund
requirements; (g) conversion rights; and (h) restrictions on the issuance of
such shares. Holders of Preferred Shares will have no voting rights, except as
required by law. Holders of Preferred Shares will have no preemptive rights to
subscribe to or for any additional capital shares of the Company. The Company
has no present plans to issue any Preferred Shares.
Pursuant to the Company's Restated Code of Regulations, (the
"Regulations"), the Company's board of directors consists of fourteen members,
divided into two classes of five members each and a third class of four
members. The Regulations provide that the number of directors may be increased
or decreased by action of the board of directors upon the majority vote of the
board, but in no case shall the number of directors be fewer than nine or more
than fourteen without an amendment approved by the affirmative vote of the
holders of not less than 75% of the shares having voting power with respect to
that proposed amendment. The Regulations require that any proposal to either
remove a director during his term of office or to further amend the Regulations
relating to the classification or removal of directors be
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approved by the affirmative vote of the holders of not less than 75% of the
shares having voting power with respect to such proposal. The board of
directors may fill any vacancy with a person who shall serve until the
shareholders hold an election to fill the vacancy. The purpose of these
provisions is to prevent directors from being removed from office prior to the
expiration of their respective terms, thus protecting the safeguards inherent
in the classified board structure unless dissatisfaction with the performance
of one or more directors is widely shared by the Company's shareholders. These
provisions could also have the effect of increasing from one year to two or
three years (depending upon the number of Common Shares held) the amount of
time required for an acquiror to obtain control of the Company by electing a
majority of the board of directors and may also make the removal of incumbent
management more difficult and discourage or render more difficult certain
mergers, tender offers, proxy contests, or other potential takeover proposals.
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ITEM 2. EXHIBITS
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1.1 Annual Report on Form 10-K for the fiscal year ended March 31, 1993.
1.2 Amendment No. 1 on Form 10-K/A to Annual Report on Form 10-K for the
fiscal year ended March 31, 1993.
2.1 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993.
2.2 Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1993.
2.3 Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
1993.
2.4 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994.
2.5 Current Report on Form 8-K dated June 11, 1993.
2.6 Current Report on Form 8-K dated October 11, 1993.
2.7 Current Report on Form 8-K dated February 11, 1994.
2.8 Current Report on Form 8-K dated March 1, 1994.
3.1 Notice of Special Meeting, Proxy Statement and Prospectus dated December
20, 1993.
4.1 The Company's Restated Code of Regulations, as amended.
4.2 The Company's Amended and Restated Articles of Incorporation, as amended.
4.5 Registration Rights Agreement, dated as of October 11, 1993, by and among
the Company, M.D. Investors, L.P., Chemical Equity Associates,
Melburn G. Whitmire and Robert D. Walter ("Registration Rights Agreement")
4.6 First Amendment, dated June 1994 to Registration Rights Agreement.
5.1 Specimen Temporary Certificate for the Class A Common Shares.
6.1 1993 Annual Report to Shareholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CARDINAL HEALTH, INC.
By: /S/ George H. Bennett, Jr.
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Date: August 18, 1994 Title: Executive Vice President
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