<PAGE>
As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-01927-01
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT
NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
_______________
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5555 Glendon Court, Dublin, Ohio 43016
(Address of Principal Executive Offices) (Zip Code)
_______________
AMENDED AND RESTATED 1991 STOCK PLAN
OF PYXIS CORPORATION
(Full title of the plan)
_______________
George H. Bennett, Jr.,
Executive Vice President, Secretary and General Counsel
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)
_______________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered(1) price per share(1) offering price fee
______________________________________________________________________________
Common Shares,
without par
value 1,565,000 (2) (2) (2)
______________________________________________________________________________
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(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
Pyxis Corporation on March 8, 1996, and (b) the Registrant's Form S-4
Registration Statement (333-01927) on March 25, 1996.
* 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."<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Cardinal Health, Inc. (the "Company" or the "Regis-
trant") hereby amends its Registration Statement on Form S-4
(No. 333-01927) (the "Form S-4") by filing this Post-Effective
Amendment No. 1 on Form S-8 ("Amendment No. 1") with respect to
up to 1,565,000 of the Registrant's Common Shares, without par
value ("Common Shares"), issuable in connection with the
Amended and Restated 1991 Stock Plan (the "Plan") of Pyxis
Corporation ("Pyxis"). All such Common Shares were previously
included in the Form S-4.
On May 7, 1996, Aztec Merger Corp., a Delaware corpo-
ration and a wholly owned subsidiary of the Registrant ("AMC"),
was merged with and into Pyxis (the "Merger") pursuant to an
Agreement and Plan of Merger dated February 7, 1996, among the
Registrant, AMC and Pyxis (the "Merger Agreement"). As a
result of the Merger, each outstanding share of Pyxis Common
Stock (with certain specified exceptions) was converted into
Common Shares of the Registrant pursuant to the exchange ratio
(the "Exchange Ratio") set forth in the Merger Agreement. Also
as a result of the Merger, shares of Pyxis Common Stock are no
longer issuable upon the exercise of options to purchase Pyxis
Common Stock ("Pyxis Options") pursuant to the Plan. Instead,
participants in the Plan will receive in lieu of Pyxis Common
Stock that number of Common Shares of the Registrant equal to
the number of shares of Pyxis Common Stock issuable immediately
prior to the effective time of the Merger upon exercise of a
Pyxis Option multiplied by the Exchange Ratio, with an exercise
price for such option equal to the exercise price which existed
under the corresponding Pyxis Option divided by the Exchange
Ratio.
The designation of Amendment No. 1 as Registration
No. 333-01927-01 denotes that Amendment No. 1 relates only to
the Common Shares issuable pursuant to the Plan 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 below are incorporated by refer-
ence 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<PAGE>
Act"), subsequent to the date of the filing of this registra-
tion statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereun-
der have been sold, or that de-registers all securities then
remaining unsold, shall be deemed to be incorporated by refer-
ence 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, 1995 filed with the Commission on
September 21, 1995;
(b) The Company's Current Report on Form 8-K dated
August 26, 1995;
(c) The Company's Current Report on Form 8-K dated
October 23, 1995;
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 filed with the Commission on
November 6, 1995;
(e) The Company's Current Report on Form 8-K dated Novem-
ber 13, 1995, as amended by the Company's Current Report on
Form 8-K/A filed January 18, 1996;
(f) The Company's Current Report on Form 8-K dated Janu-
ary 10, 1996;
(g) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995 filed with the Commission on
February 12, 1996;
(h) The Company's Current Report on Form 8-K dated April
22, 1996;
(i) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 filed with the Commission on May
3, 1996;
(j) The Company's Current Report on Form 8-K dated May 7,
1996; and
(k) The description of the Company's Common Shares con-
tained in the Company's Registration Statement on Form 8-A
dated August 19, 1994, pursuant to Section 12 of the Exchange
Act.
-2-<PAGE>
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 unvested
options to purchase 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 Regula-
tions ("Code of Regulations"), as amended, contains certain
indemnification provisions adopted pursuant to authority con-
tained 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 act-
ing 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 adjudi-
cated 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 proceed-
ing, he shall be indemnified against expenses reasonably
incurred in connection therewith. At present there are no
material claims, actions, suits, or proceedings pending where
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 con-
tracts 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
-3-<PAGE>
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 paid or incurred by them in any action or proceeding,
including any action by or in the right of the Company, 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, or agent of another corporation or
enterprise. 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 Exchange Act or similar 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) as to officers who are not directors, with respect
to any act or omission which is finally adjudged to have been a
violation, other than in good faith, of the Company's Standards
of Business Conduct of which the officer then most recently has
received written notice. The indemnification agreements are
applicable to claims asserted after their effective date,
whether arising from acts or omissions occurring before or
after their effective date, and associated legal expenses.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
_____________ ______________________
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 Arthur Andersen LLP -- Sacramento
23(c) Consent of Arthur Andersen LLP -- St. Louis
23(d) Consent of Ernst & Young LLP
23(e) Consent of Paul S. Williams (included in
Opinion filed as Exhibit 5 hereto)
24 Power of attorney (included on the Signature
Page of this Form S-8)
99 Amended and Restated 1991 Stock Plan of Pyxis
Corporation
-4-<PAGE>
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 regis-
tration 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 regis-
tration statement; and (iii) to include any material informa-
tion 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 informa-
tion 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 regis-
tration 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 Secu-
rities Act, each filing of the Registrant's annual report pur-
suant 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 secu-
rities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities aris-
ing 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
-5-<PAGE>
Registrant has been advised that in the opinion of the Securi-
ties and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, there-
fore, unenforceable. In the event that a claim for indemnifi-
cation 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 control-
ling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against pub-
lic policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-6-<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 autho-
rized, in the City of Dublin, State of Ohio, on the 8th day of
May, 1996.
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 Paul S. Williams, and
each of them, severally, as his/her attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her
and in his/her name, place, and stead, in any and all capaci-
ties, 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 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/she might or could do in person, hereby ratify-
ing 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 fol-
lowing persons in the capacities indicated on the 8th day of
May, 1996.
Signature Title
/s/ Robert D. Walter Chairman and Chief Executive
___________________________ Officer (principal executive
Robert D. Walter officer)
-7-<PAGE>
/s/ David Bearman Executive Vice President and
___________________________ Chief Financial Officer and
David Bearman Chief Accounting Officer
/s/ John F. Finn Director
___________________________
John F. Finn
/s/ Robert L. Gerbig Director
___________________________
Robert L. Gerbig
/s/ John F. Havens Director
___________________________
John F. Havens
/s/ Regina E. Herzlinger Director
___________________________
Regina E. Herzlinger
/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/ Jerry E. Robertson Director
___________________________
Jerry E. Robertson
/s/ L. Jack Van Fossen Director
___________________________
L. Jack Van Fossen
/s/ Melburn G. Whitmire Director
___________________________
Melburn G. Whitmire
-8-<PAGE>
EXHIBIT INDEX
_____________
EXHIBIT NUMBER EXHIBIT DESCRIPTION
______________ ___________________
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 Arthur Andersen LLP -- Sacramento
23(c) Consent of Arthur Andersen LLP -- St. Louis
23(d) Consent of Ernst & Young LLP
23(e) Consent of Paul S. Williams (included in
Opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included on the Signature
Page of this Form S-8)
99 Amended and Restated 1991 Stock Plan of Pyxis
Corporation<PAGE>
EXHIBIT 5
May 8, 1996
Cardinal Health, Inc.
5555 Glendon Court
Dublin, OH 43016
Gentlemen:
I have acted as counsel to Cardinal Health, Inc., an
Ohio corporation (the "Company"), in connection with Post-
Effective Amendment No. 1 on Form S-8 to the Company's Regis-
tration Statement on Form S-4 (the "Registration Statement")
filed under the Securities Act of 1933 (the "Act") relating to
the issuance of up to 1,565,000 Common Shares, without par
value (the "Common Shares"), of the Company pursuant to the
Amended and Restated 1991 Stock Plan of Pyxis Corporation (the
Plan).
In connection with the foregoing, I have examined:
(a) the Amended and Restated Articles of Incorporation, as
amended, and Restated Code of Regulations, as amended, of the
Company, (b) the Plan, and (c) such records of the corporate
proceedings of the Company and such other documents as I deemed
necessary to render this opinion.
Based on such examination, I am of the opinion that
the Common Shares available for issuance under the Plan, when
issued, delivered and paid for in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this Opinion as
Exhibit 5 to the Registration Statement and the reference to me
in Item 5 of Part II of the Registration Statement.
Very truly yours,
/s/ Paul S. Williams
Paul S. Williams, Esq.<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registra-
tion Statement of Cardinal Health, Inc. on Form S-8 filed as
Post Effective Amendment No. 1 to Form S-4 Registration State-
ment No. 333-01927 of our report dated August 14, 1995, except
for Note 16, as to which the date is August 26, 1995 (which
report expresses an unqualified opinion and includes an
explanatory paragraph relating to the change in method of
accounting for income taxes), appearing in the Annual Report on
Form 10-K of Cardinal Health, Inc. for the year ended June 30,
1995, and of our report dated January 5, 1996 (which report
expresses an unqualified opinion and includes an explanatory
paragraph relating to the change in method of accounting for
income taxes), appearing in Form 8-K of Cardinal Health, Inc.
dated January 10, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
May 3, 1996<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incor-
poration by reference in this Registration Statement of Cardi-
nal Health, Inc. on Form S-8 filed as Post Effective Amendment
No. 1 to Form S-4 Registration Statement No. 333-01927 of our
report on Whitmire Distribution Corporation for the year ended
July 3, 1993, dated September 3, 1993, included in Cardinal
Health, Inc.'s Form 10K for the year ended June 30, 1995, and
in Cardinal Health, Inc.'s Form 8-K dated January 10, 1996, and
to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Sacramento, California
May 3, 1996<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incor-
poration by reference in this Registration Statement of Cardi-
nal Health, Inc. on Form S-8 filed as Post Effective Amendment
No. 1 to Form S-4 Registration Statement No. 333-01927 of our
report on Medicine Shoppe International, Inc. dated November 4,
1994, included in Cardinal Health, Inc.'s Form 8-K dated Novem-
ber 16, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
St. Louis, Missouri
May 3, 1996<PAGE>
EXHIBIT 23(D)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registra-
tion Statement (Post Effective Amendment No. 1 on Form S-8 to
Form S-4 No. 333-01927-01) of Cardinal Health, Inc. pertaining
to the Amended and Restated 1991 Stock Plan of Pyxis Corpora-
tion of our report dated January 30, 1996, except for Note 6,
Note 7 ("Stockholder Rights Plan"), and Note 13, for which the
date is February 7, 1996, with respect to the consolidated
financial statements of Pyxis Corporation included in the Cur-
rent Report on Form 8-K of Cardinal Health, Inc., filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
May 3, 1996<PAGE>
EXHIBIT 99
AMENDED AND RESTATED 1991 STOCK PLAN OF
PYXIS CORPORATION
SECTION 1. Establishment and Purpose.
The Plan was established on March 25, 1991, to offer
directors and selected employees, advisors and consultants an
opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, by purchasing Shares
of the Company's Common Stock. The Plan was most recently
amended and restated by the Board of Directors on January 30,
1995, to, among other things, increase the number of shares
available for grants, which amendment and restatement was ap-
proved by the Company's stockholders on May 25, 1995. The Plan
provides both for the direct award or sale of Shares and for
the grant of Options to purchase Shares. Options granted under
the Plan may include Nonstatutory Options as well as ISO's in-
tended to qualify under section 422 of the Code.
The Plan is intended to comply in all respects with
Rule 16b-3 (or its successor) under the Exchange Act and shall
be construed accordingly.
SECTION 2. Definitions.
(a) "Board of Directors" shall mean the Board of
Directors of the Company, as constituted from time to time.
(b) "Change in Control" shall mean the occurrence of
either of the following events:
(i) A change in the composition of the Board of
Directors, as a result of which fewer than one-half
of the incumbent directors are directors who either:
(A) Had been directors of the Company
24 months prior to such change; or<PAGE>
(B) Were elected, or nominated for
election, to the Board of Directors with the
affirmative votes of at least a majority of the
directors who had been directors of the Company
24 months prior to such change and who were
still in office at the time of the election or
nomination; or
(ii) Any "person" (as such term is used in sec-
tions 13(d) and 14(d) of the Exchange Act) by the
acquisition or aggregation of securities is or be-
comes the beneficial owner, directly or indirectly,
of securities of the Company representing 50 percent
or more of the combined voting power of the Company's
then outstanding securities ordinarily (and apart
from rights accruing under special circumstances)
having the right to vote at elections of directors
(the "Base Capital Stock"); except that any change in
the relative beneficial ownership of the Company's
securities by any person resulting solely from a re-
duction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in
such person's ownership of securities, shall be dis-
regarded until such person increases in any manner,
directly or indirectly, such person's beneficial own-
ership of any securities of the Company.
(c) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(d) "Committee" shall mean a committee of the Board
of Directors, as described in Section 3(a).
(e) "Company" shall mean Pyxis Corporation, a
Delaware corporation.
(f) "Employee" shall mean (i) any individual who is
a common-law employee of the Company or of a Subsidiary, (ii)
an Outside Director and (iii) an independent contractor who
performs services for the Company or a Subsidiary and who is
not a member of the Board of Directors. Service as an Outside
Director or independent contractor shall be considered employ-
ment for all purposes of the Plan, except as provided in Sub-
sections (a) and (b) of Section 4.
-2-<PAGE>
(g) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(h) "Exercise Price" shall mean the amount for which
one Share may be purchased upon exercise of an Option, as spec-
ified by the Committee in the applicable Stock Option Agree-
ment.
(i) "Fair Market Value" shall mean the market price
of Stock, determined by the Committee as follows:
(i) If Stock was traded over-the-counter on the
date in question but was not traded on the Nasdaq
Stock Market or the Nasdaq National Market, then the
Fair Market Value shall be equal to the mean between
the last reported representative bid and asked prices
quoted for such date by the principal automated
inter-dealer quotation system on which stock is
quoted or, if the stock is not quoted on any such
system, by the "Pink Sheets" published by the
National Quotation Bureau, Inc.;
(ii) If Stock was traded over-the-counter on the
date in question and was traded on the Nasdaq Stock
Market or the Nasdaq National Market, then the Fair
Market Value shall be equal to the last-transaction
price quoted for such date by the Nasdaq Stock Market
or the Nasdaq National Market;
(iii) If Stock was traded on a stock exchange on
the date in question, then the Fair Market Value
shall be equal to the closing price reported by the
applicable composite-transactions report for such
date; and
(iv) If none of the foregoing provisions is ap-
plicable, then the Fair Market Value shall be deter-
mined by the Committee in good faith on such basis as
it deems appropriate.
In all cases, the determination of Fair Market Value by the
Committee shall be conclusive and binding on all persons.
-3-<PAGE>
(j) "ISO" shall mean an employee incentive stock
option described in section 422(b) of the Code.
(k) "Nonstatutory Option" shall mean a stock option
not described in sections 422(b) or 423(b) of the Code.
(l) "Offeree" shall mean an individual to whom the
Committee has offered the right to acquire Shares under the
Plan (other than upon exercise of an Option).
(m) "Option" shall mean an ISO or Nonstatutory
Option granted under the Plan and entitling the holder to pur-
chase Shares.
(n) "Optionee" shall mean an individual who holds an
Option.
(o) "Outside Director" shall mean a member of the
Board of Directors who is not a common-law employee of the
Company or of a Subsidiary.
(p) "Plan" shall mean this 1991 Stock Plan of Pyxis
Corporation.
(q) "Purchase Price" shall mean the consideration
for which one Share may be acquired under the Plan (other than
upon exercise of an Option), as specified by the Committee.
(r) "Service" shall mean service as an Employee.
(s) "Share" shall mean one share of Stock, as ad-
justed in accordance with Section 9 (if applicable).
(t) "Stock" shall mean the Common Stock of the
Company.
(u) "Stock Option Agreement" shall mean the agree-
ment between the Company and an Optionee which contains the
terms, conditions and restrictions pertaining to his or her
Option.
-4-<PAGE>
(v) "Stock Purchase Agreement" shall mean the agree-
ment between the Company and an Offeree who acquires Shares
under the Plan which contains the terms, conditions and re-
strictions pertaining to the acquisition of such Shares.
(w) "Subsidiary" shall mean any corporation, if the
Company and/or one or more other Subsidiaries own not less than
50 percent of the total combined voting power of all classes of
outstanding stock of such corporation. A corporation that at-
tains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of
such date.
(x) "Total and Permanent Disability" shall mean that
the Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or
which has lasted, or can be expected to last, for a continuous
period of not less than one year.
SECTION 3. Administration.
(a) Committee Membership. The Plan shall be admin-
istered by the Committee. The Committee shall consist of two
or more disinterested directors of the Company and shall meet
such other requirements as may be established from time to time
by the Securities and Exchange Commission for plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under
the Exchange Act. The Board of Directors may appoint a separ-
ate committee of the Board of Directors, composed of one or
more directors of the Company who need not be disinterested
directors, who may administer the Plan with respect to
Employees who are not officers or directors of the Company, may
grant Shares and Options under the Plan to such Employees and
may determine the timing, number of Shares and other terms of
such grants.
(b) Disinterested Directors. A member of the Board
of Directors shall be deemed "disinterested" only if he or she
satisfies (i) such requirements as the Securities and Exchange
Commission may establish for disinterested administrators of
plans designed to qualify for exemption under Rule 16b-3 (or
its successor) under the Exchange Act and (ii) such require-
ments as the Internal Revenue Service may establish for outside
directors acting under plans intended to qualify for exemption
-5-<PAGE>
under section 162(m)(4)(C) of the Code. An Outside Director
shall not fail to be "disinterested" solely because he or she
receives the Nonstatutory Options described in Section 4(b).
(c) Committee Procedures. The Committee shall
designate one of its members as chairman. The Committee may
hold meetings at such times and places as it shall determine.
The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid
acts of the Committee.
(d) Committee Responsibilities. Subject to the pro-
visions of the Plan, the Committee shall have full authority
and discretion to take the following actions:
(i) To interpret the Plan and to apply its pro-
visions;
(ii) To adopt, amend or rescind rules, proce-
dures and forms relating to the Plan;
(iii) To authorize any person to execute, on be-
half of the Company, any instrument required to carry
out the purposes of the Plan;
(iv) To determine when Shares are to be awarded
or offered for sale and when Options are to be
granted under the Plan;
(v) To select the Offerees and Optionees;
(vi) To determine the number of Shares to be
offered to each Offeree or to be made subject to each
Option;
(vii) To prescribe the terms and conditions of
each award or sale of Shares, including (without lim-
itation) the Purchase Price, and to specify the pro-
visions of the Stock Purchase Agreement relating to
such award or sale;
-6-<PAGE>
(viii) To prescribe the terms and conditions of
each Option, including (without limitation) the Exer-
cise Price, to determine whether such Option is to be
classified as an ISO or as a Nonstatutory Option, and
to specify the provisions of the Stock Option Agree-
ment relating to such Option;
(ix) To amend any outstanding Stock Purchase
Agreement or Stock Option Agreement, subject to
applicable legal restrictions and to the consent of
the Offeree or Optionee who entered into such
agreement;
(x) To prescribe the consideration for the
grant of each Option or other right under the Plan
and to determine the sufficiency of such consider-
ation; and
(xi) To take any other actions deemed necessary
or advisable for the administration of the Plan.
All decisions, interpretations and other actions of the Commit-
tee shall be final and binding on all Offerees, all Optionees,
and all persons deriving their rights from an Offeree or
Optionee. No member of the Committee shall be liable for any
action that he or she has taken or has failed to take in good
faith with respect to the Plan, any Option, or any right to
acquire Shares under the Plan.
SECTION 4. Eligibility.
(a) General Rules. Only Employees (including, with-
out limitation, independent contractors who are not members of
the Board of Directors) shall be eligible for designation as
Optionees or Offerees by the Committee. In addition, only Em-
ployees who are common-law employees of the Company or a Sub-
sidiary shall be eligible for the grant of ISO's. Employees
who are Outside Directors shall only be eligible for the grant
of the Nonstatutory Options described in Subsection (b) below.
(b) Outside Directors. Any other provision of the
Plan notwithstanding, the participation of Outside Directors in
the Plan shall be subject to the following restrictions:
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(i) Outside Directors shall receive no grants
other than the Nonstatutory Options described in this
Subsection (b).
(ii) Each Outside Director who first becomes a
member of the Board of Directors after the effective
date of the Company's registration statement on Form
8-A under the Exchange Act shall receive a one-time
grant of a Nonstatutory Option covering 10,000 Shares
(subject to adjustment under Article 9). Such Non-
statutory Option shall be granted on the date when
such Outside Director first joins the Board of Direc-
tors and shall become exercisable ratably over a two-
year period.
(iii) Upon the conclusion of each regular annual
meeting of the Company's stockholders, each Outside
Director who will continue serving as a member of the
Board of Directors thereafter shall receive a Non-
statutory Option covering 2,000 Shares (subject to
adjustment under Article 9), except that such Non-
statutory Option shall not be granted in the calendar
year in which the same Outside Director received the
Nonstatutory Option described in Paragraph (ii)
above. Nonstatutory Options granted under this Para-
graph (iii) shall become exercisable ratably over a
two-year period.
(iv) All Nonstatutory Options granted to an
Outside Director under this Subsection (b) shall also
become exercisable in full in the event of (A) the
termination of such Outside Director's service be-
cause of death, Total and Permanent Disability or
voluntary retirement at or after age 65 or (B) a
Change in Control with respect to the Company.
(v) The Exercise Price under all Nonstatutory
Options granted to an Outside Director under this
Subsection (b) shall be equal to 100 percent of the
Fair Market Value of a Share on the date of grant,
payable in one of the forms described in Subsection
(a), (b), (c) or (d) of Section 8.
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(vi) All Nonstatutory Options granted to an Out-
side Director under this Subsection (b) shall termi-
nate on the earliest of (A) the 10th anniversary of
the date of grant, (B) the date three months after
the termination of such Outside Director's service
for any reason other than death or Total and Perma-
nent Disability or (C) the date 12 months after the
termination of such Outside Director's service be-
cause of death or Total and Permanent Disability.
The Committee may provide that the Nonstatutory Options that
otherwise would be granted to an Outside Director under this
Subsection (b) shall instead be granted to an affiliate of such
Outside Director. Such affiliate shall then be deemed to be an
Outside Director for purposes of the Plan, provided that the
service-related vesting and termination provisions pertaining
to the Nonstatutory Options shall be applied with regard to the
service of the Outside Director.
(c) Ten-Percent Stockholders. An Employee who owns
more than 10 percent of the total combined voting power of all
classes of outstanding stock of the Company or any of its Sub-
sidiaries shall not be eligible for the grant of an ISO unless
(i) the Exercise Price is at least 110 percent of the Fair
Market Value of a Share on the date of grant and (ii) such ISO
by its terms is not exercisable after the expiration of five
years from the date of grant.
(d) Attribution Rules. For purposes of Subsection
(c) above, in determining stock ownership, an Employee shall be
deemed to own the stock owned, directly or indirectly, by or
for such Employee's brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or
for a corporation, partnership, estate or trust shall be deemed
to be owned proportionately by or for its stockholders, part-
ners or beneficiaries. Stock with respect to which such Em-
ployee holds an option shall not be counted.
(e) Outstanding Stock. For purposes of Subsection
(c) above, "outstanding stock" shall include all stock actually
issued and outstanding immediately after the grant. "Outstand-
ing stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other
person.
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SECTION 5. Stock Subject to Plan.
(a) Basic Limitation. Shares offered under the Plan
shall be authorized but unissued Shares or treasury Shares.
The aggregate number of Shares which may be issued under the
Plan (upon exercise of Options or other rights to acquire
Shares) shall not exceed 7,100,000 Shares, subject to adjust-
ment pursuant to Section 9. The number of Shares which are
subject to Options or other rights outstanding at any time un-
der the Plan shall not exceed the number of Shares which then
remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of
the Plan.
(b) Additional Shares. In the event that any
outstanding Option or other right for any reason expires or is
canceled or otherwise terminated, the Shares allocable to the
unexercised portion of such Option or other right shall again
be available for the purposes of the Plan. In the event that
Shares issued under the Plan are reacquired by the Company pur-
suant to a forfeiture provision, a right of repurchase or a
right of first refusal, such Shares shall again be available
for the purposes of the Plan.
SECTION 6. Terms and Conditions of Awards or Sales.
(a) Stock Purchase Agreement. Each award or sale of
Shares under the Plan (other than upon exercise of an Option)
shall be evidenced by a Stock Purchase Agreement between the
Offeree and the Company. Such award or sale shall be subject
to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not incon-
sistent with the Plan and which the Committee deems appropriate
for inclusion in a Stock Purchase Agreement. The provisions of
the various Stock Purchase Agreements entered into under the
Plan need not be identical.
(b) Duration of Offers and Nontransferability of
Rights. Any right to acquire Shares under the Plan (other than
an Option) shall automatically expire if not exercised by the
Offeree within 30 days after the grant of such right was com-
municated to the Offeree by the Committee. Such right shall
not be transferable and shall be exercisable only by the Of-
feree to whom such right was granted.
-10-<PAGE>
(c) Purchase Price. The Purchase Price of Shares to
be offered under the Plan shall not be less than the par value
of such Shares. Subject to the preceding sentence, the Pur-
chase Price shall be determined by the Committee at its sole
discretion. The Purchase Price shall be payable in a form des-
cribed in Section 8.
(d) Withholding Taxes. As a condition to the award,
sale or vesting of Shares, the Offeree shall make such arrange-
ments as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations
that arise in connection with such Shares. The Committee may
permit the Offeree to satisfy all or part of his or her tax
obligations related to such Shares by having the Company with-
hold a portion of any Shares that otherwise would be issued to
him or her or by surrendering any Shares that previously were
acquired by him or her. The Shares withheld or surrendered
shall be valued at their Fair Market Value on the date when
taxes otherwise would be withheld in cash. The payment of
taxes by assigning Shares to the Company, if permitted by the
Committee, shall be subject to such restrictions as the Commi-
ttee may impose, including any restrictions required by rules
of the Securities and Exchange Commission.
(e) Restrictions on Transfer of Shares. Any Shares
awarded or sold under the Plan shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first
refusal and other transfer restrictions as the Committee may
determine. Such restrictions shall be set forth in the appli-
cable Stock Purchase Agreement and shall apply in addition to
any general restrictions that may apply to all holders of
Shares.
SECTION 7. Terms and Conditions of Options.
(a) Stock Option Agreement. Each grant of an Option
under the Plan shall be evidenced by a Stock Option Agreement
between the Optionee and the Company. Such Option shall be
subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appro-
priate for inclusion in a Stock Option Agreement. The pro-
visions of the various Stock Option Agreements entered into
under the Plan need not be identical.
-11-<PAGE>
(b) Number of Shares. Each Stock Option Agreement
shall specify the number of Shares that are subject to the
Option and shall provide for the adjustment of such number in
accordance with Section 9. Options granted to any Optionee in
a single calendar year shall in no event cover more than
300,000 Shares, subject to adjustment in accordance with
Section 9. The Stock Option Agreement shall also specify
whether the Option is an ISO or a Nonstatutory Option.
(c) Exercise Price. Each Stock Option Agreement
shall specify the Exercise Price. The Exercise Price of an ISO
shall not be less than 100 percent of the Fair Market Value of
a Share on the date of grant, except as otherwise provided in
Section 4(c). The Exercise Price of a Nonstatutory Option
shall not be less than the par value of a Share. Subject to
the preceding two sentences, the Exercise Price under any
Option shall be determined by the Committee at its sole discre-
tion. The Exercise Price shall be payable in a form described
in Section 8.
(d) Withholding Taxes. As a condition to the exer-
cise of an Option, the Optionee shall make such arrangements as
the Committee may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that arise
in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satis-
faction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition
of Shares acquired by exercising an Option. The Committee may
permit the Optionee to satisfy all or part of his or her tax
obligations related to the Option by having the Company with-
hold a portion of any Shares that otherwise would be issued to
him or her or by surrendering any Shares that previously were
acquired by him or her. Such Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be
withheld in cash. The payment of taxes by assigning Shares to
the Company, if permitted by the Committee, shall be subject to
such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange
Commission.
(e) Exercisability. Each Stock Option Agreement
shall specify the date when all or any installment of the
Option is to become exercisable. The vesting of any Option
shall be determined by the Committee at its sole discretion,
except that each Option shall become exercisable in full in the
event of the Optionee's death. A Stock Option Agreement may
-12-<PAGE>
also provide for accelerated exercisability in the event of the
Optionee's Total and Permanent Disability or retirement, or
other events.
(f) Effect of Change in Control. The Committee may
determine, at the time of granting an Option or thereafter,
that such Option shall become exercisable on an accelerated
basis in the event that a Change in Control occurs with respect
to the Company. If the Committee finds that there is a reason-
able possibility that, within the succeeding six months, a
Change in Control will occur with respect to the Company, then
the Committee may determine that all outstanding Options shall
be exercisable on an accelerated basis.
(g) Term. Each Stock Option Agreement shall specify
the term of the Option. The term shall not exceed 10 years
from the date of grant, except as otherwise provided in Section
4(c). Subject to the preceding sentence, the Committee at its
sole discretion shall determine when an Option is to expire.
(h) Nontransferability. During an Optionee's life-
time, such Optionee's Options shall be exercisable only by him
or her and shall not be transferable. In the event of an
Optionee's death, such Optionee's Option(s) shall not be trans-
ferable other than by will, by a beneficiary designation execu-
ted by the Optionee and delivered to the Company or by the laws
of descent and distribution.
(i) No Rights as a Stockholder. An Optionee, or a
transferee of an Optionee, shall have no rights as a stock-
holder with respect to any Shares covered by his or her Option
until the date of the issuance of a stock certificate for such
Shares. No adjustments shall be made, except as provided in
Section 9.
(j) Modification, Extension and Renewal of Options.
Within the limitations of the Plan, the Committee may modify,
extend or renew outstanding Options or may accept the cancella-
tion of outstanding Options (to the extent not previously exer-
cised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modifica-
tion of an Option shall, without the consent of the Optionee,
impair such Optionee's rights or increase his or her obliga-
tions under such Option.
-13-<PAGE>
(k) Restrictions on Transfer of Shares. Any Shares
issued upon exercise of an Option may be subject to such
special forfeiture conditions, rights of repurchase, rights of
first refusal and other transfer restrictions as the Committee
may determine. Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition
to any general restrictions that may apply to all holders of
Shares.
SECTION 8. Payment for Shares.
(a) General Rule. The entire Purchase Price or
Exercise Price of Shares issued under the Plan shall be payable
in lawful money of the United States of America at the time
when such Shares are purchased, except as follows:
(i) In the case of Shares sold under the terms
of a Stock Purchase Agreement subject to the Plan,
payment shall be made only pursuant to the express
provisions of such Stock Purchase Agreement. How-
ever, the Committee (at its sole discretion) may
specify in the Stock Purchase Agreement that payment
may be made in one or both of the forms described in
Subsections (e) and (f) below.
(ii) In the case of an ISO granted under the
Plan, payment shall be made only pursuant to the ex-
press provisions of the applicable Stock Option
Agreement. However, the Committee (at its sole dis-
cretion) may specify in the Stock Option Agreement
that payment may be made pursuant to Subsections (b),
(c), (d) or (f) below.
(iii) In the case of a Nonstatutory Option
granted under the Plan, the Committee (at its sole
discretion) may accept payment pursuant to
Subsections (b), (c), (d) or (f) below.
(b) Surrender of Stock. To the extent that this
Subsection (b) is applicable, payment may be made all or in
part with Shares which have already been owned by the Optionee
or his or her representative for more than 12 months and which
are surrendered to the Company in good form for transfer. Such
-14-<PAGE>
Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.
(c) Exercise/Sale. To the extent that this Subsec-
tion (c) is applicable, payment may be made by the delivery (on
a form prescribed by the Company) of an irrevocable direction
to a securities broker approved by the Company to sell Shares
and to deliver all or part of the sales proceeds to the Company
in payment of all or part of the Exercise Price and any with-
holding taxes.
(d) Exercise/Pledge. To the extent that this Sub-
section (d) is applicable, payment may be made by the delivery
(on a form prescribed by the Company) of an irrevocable direc-
tion to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.
(e) Services Rendered. To the extent that this Sub-
section (e) is applicable, Shares may be awarded under the Plan
in consideration of services rendered to the Company or a Sub-
sidiary prior to the award. If Shares are awarded without the
payment of a Purchase Price in cash, the Committee shall make a
determination (at the time of the award) of the value of the
services rendered by the Offeree and the sufficiency of the
consideration to meet the requirements of Section 6(c).
(f) Promissory Note. To the extent that this Sub-
section (f) is applicable, a portion of the Purchase Price or
Exercise Price, as the case may be, of Shares issued under the
Plan may be payable by a full-recourse promissory note, pro-
vided that (i) the par value of such Shares must be paid in
lawful money of the United States of America at the time when
such Shares are purchased, (ii) the Shares are security for
payment of the principal amount of the promissory note and in-
terest thereon and (iii) the interest rate payable under the
terms of the promissory note shall be no less than the minimum
rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Commit-
tee (at its sole discretion) shall specify the term, interest
rate, amortization requirements (if any) and other provisions
of such note.
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SECTION 9. Adjustment of Shares.
(a) General. In the event of a subdivision of the
outstanding Stock, a declaration of a dividend payable in
Shares, a declaration of a dividend payable in a form other
than Shares in an amount that has a material effect on the
value of Shares, a combination or consolidation of the out-
standing Stock (by reclassification or otherwise) into a lesser
number of Shares, a recapitalization, a spinoff or a similar
occurrence, the Committee shall make appropriate adjustments in
one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Nonstatutory Options
to be granted to Outside Directors under Section 4(b), (iii)
the limit set forth in Section 7(b), (iv) the number of Shares
covered by each outstanding Option or (v) the Exercise Price
under each outstanding Option.
(b) Reorganizations. In the event that the Company
is a party to a merger or other reorganization, outstanding
Options shall be subject to the agreement of merger or reorga-
nization. Such agreement shall provide for the assumption of
outstanding Options by the surviving corporation or its parent,
for their continuation by the Company (if the Company is a sur-
viving corporation), for payment of a cash settlement equal to
the difference between the amount to be paid for one Share un-
der such agreement and the Exercise Price, or for the accel-
eration of their exercisability followed by the cancellation of
Options not exercised, in all cases without the Optionees' con-
sent. Any cancellation shall not occur until after such accel-
eration is effective and Optionees have been notified of such
acceleration. In the case of Options that have been outstan-
ding for less than 12 months, a cancellation need not be pre-
ceded by an acceleration.
(c) Reservation of Rights. Except as provided in
this Section 9, an Optionee or Offeree shall have no rights by
reason of any subdivision or consolidation of shares of stock
of any class, the payment of any dividend or any other increase
or decrease in the number of shares of stock of any class. Any
issue by the Company of shares of stock of any class, or secu-
rities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Shares subject to
an Option. The grant of an Option pursuant to the Plan shall
not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or
-16-<PAGE>
to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
SECTION 10. Securities Laws.
Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares complies with (or is ex-
empt from) all applicable requirements of law, including (with-
out limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange
on which the Company's securities may then be listed.
SECTION 11. No Retention Rights.
Neither the Plan nor any Option shall be deemed to
give any individual a right to remain an employee, consultant
or director of the Company or a Subsidiary. The Company and
its Subsidiaries reserve the right to terminate the service of
any employee, consultant or director at any time, with or with-
out cause, subject to applicable laws, the Company's certifi-
cate of incorporation and bylaws and a written employment
agreement (if any).
SECTION 12. Duration and Amendments.
(a) Term of the Plan. The Plan, as set forth here-
in, shall become effective on January 30, 1995, the date the
Board of Directors amended and restated the Plan, subject to
the approval of the Company's stockholders. In the event the
stockholders fail to approve the amendment to the Plan at the
1995 annual meeting of stockholders, any Option grants or Stock
awards made in excess of an aggregate of 6,100,000 Shares shall
be null and void. The Plan shall terminate automatically on
January 29, 2005, and may be terminated on any earlier date
pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. The Board
of Directors may amend, suspend or terminate the Plan at any
time and for any reason, except that the provisions of Section
4(b) relating to the amount, price and timing of grants to
Outside Directors shall not be amended more than once in any
-17-<PAGE>
six-month period. An amendment of the Plan shall be subject to
the approval of the Company's stockholders if it:
(i) Increases the number of Shares available
for issuance under the Plan (except as provided in
Section 9);
(ii) Changes the class of persons who are eli-
gible for the grant of ISO's; or
(iii) To the extent required by Rule 16b-3 (or
any successor) under the Exchange Act, materially
increases the benefits accruing to participants under
the Plan or materially modifies the requirements as
to eligibility for participation in the Plan.
Stockholder approval shall not be required for any other amend-
ment of the Plan.
(c) Effect of Amendment or Termination. No Shares
shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option granted prior to
such termination. The termination of the Plan, or any amend-
ment thereof, shall not affect any Share previously issued or
any Option previously granted under the Plan.
SECTION 13. Execution.
To record the amendment and restatement of the Plan
by the Board of Directors on January 30, 1995, the Company has
caused its authorized officer to execute the same.
PYXIS CORPORATION
By:/s/ Ronald R. Taylor
____________________________
Chief Executive Officer
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