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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 18, 1998
Date of Report (Date of earliest event reported)
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 0-12591 31-0958666
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
5555 Glendon Court, Dublin, Ohio 43016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 717-5000
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Item 5. Other Events
At a special meeting of stockholders held on February 18, 1998, the
stockholders of MediQual Systems, Inc., a Delaware corporation ("MediQual"),
approved an Amended and Restated Agreement and Plan of Merger, dated as of July
7, 1997, as amended (the "Merger Agreement"), among Cardinal Health, Inc., an
Ohio corporation ("Cardinal"), Hub Merger Corp., a Delaware corporation and
wholly owned subsidiary of Cardinal ("Subcorp"), and MediQual. Subsequent to
such action, Subcorp was merged with and into MediQual (the "Merger") and
MediQual became a wholly owned subsidiary of Cardinal. As a result of the
Merger, which will be accounted for as a pooling-of-interests for financial
reporting purposes, the applicable exchange ratio set forth in the Merger
Agreement was applied to each share of MediQual stock for conversion into
Cardinal common shares, without par value ("Cardinal Common Shares"), with cash
in lieu of fractional shares. It is anticipated that approximately 600,256
Cardinal Common Shares will be issued pursuant to the Merger to former
stockholders of MediQual, including Cardinal Common Shares issuable upon
exercise of options and warrants to purchase MediQual common stock which were
converted in the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARDINAL HEALTH, INC.
Date: February 18, 1998 By: /s/ George H. Bennett, Jr.
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George H. Bennett, Jr.
Executive Vice President,
General Counsel, and
Secretary
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