<PAGE> 1
As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
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
of incorporation or organization) Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) Zip Code)
---------------
CARDINAL HEALTH, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
---------------
Steven Alan Bennett
Executive Vice President, General Counsel and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 757-5000
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of registration
registered registered(1) per share(2) price(2) fee(2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
without par value 5,000,000 $45.4375 $227,187,500 $63,160
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
(2) The registration fee has been calculated pursuant to Rule 457(c) and
(h) based on the average of the high and low sale prices on November 3,
1999, of the Registrant's Common Shares as reported on the New York
Stock Exchange.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference 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 Act"), subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference 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, 1999 filed with the Securities and
Exchange Commission (the "Commission") on September 2, 1999
("Form 10-K");
(b) The information contained in the Company's Proxy Statement
dated September 21, 1999 for its Annual Meeting of
Shareholders held on November 3, 1999 which has been
incorporated by reference in its Form 10-K; and
(c) The description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated August
19, 1994, pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Paul S. Williams, Deputy General Counsel of the Company. Mr.
Williams holds Common Shares of the Company, as well as vested and unvested
options to purchase Common Shares of the Company, and unvested restricted 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 Regulations ("Code of
Regulations"), as amended and restated, contains certain indemnification
provisions adopted pursuant to authority contained 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 acting 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 adjudicated 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 proceeding,
such individual 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
2
<PAGE> 3
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 contracts 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
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 incurred by them in any action or
proceeding 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, trustee, fiduciary, manager, member or agent of another corporation,
partnership, trust, limited liability company, employee benefit plan or other
enterprise and; (iv) provide for the mandatory advancement of expenses to the
executive officer or director in connection with the defense of any proceedings,
provided that the executive officer or director agrees to reimburse the Company
for that advancement if it is ultimately determined that the executive officer
or director is not entitled to the indemnification for that proceeding under the
agreement. 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 Securities and
Exchange Act of 1934, as amended, or 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) on account of conduct
occurring prior to the time the executive officer or director became an officer,
director, employee or agent of the Company or its subsidiaries (but in no event
earlier than the time such entity became a subsidiary of Cardinal); or (F) with
respect to proceedings initiated or brought voluntarily by the executive officer
or director and not by way of defense, except for proceedings brought to enforce
rights under the indemnification contract.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) Specimen Certificate for the Registrant's Class A Common
Shares (1)
4(b) Cardinal Health, Inc. Employee Stock Purchase Plan
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 PricewaterhouseCoopers LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Paul Williams (included in Opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included in signature page to Registration
Statement)
- -------------------
(1) Included as an exhibit to the Registrant's Registration Statement on
Form S-4 (No. 333-74761) and incorporated herein by reference.
3
<PAGE> 4
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 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; and (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 clauses (i) and (ii) do not apply if the
information 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
registration 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 Securities Act, each filing of the
Registrant's annual report pursuant 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 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above 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
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.
4
<PAGE> 5
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
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 5th day of November,
1999.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
-------------------------------
Robert D. Walter, Chairman
and Chief Executive Officer
Each of the undersigned officers and directors of Cardinal Health,
Inc., an Ohio corporation (the "Company"), which proposes to file with the
Securities and Exchange Commission a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, hereby constitutes and appoints Robert
D. Walter, Steven Alan Bennett, and Brendan A. Ford and each of them, severally,
as his/her attorney-in-fact and agent, with full power of substitution and
resubstitution, in his/her name and on his/her behalf, to sign in any and all
capacities such Registration Statement and any and all amendments (including
pre- or post-effective amendments) and exhibits thereto, and any and all
applications and other documents relating thereto, with full power and authority
to perform and do any and all acts and things whatsoever which any such attorney
or substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute. This Power of Attorney
has been signed in the respective capacities and on the respective dates
indicated below.
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 5th day of November, 1999.
Signature Title
- --------- -----
/s/ Robert D. Walter
- ---------------------------- Chairman, Chief Executive Officer
Robert D. Walter and Director (principal executive
officer)
/s/ Richard J. Miller
- ---------------------------- Corporate Vice President and Chief
Richard J. Miller Financial Officer (principal
financial officer)
/s/ Michael E. Beaulieu
- ---------------------------- Corporate Vice President, Controller
Michael E. Beaulieu and Principal Accounting Officer
(principal accounting officer)
/s/ Silas S. Cathcart
- ---------------------------- Director
Silas S. Cathcart
5
<PAGE> 6
/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/ J. Michael Losh
- ---------------------------- Director
J. Michael Losh
/s/ George R. Manser
- ---------------------------- Director
George R. Manser
/s/ John B. McCoy
- ---------------------------- Director
John B. McCoy
/s/ Michael D. O'Halleran
- ---------------------------- Director
Michael D. O'Halleran
/s/ Jerry E. Robertson
- ---------------------------- Director
Jerry E. Robertson
/s/ Melburn G. Whitmire
- ---------------------------- Director
Melburn G. Whitmire
6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) Specimen Certificate for the Registrant's Class A Common Shares (1)
4(b) Cardinal Health, Inc. Employee Stock Purchase Plan
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 PricewaterhouseCoopers LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Paul Williams (included in Opinion filed as Exhibit 5
hereto)
24 Power of Attorney (included in Signature Page to Registration
Statement)
- ---------------
(1) Included as an exhibit to the Registrant's Registration Statement on
Form S-4 (No. 333-74761) and incorporated by reference.
7
<PAGE> 1
EXHIBIT 4(b)
CARDINAL HEALTH, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1 - PURPOSE
-------------------
The Cardinal Health, Inc. Employee Stock Purchase Plan is
adopted and established by Cardinal Health, Inc., an Ohio corporation, on the
date set forth below, effective as of January 3, 2000, for the general benefit
of the Employees of the Company and of certain of its Subsidiaries. The purpose
of the Plan is to facilitate the purchase of Shares by Eligible Employees.
SECTION 2 - DEFINITIONS
-----------------------
a. "ACT" shall mean the Securities Act of 1933, as amended.
b. "ADMINISTRATOR" shall mean the Board of Directors of the Company, a
designated committee thereof, or the person(s) or entity delegated the
responsibility of administering the Plan, which initially shall be the
Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
Committee.
c. "AGENT" shall mean the bank, brokerage firm, financial institution, or
other entity or person(s) engaged, retained or appointed to act as the
agent of the Employer and of the Participants under the Plan, which
initially shall be Merrill Lynch, Pierce, Fenner, & Smith, Inc.
d. "BOARD" shall mean the Board of Directors of the Company.
e. "CLOSING VALUE" shall mean, as of a particular date, the value of a
Share determined by the closing sales price for such Share (or the
closing bid, if no sales were reported) as quoted on The New York Stock
Exchange for the last market trading day prior to the date of
determination, as reported in THE WALL STREET JOURNAL or such other
source as the Administrator deems reliable.
f. "CODE" shall mean the Internal Revenue Code of 1986, as amended and
currently in effect, or any successor body of federal tax law.
g. "COMPANY" shall mean Cardinal Health, Inc., including any successor
thereto.
h. "COMPENSATION" shall mean wages, salaries, fees for professional
service and other amounts received for personal services actually
rendered in the course of employment with the Employer (including, but
not limited to, commissions paid salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses) including amounts excludible from the
Employee's gross income under Code Section 402(a)(8) (relating to a
Code Section 401(k) arrangement), Code Section 402(h) (relating to a
Simplified Employee Pension), Code Section 125 (relating to a cafeteria
plan) or Code Section 403(b) (relating to a tax-sheltered annuity) and
compensation paid by the Employer to an Employee through another person
under the common paymaster provisions of Code Sections 3121(s) and
3306(p). Compensation does not include: (1) amounts realized from the
exercise of a non-qualified stock option, or when restricted stock (or
property) held by an Employee either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture, (2) amounts
realized from the sale, exchange, or other disposition of stock
acquired under a qualified stock option, (3) moving allowances,
automobile allowances, tuition reimbursement, financial/tax planning
reimbursement, other extraordinary compensation, including tax
"gross-up" payments, and imputed income from other employer-provided
benefits, and (4) other amounts that receive special tax benefits, such
as premiums for group term life insurance or contributions made by the
Employer (whether or not under salary reduction agreement)
8
<PAGE> 2
towards the purchase of an annuity contract described in Code Section
403(b) (whether or not the contributions are excludible from the gross
income of the Employee), other than amounts described above.
i. "DESIGNATED SUBSIDIARIES" shall mean all Subsidiaries whose Employees
have been designated by the Administrator, in its sole discretion, as
eligible to participate in the Plan.
j. "ELIGIBLE EMPLOYEE" means any Employee who (1) has worked as an
employee of an Employer for at least thirty (30) days and (2) is
customarily employed for at least five (5) months each calendar year or
who is classified as a "PRN" or on-call Employee.
k. "EMPLOYEE" means any person who performs services as a common law
employee of an Employer, and does not include "leased employees," as
that term is defined under Code Section 414(n), or other individuals
providing services to an Employer in a capacity as an independent
contractor.
l. "EMPLOYER" means, individually and collectively, the Company and the
Designated Subsidiaries.
m. "ENROLLMENT PERIOD" shall mean the period immediately preceding the
Offering Period that is designated by the Administrator in its
discretion as the period during which an Eligible Employee may elect to
participate in the Plan.
n. "OFFERING PERIOD" shall mean the period during which Participants in
the Plan authorize payroll deductions to fund the purchase of Shares on
their behalf under the Plan pursuant to the options granted to them
hereunder.
o. "PARTICIPANT" means any Eligible Employee who has elected to
participate in the Plan for an Offering Period by authorizing payroll
deductions and following all applicable procedures established by the
Administrator during the Enrollment Period for such Offering Period.
p. "PLAN" shall mean this Cardinal Health, Inc. Employee Stock Purchase
Plan.
q. "PLAN ACCOUNT" shall mean the individual account established by the
Agent for each Participant for purposes of accounting for and/or
holding each Participant's payroll deductions, Shares, etc.
r. "PLAN YEAR" shall mean the fiscal year of the Company.
s. "PURCHASE PRICE" shall mean, for each Share purchased in accordance
with Section 4 hereof, an amount equal to the lesser of (1) eighty-five
percent (85%) of the Closing Value of a Share on the first Trading Day
of each Offering Period, or the earliest date thereafter as is
administratively feasible (which for Plan purposes shall be deemed to
be the date the option to purchase such Shares was granted to each
Eligible Employee who is, or elects to become, a Participant); or (2)
eighty-five percent (85%) of the Closing Value of such Share on the
last Trading Day of the Offering Period, or the earliest date
thereafter as is administratively feasible (which for Plan purposes
shall be deemed to be the date each such option to purchase such Shares
was exercised).
t. "SHARES" means the Class A common shares, without par value, of the
Company.
u. "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which
not less than fifty percent (50%) of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists or
is hereafter organized or acquired by the Company or a Subsidiary (or
as otherwise may be defined in Code Section 424).
v. "TRADING DAY" shall mean a day on which national stock exchanges and
The New York Stock Exchange are open for trading.
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<PAGE> 3
SECTION 3 - ELIGIBLE EMPLOYEES
------------------------------
a. IN GENERAL. Participation in the Plan is voluntary. All
Eligible Employees of an Employer are eligible to participate in the Plan. All
Eligible Employees granted options to purchase Shares hereunder shall have the
same rights and privileges as every other such Eligible Employee, and only
Eligible Employees of an Employer satisfying the applicable requirements of the
Plan will be entitled to be granted options hereunder.
b. LIMITATIONS ON RIGHTS. An Employee who otherwise is an
Eligible Employee shall not be entitled to purchase Shares under the Plan if:
(1) such purchase would cause such Eligible Employee to own Shares (including
any Shares which would be owned if such Eligible Employee purchased all of the
Shares made available for purchase by such Eligible Employee under all options
or rights then held by such Eligible Employee, whether or not then exercisable)
representing five percent (5%) or more of the total combined voting power or
value of each class of stock of the Company or any Subsidiary; or (2) such
purchase would cause such Eligible Employee to have options or rights to
purchase more than $25,000 of Shares under the Plan (and under all other
employee stock purchase plans of the Company and its Subsidiary corporations
which qualify for treatment under Section 423 of the Code) for any calendar year
in which such rights are outstanding (based on the Closing Value of such Shares,
determined as of the date such rights are granted and can first be exercised
hereunder). For purposes of clause (1) of this subsection b., the attribution
rules set forth in Section 424(d) of the Code and related regulations shall
apply.
SECTION 4 - ENROLLMENT AND OFFERING PERIODS
-------------------------------------------
a. ENROLLING IN THE PLAN. To participate in the Plan, an
Eligible Employee must enroll in the Plan. Enrollment for a given Offering
Period will take place during the Enrollment Period for such Offering Period.
The Administrator shall designate the initial Enrollment Period and each
subsequent Enrollment Period and the Offering Period to which each Enrollment
Period relates. Participation in the Plan with respect to any one or more of the
Offering Periods shall neither limit nor require participation in the Plan for
any other Offering Period.
b. THE OFFERING PERIOD. Any Employee who is an Eligible
Employee and who desires to be granted options to purchase Shares hereunder must
enroll in accordance with the procedures established by the Administrator during
an Enrollment Period. Such authorization shall be effective for the Offering
Period immediately following such Enrollment Period. The duration of an Offering
Period shall be determined by the Administrator prior to the Enrollment Period
and shall commence on the first day (or the First Trading Day) of the Offering
Period and end on the last day (or the last Trading Day) of the Offering Period;
provided, however, that if the Administrator terminates the Plan during an
Offering Period, pursuant to its authority in Section 17 of the Plan, such
Offering Period shall be deemed to end on the date the Plan is terminated. The
termination of the Plan and the Offering Period shall end the Participant's
rights to contribute amounts to the Plan or continue participation in the
Offering Period. The date of termination of the Plan shall be deemed to be the
final day of the Offering Period for purposes of determining the Purchase Price
under the Offering Period and all amounts contributed during the Offering Period
will be used as of such termination date to purchase Shares in accordance with
the general provisions of Section 9.
The Administrator may designate one or more Offering Periods
during each Plan Year during the term of this Plan. On the first day (or the
First Trading Day) of each Offering Period, each Participant shall be granted an
option to purchase Shares under the Plan. Each option granted hereunder shall
expire at the end of the Offering Period for which it was granted. In no event
may an option granted hereunder be exercised after the expiration of 27 months
from the date of grant.
c. CHANGING ENROLLMENT. The offering of Shares pursuant to
options granted hereunder the Plan shall occur only during an Offering Period
and shall be made only to Participants. Once an Eligible Employee is enrolled in
the Plan, the Administrator or Employer will inform the Agent of such fact. Once
enrolled, a Participant shall continue to participate in the Plan for each
succeeding Offering Period until he or she terminates his or her participation
by revoking his or her payroll deduction authorization or ceases to be an
Eligible Employee. Once a Participant has elected to participate under the Plan,
that Participant's payroll deduction authorization shall apply to all subsequent
Offering Periods unless and until the Participant ceases to be an Eligible
Employee, or modifies or terminates said authorization. If a Participant desires
to change his or her rate of contribution, he or she
10
<PAGE> 4
may do so effective for the next Offering Period by following the procedures
established by the Administrator during the Enrollment Period immediately
preceding such Offering Period.
SECTION 5 - TERM OF PLAN
------------------------
This Plan shall be in effect from January 3, 2000, until it is
terminated by action of the Board.
SECTION 6 - NUMBER OF SHARES TO BE MADE AVAILABLE
-------------------------------------------------
Subject to adjustment as provided in Section 16 hereof, the
total number of Shares made available for purchase by Participants granted
options which are exercised under Section 9 hereof is 5,000,000, which may
consist of authorized but unissued shares, treasury shares, or shares purchased
by the Plan in the open market. The provisions of Section 9 b. shall control in
the event the number of Shares covered by options which are exercised for any
Offering Period exceeds the number of Shares available for sale under the Plan.
If all of the Shares authorized for sale under the Plan have been sold, the Plan
shall either be continued through additional authorizations of Shares made by
the Board (such authorizations must, however, comply with Section 17 hereof), or
shall be terminated in accordance with Section 17 hereof.
SECTION 7 - USE OF FUNDS
------------------------
All payroll deductions received or held by an Employer under
the Plan may be used by the Employer for any corporate purpose, and the Employer
shall not be obligated to segregate such payroll deductions. Any amounts held by
an Employer or other party holding amounts in connection with or as a result of
payroll withholding made pursuant to the Plan and pending the purchase of Shares
hereunder shall be considered a non-interest-bearing, unsecured indebtedness
extended to the Employer or other party by the Participants. Administrative
expenses of the Plan shall be allocated to each Participant's Plan Account
unless such expenses are paid by the Employer.
SECTION 8 - AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT
-----------------------------------------------------
a. PAYROLL WITHHOLDING. Except as otherwise specifically
provided herein, the Purchase Price will be payable by each Participant by means
of payroll withholding. The withholding shall be in increments of one percent
(1%). The minimum withholding permitted shall be an amount equal to one percent
(1%) of a Participant's Compensation and the maximum withholding shall be an
amount equal to fifteen percent (15%) of a Participant's Compensation. In any
event, the total withholding permitted to be made by any Participant for a
calendar year shall be limited to the sum of $21,250. The actual percentage of
Compensation to be deducted shall be specified by a Participant in his or her
authorization for payroll withholding. Participants may not deposit any separate
cash payments into their Plan Accounts.
b. APPLICATION OF WITHHOLDING RULES. Payroll withholding will
commence with the first paycheck issued during the Offering Period and will,
except as otherwise provided herein, continue with each paycheck throughout the
entire Offering Period, except for pay periods for which such Participant
receives no compensation (e.g., uncompensated personal leave, leave of absence).
A pay period which ends at such time that it is administratively impracticable
to credit any paycheck for such pay period to the then-current Offering Period
will be credited in its entirety to the immediately subsequent Offering Period.
A pay period which overlaps Offering Periods will be credited in its entirety to
the Offering Period in which it is paid. Payroll withholding shall be retained
by the Employer or other party responsible for making such payment to the
Participant, until applied to the purchase of Shares as described in Section 9
and the satisfaction of any related federal, state or local withholding
obligations (including any employment tax obligations).
At the time the Shares are purchased, or at the time some or
all of the Shares issued under the Plan are disposed of, Participants must make
adequate provision for the Employer's federal, state, local or other tax
withholding obligations (including employment taxes), if any, which arise upon
the purchase or disposition of the Shares. At any time, the Employer may, but
shall not be obligated to, withhold from each Participant's Compensation the
amount necessary for the Employer to meet applicable withholding obligations,
including any
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withholding required to make available to the Employer any tax deductions or
benefits attributable to the sale or early disposition of Shares by the
Participant. Each Participant, as a condition of participating under the Plan,
agrees to bear responsibility for all federal, state, and local income taxes
required to be withheld from his or her Compensation as well as the
Participant's portion of FICA (both the OASDI and Medicare components) with
respect to any Compensation arising on account of the purchase or disposition of
Shares. The Employer may increase income and/or employment tax withholding on a
Participant's Compensation after the purchase or disposition of Shares in order
to comply with federal, state and local tax laws, and each Participant agrees to
sign any and all appropriate documents to facilitate such withholding.
SECTION 9 - PURCHASING, TRANSFERRING SHARES
a. MAINTENANCE OF PLAN ACCOUNT. Upon the exercise of a
Participant's initial option to purchase Shares under the Plan, the Agent shall
establish a Plan Account in the name of such Participant. At the close of each
Offering Period, the aggregate amount deducted during such Offering Period by
the Employer from a Participant's Compensation (and credited to a
non-interest-bearing account maintained by the Employer or other party for
bookkeeping purposes) will be communicated by the Employer to the Agent and
shall thereupon be credited by the Agent to such Participant's Account (unless
the Participant has given notice to the Administrator of his or her revocation
of authorization prior to the date such communication is made). As of the last
day of each Offering Period, or as soon thereafter as is administratively
practicable, each Participant's option to purchase Shares will be exercised
automatically for him or her by the Agent with respect to those amounts reported
to the Agent by the Administrator or Employer as creditable to that
Participant's Plan Account. On the date of exercise, the amount then credited to
the Participant's Plan Account for the purpose of purchasing Shares hereunder
will be divided by the Purchase Price and there shall be transferred to the
Participant's Plan Account by the Agent the number of full and fractional shares
which results.
The Agent shall hold in its name, or in the name of its
nominee, all Shares so purchased and allocated. No certificate will be issued to
a Participant for Shares held in his or her Plan Account unless he or she so
requests in writing or unless such Participant's active participation in the
Plan is terminated due to death, disability, separation from service or
retirement. Notwithstanding any provision herein to the contrary, no
certificates shall be issued for Shares until such Shares have been held in the
Participant's Plan Account for a period of at least 24 months following the date
of exercise of the option to purchase such Shares.
b. INSUFFICIENT NUMBER OF AVAILABLE SHARES. In the event the
number of Shares covered by options which are exercised for any Offering Period
exceeds the number of Shares available for sale under the Plan, the number of
Shares actually available for sale hereunder shall be limited to the remaining
number of Shares authorized for sale under the Plan and shall be allocated by
the Agent among the Participants in proportion to each Participant's
Compensation during the Offering Period over the total Compensation of all
Participants during the Offering Period. Any excess amounts withheld and
credited to Participants' Accounts then shall be returned to the Participants as
soon as is administratively practicable.
c. HANDLING EXCESS SHARES. In the event that the number of
Shares which would be credited to any Participant's Plan Account in any Offering
Period exceeds the limit specified in Section 3 b. hereof, such Participant's
Account shall be credited with the maximum number of Shares permissible, and the
remaining amounts will be refunded in cash as soon as administratively
practicable.
d. STATUS REPORTS. Statements of each Participant's Plan
Account shall be given to participating Employees at least annually.
SECTION 10 - DIVIDENDS AND OTHER DISTRIBUTIONS
a. REINVESTMENT OF DIVIDENDS. Cash dividends and other cash
distributions received by the Agent on Shares held in its custody hereunder will
be credited to the Plan Accounts of individual Participants in accordance with
such Participants' interests in the Shares with respect to which such dividends
or distributions are paid or made, and will be applied, as soon as practical
after the receipt thereof by the Agent, to the purchase in the open market at
prevailing market prices of the number of whole Shares capable of being
purchased with such funds (after deduction of any bank service fees, brokerage
charges, transfer taxes, and any other transaction fee, expense or cost payable
in connection with the purchase of such Shares and not otherwise paid by the
Employer).
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b. SHARES TO BE HELD IN AGENT'S NAME. All purchases of Shares
made pursuant to this Section will be made in the name of the Agent or its
nominee, shall be held as provided in Section 9 hereof, and shall be transferred
and credited to the Plan Account(s) of the individual Participant(s) to which
such dividends or other distributions were credited. Dividends paid in the form
of Shares will be allocated by the Agent, as and when received, with respect to
Shares held in its custody hereunder to the Plan Accounts of individual
Participants in accordance with such Participants' interests in such Shares with
respect to which such dividends were paid. Property, other than Shares or cash,
received by the Agent as a distribution on Shares held in its custody hereunder,
shall be sold by the Agent for the accounts of the Participants, and the Agent
shall treat the proceeds of such sale in the same manner as cash dividends
received by the Agent on Shares held in its custody hereunder.
c. TAX RESPONSIBILITIES. The automatic reinvestment of
dividends under the Plan will not relieve a Participant (or Eligible Employee
with a Plan Account) of any income or other tax that may be due on or with
respect to such dividends. The Agent shall report to each Participant (or
Eligible Employee with a Plan Account) the amount of dividends credited to his
or her Plan Account.
SECTION 11 - VOTING OF SHARES
-----------------------------
A Participant shall have no interest or voting right in the
Shares covered by his or her option until such option has been exercised. Shares
held for a Participant (or Eligible Employee with a Plan Account) in his or her
Plan Account will be voted in accordance with the Participant's (or Eligible
Employee's) express directions. In the absence of any such directions, such
Shares will not be voted.
SECTION 12 - IN-SERVICE DISTRIBUTION OR SALE OF SHARES
a. SALE OF SHARES. Subject to the provisions of Section 19, a
Participant may at any time, and without withdrawing from the Plan, by giving
notice to the Agent, direct the Agent to sell all or part of the Shares held on
behalf of the Participant. Upon receipt of such a notice, the Agent shall, as
soon as practicable after receipt of such notice, sell such Shares in the
marketplace at the prevailing market price and transmit the net proceeds of such
sale (less any bank service fees, brokerage charges, transfer taxes, and any
other transaction fee, expense or cost) to the Participant.
b. IN-SERVICE SHARE DISTRIBUTIONS. A Participant may, without
withdrawing from the Plan, request that a certificate for all or part of the
full Shares held in his or her Plan Account be sent to him or her after the
relevant Shares have been purchased and allocated SUBJECT TO THE REQUIREMENT
THAT SUCH SHARES BE HELD IN THE PARTICIPANT'S PLAN ACCOUNT FOR A PERIOD OF AT
LEAST 24 MONTHS AFTER THE DATE OF EXERCISE, AS DESCRIBED IN SECTION 9 a., ABOVE.
All such requests must be submitted in writing to the Agent. No certificate for
a fractional Share will be issued; the fair value of fractional Shares on the
date of withdrawal of all Shares credited to a Participant's Plan Account shall
be paid in cash to such Participant. The Plan may impose a reasonable charge, to
be paid by the Participant, for each stock certificate so issued prior to the
date active participation in the Plan ceases; such charge shall be paid by the
Participant to the Administrator or Employer prior to the date any distribution
of a certificate evidencing ownership of such Shares occurs.
SECTION 13 - CESSATION OF ACTIVE PARTICIPATION
----------------------------------------------
A Participant may at any time, by giving notice to the
Administrator or Employer, revoke his or her authorization for payroll deduction
for the Offering Period in which such revocation is made. A PARTICIPANT WHO
REVOKES AUTHORIZATION FOR PAYROLL DEDUCTION MAY NOT AGAIN PARTICIPATE UNDER THE
PLAN UNTIL THE NEXT OFFERING PERIOD IMMEDIATELY SUBSEQUENT TO THE OFFERING
PERIOD DURING WHICH THE PARTICIPANT REVOKED PAYROLL DEDUCTION AUTHORIZATION WITH
RESPECT THERETO.
SECTION 14 - SEPARATION FROM EMPLOYMENT
Separation from employment for any reason, including death,
disability, termination or retirement shall be treated automatically as a
withdrawal from the Plan.
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SECTION 15 - ASSIGNMENT
Neither payroll deductions credited to a Participant's Plan
Account nor any rights with regard to options or Shares held under the Plan may
be assigned, alienated, transferred, pledged, or otherwise disposed of in any
way by a Participant other than by will or the laws of descent and distribution.
Any such assignment, alienation, transfer, pledge, or other disposition shall be
without effect, except that the Administrator may treat such act as an election
to withdraw from the Plan. A Participant's right to purchase Shares under this
Plan may be exercisable during the Participant's lifetime only by the
Participant. A Participant's Plan Account shall be payable to the Participant's
estate upon his or her death.
SECTION 16 - ADJUSTMENT OF AND CHANGES IN SHARES
If at any time after the effective date of the Plan the
Company shall subdivide or reclassify the Shares which have been or may be
optioned under the Plan, or shall declare thereon any stock split or dividend
payable in Shares, or shall alter the capital structure of the Shares or the
Company in any similar manner, then the number and class of shares held in the
Plan and which may thereafter be optioned (in the aggregate and to any
Participant) shall be adjusted accordingly, and in the case of each option
outstanding at the time of any such action, the number and class of shares which
may thereafter be purchased pursuant to such option and the Purchase Price shall
be adjusted accordingly, as necessary to preserve the rights of the holder(s) of
such Shares and option(s).
SECTION 17 - AMENDMENT OR TERMINATION OF THE PLAN
The Board shall have the right, at any time, to amend, modify
or terminate the Plan without notice; provided, however, that no Participant's
existing options shall be adversely affected by any such amendment, modification
or termination, except to comply with applicable law, stock exchange rules or
accounting rules. Notwithstanding the foregoing, the Board shall have the right
to terminate the Plan with respect to all future payroll deductions and related
purchases at any time. Such termination of the Plan shall also terminate any
current Offering Period in accordance with Section 4 of the Plan.
Designations of participating corporations may be made from
time to time from among a group of corporations consisting of the Employer, its
parent and its Subsidiaries (including corporations that become Subsidiaries or
a parent after the adoption and approval of the Plan).
SECTION 18 - ADMINISTRATION
a. ADMINISTRATION. The Plan shall be administered by the
Administrator. The Administrator shall be responsible for the administration of
all matters under the Plan which have not been delegated to the Agent. The
Administrator shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Any rule or regulation
adopted by the Administrator shall remain in full force and effect unless and
until altered, amended or repealed by the Administrator.
b. SPECIFIC RESPONSIBILITIES. The Administrator's
responsibilities shall include, but shall not be limited to:
(1) interpreting the Plan (including issues relating
to the definition and application of "Compensation");
(2) identifying and compiling a list of persons who are
Eligible Employees for an Offering Period; and
(3) identifying those Eligible Employees not entitled
to be granted options or other rights for an Offering
Period on account of the limitations described in Section
3 b. hereof.
The Administrator may from time to time adopt rules and regulations for carrying
out the terms of the Plan. Interpretation or construction of any provision of
the Plan by the Administrator shall be final and conclusive on all
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<PAGE> 8
persons, absent specific and contrary action taken by the Board. Any
interpretation or construction of any provision of the Plan by the Board shall
be final and conclusive.
SECTION 19 - SECURITIES LAW RESTRICTIONS
Notwithstanding any provision of the Plan to the contrary, no
payroll deductions shall take place and no Shares may be purchased under the
Plan until a registration statement has been filed and become effective with
respect to the issuance of the Shares covered by the Plan under the Act. Prior
to the effectiveness of such registration statement, Shares subject to purchase
under the Plan may be offered to Eligible Employees only pursuant to an
exemption from the registration requirements of the Act.
SECTION 20 - NO INDEPENDENT EMPLOYEE'S RIGHTS
Nothing in the Plan shall be construed to be a contract of
employment between an Employer or Subsidiary and any Employee, or any group or
category of Employees (whether for a definite or specific duration or
otherwise), or to prevent the Employer, its parent or any Subsidiary from
terminating any Employee's employment at any time, without notice or recompense.
No Employee shall have any rights as a shareholder until the option to purchase
Shares, granted to him or her hereunder, has been exercised.
SECTION 21 - APPLICABLE LAW
The Plan shall be construed, administered and governed in all
respects under the laws of the State of Ohio to the extent such laws are not
preempted or controlled by federal law.
SECTION 22 - MERGER OR CONSOLIDATION
------------------------------------
If the Company shall at any time merge into or consolidate
with another corporation or business entity, each Participant will thereafter be
entitled to receive at the end of the Offering Period (during which such merger
or consolidation occurs) the securities or property which a holder of Shares was
entitled to upon and at the time of such merger or consolidation. A sale of all
or substantially all of the assets of the Company shall be deemed a merger or
consolidation for the foregoing purposes.
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EXHIBIT 5
November 5, 1999
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, OH 43017
Gentlemen:
I 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, as amended (the "Act") relating to the issuance of up to 5,000,000
Common Shares, without par value (the "Common Shares"), of the Company pursuant
to awards under the Cardinal Health, Inc. Employee Stock Purchase Plan (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. In giving such consent, I do not thereby admit that I am
in the category of person 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/ Paul S. Williams
Paul S. Williams,
Vice President and
Deputy General Counsel
Cardinal Health, Inc.
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cardinal Health, Inc. on Form S-8 of our report dated August 10, 1999, appearing
in the Annual Report on Form 10-K of Cardinal Health, Inc. for the year ended
June 30, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
November 4, 1999
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement of Cardinal Health, Inc. on Form S-8 in respect of the "Cardinal
Health, Inc. Employee Stock Purchase Plan" of our report dated July 29, 1999,
relating to the Allegiance Corporation consolidated financial statements, which
appears on page 22 of the Cardinal Health, Inc. Annual Report on Form 10-K for
the year ended June 30, 1999. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page 23 of
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
November 4, 1999
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EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report with respect to R.P.
Scherer Corporation dated August 9, 1999 included in Cardinal Health, Inc.'s
Form 10K for the year ended June 30, 1999.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 4, 1999
19
