<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1999
REGISTRATION NO. 333-74761
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
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 5122 31-0958666
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification
or Organization) Code Number) Number)
7000 CARDINAL PLACE
DUBLIN, OHIO 43017
(614) 757-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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STEVEN ALAN BENNETT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CARDINAL HEALTH, INC.
7000 CARDINAL PLACE
DUBLIN, OHIO 43017
(614) 757-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPIES TO:
JOHN M. GHERLEIN, ESQ. DAVID A. KATZ, ESQ.
BAKER & HOSTETLER LLP WACHTELL, LIPTON, ROSEN & KATZ
3200 NATIONAL CITY CENTER 51 WEST 52ND STREET
1900 EAST NINTH STREET NEW YORK, NEW YORK, 10019-6150
CLEVELAND, OHIO 44114-3485 (212) 403-1000
(216) 621-0200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: [_]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title Of Each Class Of Proposed Maximum Proposed Maximum Amount Of
Securities To Be Amount To Be Offering Price Aggregate Registration
Registered Registered Per Unit (1) Offering Price Fee (2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value 10,000,000 shs $64.60 $646,000,000 $194,262
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the sole purpose of calculating the registration fee pursuant
to Rule 457(c).
(2) The total fee is based on a fee of $104,468, paid with the filing of the
original Registration Statement, for 5,000,000 shares based on a March 17,
1999 share price calculated pursuant to Rule 457(c) of $75.15625 and a fee
of $89,794, paid with the filing of this Amendment, for 5,000,000 shares
based on an April 5, 1999 share price of $64.60.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
[CARDINAL HEALTH, INC. LOGO]
10,000,000 SHARES
CARDINAL HEALTH, INC.
COMMON SHARES
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We may use this prospectus to offer and sell up to 10,000,000 of our
common shares at various times in connection with future business combinations
involving our company or its subsidiaries. The common shares covered by this
prospectus may be issued in connection with:
- mergers, consolidations, recapitalizations or similar plans of acquisition;
- purchases of some or all of the assets of a business; or
- exchanges for the outstanding securities, obligations or other interests of
a business.
We expect that the specific terms of each business combination in which
the common shares will be issued will be negotiated with the owners or other
controlling persons of the businesses involved. Generally, the common shares
covered by the prospectus that are issued in a business combination will be
valued:
- at a price based on their market value at the time the business combination
is agreed upon or at the time they are delivered pursuant to the
combination;
- at a price based on average market prices for periods ending at or near
these times; or
- on such other basis as the parties may agree.
We do not expect that underwriting discounts or commissions will be
paid in connection with the issuances of the common shares under this
prospectus. However, brokers' commissions or finders' fees may be paid at
various times in connection with specific business combinations. Any person
receiving these fees may be deemed an underwriter within the meaning of the
Securities Act of 1933, and any profit on the resale of the common shares
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act.
The common shares will be listed on the New York Stock Exchange prior
to issuance, and will be traded on that exchange under the symbol "CAH." The
closing market price of the common shares on the New York Stock Exchange on
April 5, 1999 was $64.00 per share.
-----------
INVESTING IN THE COMMON SHARES ISSUED UNDER THIS PROSPECTUS INVOLVES RISK.
BEFORE MAKING ANY INVESTMENT IN OUR COMPANY, YOU SHOULD CONSIDER CAREFULLY
THE RISK FACTORS BEGINNING ON PAGE 6.
-----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED ANY OF THE SECURITIES OFFERED BY
THIS PROSPECTUS OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is April 7, 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy (upon the payment of fees prescribed by the SEC) any document that
we file with the SEC at its public reference rooms in Washington, D.C.
(450 Fifth Street, N.W. 20549), New York, New York (7 World Trade Center,
Suite 1300 10048), and Chicago, Illinois (500 West Madison Street, Suite 1400
60661). You may call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our filings are also available to the public on the
internet, through the SEC's EDGAR database. You may access the EDGAR database at
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important business,
financial and other information in our filings by referring you to the documents
containing this information filed with the SEC. All information incorporated by
reference is part of this prospectus, unless and until that information is
updated and superseded by the information contained in this prospectus or any
information incorporated later. Any information that we subsequently file with
the SEC that is incorporated by reference will automatically update and
supersede any previous information that is part of this prospectus. We
incorporate into this prospectus by reference the following documents and any
future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K (excluding Items 7 and 8) for the fiscal year
ended June 30, 1998;
- Our Quarterly Reports on Form 10-Q for the quarters ended September 30 and
December 31, 1998;
- Our Amended Current Report on Form 8-K/A filed with the SEC on March 18,
1999, which amended our Current Report on Form 8-K filed with the SEC on
February 4, 1999;
- Our Amended Current Report on Form 8-K/A filed with the SEC on
September 28, 1998 (excluding Item 7(a)), which amended our Current Report
on Form 8-K filed with the SEC on August 10, 1998;
- Our Current Reports on Form 8-K filed with the SEC on July 29, 1998,
October 13, 1998, November 24, 1998, and January 21, 1999;
- The information contained in our Proxy Statement for our 1998 annual
meeting of shareholders held on November 23, 1998 to the extent that it has
been incorporated by reference in our Form 10-K for the year ended June 30,
1998; and
- The description of our common shares contained in our registration statement
on Form 8-A that we filed with the SEC on August 19, 1994, and any future
update of this description that we file.
This prospectus is part of a registration statement (on Form S-4) that
we have filed with the SEC relating to the common shares offered by this
prospectus. As permitted by SEC rules, this prospectus does not contain all the
information contained in that registration statement and its accompanying
exhibits and schedules which we have also filed with the SEC. You may refer to
the registration statement, the exhibits and schedules for more information
about us and our common shares. The registration statement, exhibits and
schedules are available at the SEC's public reference rooms or through its EDGAR
database on the internet.
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<PAGE> 4
You may obtain a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(614) 757-5000
Director - Investor Relations
TO ENSURE TIMELY DELIVERY OF THESE MATERIALS, YOU SHOULD MAKE ANY
REQUEST NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH YOU MUST
MAKE YOUR INVESTMENT DECISION. We will mail the materials to you by first class
mail, or another equally prompt means, within one business day after we receive
your request.
NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus under the caption "Risk Factors"
and the documents incorporated by reference into this prospectus may constitute
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements are based on management's current beliefs,
assumptions and expectations of our future economic performance, taking into
account information available at the time the statements are made.
Forward-looking statements are subject to uncertainties and other factors that
may cause our actual performance or financial condition in the future to be
materially different from the expectations stated in the forward-looking
statements. Some of the important factors that could cause our actual results,
performance or financial condition to differ materially from expectations are:
- uncertainties relating to general economic conditions;
- the loss of one or more key customer or supplier relationships, such as
pharmaceutical and medical/surgical manufacturers for which alternative
supplies may not be available;
- the malfunction or failure of our information systems or those of third
parties with whom we do business, such as malfunctions or failures
associated with Year 2000 readiness problems;
- the costs and difficulties related to the integration of recently acquired
businesses;
- changes to the presentation of financial results and position resulting from
adoption of new accounting principles or upon the advice of our independent
auditors or the staff of the SEC;
- changes in the distribution or outsourcing pattern for pharmaceutical and
medical/surgical products and services, including an increase in direct
distribution or a decrease in contract packaging by pharmaceutical
manufacturers;
- changes in government regulations or our failure to comply with those
regulations;
- the costs and other effects of legal and administrative proceedings;
- injury to person or property resulting from our manufacturing, packaging,
repackaging, drug delivery system development and manufacturing, or pharmacy
management services;
- competitive factors in our healthcare service businesses, including pricing
pressures;
- unforeseen changes in our existing agency and distribution arrangements;
- the continued financial viability and success of our customers, suppliers,
and franchisees;
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<PAGE> 5
- technological developments and products offered by competitors;
- failure to retain or continue to attract senior management or key personnel;
- risks associated with international operations, including fluctuations in
currency exchange ratios and implementation of the Euro currency;
- successful challenges to the validity of our patents, copyrights or
trademarks;
- difficulties or delays in the development, production, manufacturing,
and marketing of new products and services;
- strikes or other labor disruptions;
- labor and employee benefit costs;
- pharmaceutical and medical/surgical manufacturers' pricing policies and
overall drug price inflation;
- changes in hospital buying groups or hospital buying practices; and
- other factors described in this prospectus or the documents we file with the
SEC and incorporated by reference into this prospectus.
Statements which include the words "believe," "expect," "anticipate,"
"project," "estimate," "forecast" and similar expressions should be considered
forward-looking statements. These statements speak only as of the date they were
made, and we are not obligated to publicly update or revise them, whether as a
result of new information, future events or otherwise.
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<PAGE> 6
THE COMPANY
Cardinal Health, Inc. ("Cardinal") is one of the nation's leading
diversified healthcare services companies. Cardinal provides a broad array of
complementary products and services to healthcare providers and manufacturers to
help them improve the efficiency and quality of healthcare. These services
include pharmaceutical distribution (Cardinal Distribution and National
Specialty Services, Inc.), healthcare product manufacturing and distribution
(Allegiance Corporation), drug delivery systems development (R.P. Scherer
Corporation), pharmaceutical packaging and repackaging (PCI Services, Inc. and
National PharmPak Services, Inc.), automated dispensing systems manufacturing
(Pyxis Corporation), hospital pharmacy management (Owen Healthcare, Inc.),
retail pharmacy franchising (Medicine Shoppe International, Inc.), and
healthcare information systems development (Cardinal Information Corporation).
As a full-service wholesale distributor, Cardinal complements its
distribution activities by offering a broad range of value-added support
services to assist Cardinal's customers and suppliers in maintaining and
improving their market positions and to strengthen Cardinal's role in the
channel of distribution. These support services include computerized order entry
and order confirmation systems, customized invoicing, generic sourcing programs,
product movement and management reports, consultation on store operation and
merchandising, and customer training. Cardinal's proprietary software systems
feature customized databases specially designed to help its customers order more
efficiently, contain costs and monitor their purchases that are covered by group
contract purchasing arrangements.
Cardinal operates several specialty healthcare businesses that offer
value-added services to Cardinal's customers and suppliers while providing
Cardinal with additional opportunities for growth and profitability. For
example, Cardinal operates a pharmaceutical repackaging program for both
independent and chain drugstore customers and serves as a distributor of
therapeutic plasma products and other specialty pharmaceuticals to hospitals,
clinics and other managed care facilities on a nationwide basis through the
utilization of telemarketing and direct mail programs. These specialty
distribution activities are part of Cardinal's overall strategy of developing
diversified products and services to enhance the profitability of its business
and that of its customers and suppliers.
Additional information concerning Cardinal and its subsidiaries is
included in the Cardinal documents filed with the SEC, which are incorporated
herein by reference. See "Where You Can Find More Information; Incorporation by
Reference."
Cardinal has its principal executive offices at 7000 Cardinal Place,
Dublin, Ohio 43017, and its telephone number is (614) 757-5000.
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<PAGE> 7
RISK FACTORS
RISKS GENERALLY ASSOCIATED WITH ACQUISITIONS
An important element of Cardinal's growth strategy has been and is
expected to continue to be the pursuit of acquisitions of other businesses which
either expand or complement Cardinal's existing businesses. Integrating
businesses, however, involves a number of special risks, including the
possibility that management may be distracted from regular business concerns by
the need to integrate operations, unforeseen difficulties in integrating
operations and systems, problems concerning assimilating and retaining the
employees of the acquired company, accounting issues that arise in connection
with the acquisition, challenges in retaining customers and potential adverse
short-term effects on operating results. In addition, Cardinal may incur debt to
finance future acquisitions, and it may issue securities in connection with
future acquisitions which may dilute the holdings of current and future Cardinal
shareholders. If Cardinal is unable to successfully complete and integrate
strategic acquisitions in a timely manner, its growth strategy could be
adversely impacted.
CHANGING UNITED STATES HEALTHCARE ENVIRONMENT
In recent years, the healthcare industry has undergone significant
change driven by various efforts to reduce costs. These efforts include
potential national healthcare reform, trends toward managed care, cuts in
Medicare, consolidation of competitors, suppliers and customers, and the
development of large, sophisticated purchasing groups. This industry is expected
to continue to undergo significant changes for the foreseeable future. Other
factors related to the healthcare industry that could negatively impact
Cardinal's results of operations include:
- changes in governmental support of healthcare services;
- changes in the method by which healthcare services are delivered;
- changes in the prices for healthcare services;
- other legislation or regulations governing healthcare services or mandated
benefits; and
- changes in pharmaceutical and medical/surgical manufacturers' pricing or
distribution policies.
ADDITIONAL REGULATORY RISKS
The healthcare industry is highly regulated at the local, state and
federal level. Consequently, Cardinal is subject to the risk of changes in
various local, state, federal and international laws, which include the
operating and security standards of the United States Drug Enforcement
Administration, the Food and Drug Administration (the "FDA"), various state
boards of pharmacy and comparable agencies. These changes may affect Cardinal's
many regulated operations, which include distributing prescription
pharmaceuticals (including certain controlled substances), operating pharmacy
operations, manufacturing medical/surgical products, and packaging
pharmaceuticals. A review of Cardinal's business by courts or other regulatory
authorities may result in determinations that could adversely affect the
operations of Cardinal. Also, the healthcare regulatory environment may change
in a manner that would restrict Cardinal's existing operations, limit the
expansion of its business or otherwise adversely affect Cardinal.
Currently, Cardinal is not required to register or submit premarket
notifications to the FDA for its automated pharmaceutical dispensing systems.
However, the FDA may change its policy in this regard. Cardinal is also subject
to changes in various federal, state and local laws, regulations and
recommendations relating to safe working conditions, laboratory and
manufacturing practices, and the use and disposal of hazardous or potentially
hazardous substances.
6
<PAGE> 8
ABILITY TO MANAGE GROWTH
Cardinal's business has grown significantly in size and complexity over
the past few years. This has placed significant demands on Cardinal's
management, systems, internal controls, and financial and physical resources. To
meet such demands, Cardinal intends to continue to hire new employees and invest
in new equipment and make other capital expenditures. In addition, Cardinal
expects that it will need to further develop its financial and managerial
controls and reporting systems and procedures to accommodate future growth. If
Cardinal fails to expand any of the foregoing areas in an efficient manner,
Cardinal's business, financial condition and results of operations could be
materially adversely affected. Cardinal is currently in the process of
integrating recent acquisitions with Cardinal's business and, in doing so, will
need to manage various businesses and their employees in geographically diverse
areas. Cardinal may be unable to successfully integrate any acquired business
into its own without substantial costs, delays or other operational or financial
problems. Moreover, Cardinal's inability to manage growth effectively could have
a material adverse effect on its business, financial condition and results of
operations.
ACQUISITION TERMS
Cardinal may issue the common shares covered by this prospectus at
various times in connection with:
- mergers, consolidations, recapitalizations or similar plans of acquisition;
- purchases of some or all of the assets of one or more businesses; and
- exchanges for some or all of the outstanding securities, obligations and
other interests of one or more businesses, including capital stock, debt
securities, loans and partnership interests.
Cardinal anticipates that the specific terms of each business
combination in which the common shares will be issued will be negotiated with
the owners and controlling persons of the businesses, assets, securities or
other interests involved in the business combination. The common shares issued
will generally be valued at prices:
- based on or related to market prices for the common shares at or near the
time Cardinal agrees to the terms of such business combination, at or near
the time of closing, or during the period or periods prior to delivery of
such common shares;
- based on average market prices for periods ending at or near such times; or
- on such other basis as the parties may agree.
No underwriting discounts or commissions will be paid in connection
with such business combinations. However, brokers' and finders' fees may be paid
from time to time with respect to specific business combinations. Any person
receiving such fees may be deemed an underwriter within the meaning of the
Securities Act, and any profit on the resale of common shares purchased by them
may be deemed to be underwriting discounts or commissions under the Securities
Act.
7
<PAGE> 9
DESCRIPTION OF CAPITAL STOCK
As of April 1, 1999, Cardinal's authorized capital stock consisted of:
(1) 500,000,000 common shares, without par value, of which (a) 272,303,626
shares were issued and outstanding, (b) 336,291 shares were issued and held in
treasury, and (c) 22,608,159 shares were reserved for issuance upon the exercise
or conversion of options, warrants or convertible securities granted or issuable
by Cardinal; (2) 5,000,000 Class B common shares, without par value ("Class B
common shares"), none of which were issued and outstanding or reserved for
issuance; and (3) 500,000 nonvoting preferred shares, without par value
("preferred shares"), none of which were issued and outstanding or reserved for
issuance.
From time to time, Cardinal may issue additional authorized but
unissued common shares for share dividends, stock splits, employee benefit
programs, financing and acquisition transactions, and other general corporate
purposes. Such common shares will be available for issuance without action by
Cardinal shareholders, unless such action is required by applicable law or the
rules of the New York Stock Exchange or any other stock exchange on which common
shares may be listed in the future.
Cardinal shareholders do not have preemptive rights and have no rights
to convert their common shares into any other security. All common shares are
entitled to participate equally and ratably in dividends on common shares as may
be declared by the Cardinal board of directors. In the event of the liquidation
of Cardinal, holders of common shares are entitled to share ratably in assets
remaining after payment of all liabilities, subject to prior distribution rights
of any preferred shares then outstanding. Holders of common shares are entitled
to one vote per share for the election of directors and upon all matters on
which shareholders are entitled to vote. Holders of Class B common shares, none
of which is issued and outstanding, are entitled to one-fifth of one vote per
share upon all matters on which Cardinal Class B Common shareholders are
entitled to vote. Under certain circumstances, holders of Class B common shares
have a separate class vote. Under Ohio law, Cardinal shareholders are afforded
the right to vote their common shares cumulatively for the election of nominees
to fill the particular class of directors to be elected at each annual meeting,
subject to compliance with certain procedural requirements.
Cardinal's Amended and Restated Articles of Incorporation ("articles")
provide that the Cardinal board is authorized to approve the issuance of
preferred shares from time to time in one or more series without future
authorization by Cardinal shareholders. The Cardinal board is authorized to
adopt amendments to the Cardinal articles from time to time fixing or changing
the terms and designations of preferred shares, including (1) the division of
such preferred shares into series and the designation and authorized number of
preferred shares of each series, (2) the dividend rate, (3) the dates of payment
of dividends and the dates from which they are cumulative, (4) the liquidation
price, (5) the redemption rights and price, (6) sinking fund requirements,
(7) conversion rights, and (8) restrictions on the issuance of such preferred
shares. Holders of preferred shares will have no voting rights, except as
required by law. Holders of preferred shares will have no preemptive rights to
subscribe to or for any additional capital shares of Cardinal. Cardinal has no
present plans to issue any preferred shares.
Pursuant to Cardinal's Restated Code of Regulations ("regulations"),
the Cardinal board currently consists of 16 directors. The number of directors
may be increased or decreased by action of the board, but in no case may the
number of directors be fewer than nine or more than 16 members, divided into
three classes. The regulations require that any proposal to either remove a
director during such director's term of office or to further amend the
regulations relating to the classification, number or removal of directors be
approved by the affirmative vote of the holders of not less than 75% of the
shares having voting power with respect to such proposal.
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<PAGE> 10
Cardinal's board may fill any vacancy on the board with an individual
who shall serve until the Cardinal shareholders hold an election to fill the
vacancy. The purpose of these provisions is to prevent directors from being
removed from office prior to the expiration of their respective terms, thus
protecting the safeguards inherent in the classified board structure unless
dissatisfaction with the performance of one or more directors is widely shared
by Cardinal shareholders. However, these provisions could also have the effect
of increasing from one year to two or three years (depending upon the number of
common shares held) the amount of time required for an acquiror to obtain
control of Cardinal by electing a majority of the board, and may also make the
removal of incumbent management more difficult and discourage or render more
difficult certain mergers, tender offers, proxy contests, or other potential
takeover proposals. To the extent that these provisions have the effect of
giving management more bargaining power in negotiations with a potential
acquiror, they could result in management using the bargaining power not only
to try to negotiate a favorable price for an acquisition, but also to negotiate
more favorable terms for management.
CERTAIN ANTI-TAKEOVER PROVISIONS OF OHIO LAW
Chapter 1704 of the Ohio Revised Code (the "Ohio Law") provides
generally that any person who acquires 10% or more of a corporation's voting
stock (thereby becoming an "interested shareholder") may not engage in a wide
range of "business combinations" with the corporation for a period of three
years following the date the person became an interested stockholder, unless the
directors of the corporation have approved the transactions or the interested
shareholder's acquisition of shares of the corporation prior to the date the
interested shareholder became a shareholder of the corporation. These
restrictions on interested shareholders do not apply under certain
circumstances, including, but not limited to, the following: (i) if the
corporation's original articles of incorporation contain a provision expressly
electing not to be governed by Chapter 1704 of the Ohio Law; (ii) if the
corporation, by action of its shareholders, adopts an amendment to its articles
of incorporation expressly electing not to be governed by such section; or
(iii) if, on the date the interested shareholder became a shareholder of the
corporation, the corporation did not have a class of voting shares registered or
traded on a national securities exchange. The Cardinal articles do not contain a
provision electing not to be governed by Chapter 1704.
Under Section 1701.831 of the Ohio Law, unless the articles of
incorporation or regulations of a corporation otherwise provide, any "control
share acquisition" of an "issuing public corporation" can be made only with the
prior approval of the corporation's shareholders. A "control share acquisition"
is defined as any acquisition of shares of a corporation that, when added to all
other shares of that corporation owned by the acquiring person, would enable
that person to exercise levels of voting power in any of the following ranges:
at least 20% but less than 33 1/3%, at least 33 1/3% but less than 50%, or 50%
or more. The regulations expressly provide that the provisions of Section
1701.831 of the Ohio Law do not apply to Cardinal.
LEGAL MATTERS
Unless otherwise indicated in a prospectus supplement, the validity of
the common shares will be passed upon for Cardinal by Baker & Hostetler LLP,
Cleveland, Ohio.
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<PAGE> 11
EXPERTS
The supplemental consolidated financial statements and the related
supplemental consolidated financial statement schedule of Cardinal and its
consolidated subsidiaries as of June 30, 1998 and 1997, and for each of the
three years in the period ended June 30, 1998, have been incorporated in this
prospectus by reference from Cardinal's Current Report on Form 8-K/A filed
March 18, 1999 (the "Form 8-K/A"). Such supplemental consolidated financial
statements and schedule of Cardinal and its subsidiaries, except the financial
statements of Allegiance Corporation ("Allegiance") and of R.P. Scherer
Corporation ("Scherer"), for each of the three years in the period ended June
30, 1998, and of Pyxis Corporation ("Pyxis") and of Owen Healthcare, Inc.
("Owen"), for the year ended June 30, 1996, have been audited by Deloitte &
Touche LLP as stated in their report (which report expresses an unqualified
opinion that such supplemental consolidated financial statements are in
conformity with generally accepted accounting principles applicable after
consolidated financial statements are issued for a period which includes the
date of consummation of the business combination of Cardinal and Allegiance)
which is incorporated in this prospectus by reference from the Form 8-K/A. The
financial statements of Allegiance and of Scherer for each of the three years
in the period ended June 30, 1998 and of Pyxis and of Owen for the year ended
June 30, 1996 have been audited by PricewaterhouseCoopers LLP, Arthur Andersen
LLP, Ernst & Young LLP and Price Waterhouse LLP, respectively, as stated in
their reports which are incorporated in this prospectus by reference from the
Form 8-K/A. Such supplemental consolidated financial statements of Cardinal and
its consolidated subsidiaries are incorporated herein by reference in reliance
upon the respective reports of such firms given upon their authority as experts
in accounting and auditing. All of the foregoing firms are independent
auditors.
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================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED IN THIS PROSPECTUS OR
INCORPORATED INTO IT BY REFERENCE. CARDINAL HAS NOT AUTHORIZED ANYONE ELSE TO
PROVIDE YOU WITH DIFFERENT INFORMATION. CARDINAL IS NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. INFORMATION IS
ACCURATE ONLY AS OF THE DATE OF THE DOCUMENTS CONTAINING THE INFORMATION, UNLESS
THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.
------------------
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE.......... 2
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS..................... 3
THE COMPANY.............................................................. 5
RISK FACTORS............................................................. 6
ACQUISITION TERMS........................................................ 7
DESCRIPTION OF CAPITAL STOCK............................................. 8
CERTAIN ANTI-TAKEOVER PROVISIONS OF OHIO LAW............................. 9
LEGAL MATTERS............................................................ 9
EXPERTS.................................................................. 10
================================================================================
================================================================================
10,000,000 SHARES
CARDINAL HEALTH, INC.
COMMON SHARES
----------------
PROSPECTUS
----------------
[CARDINAL HEALTH, INC. LOGO]
April 7, 1999
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 Registrant's Restated Code of Regulations ("Code of
Regulations"), as amended, contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Registrant'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 Registrant or the shareholders of the
Registrant 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 Registrant; (b) in any
action, suit, or proceeding by or in the right of the Registrant, they were not,
and have not been adjudicated to have been, negligent or guilty of misconduct in
the performance of their duties to the Registrant; and (c) with respect to any
criminal action or proceeding, 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, 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
Registrant does not know of any such threatened material claims, actions, suits,
or proceedings which may result in a request for such indemnification.
The Registrant 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 Registrant's Code of Regulations
and assure that this indemnity will continue to be provided; (ii) provide that
if the Registrant does not maintain directors' and officers' liability
insurance, the Registrant will, in effect, become a self-insurer of the
coverage; (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, penalties, and settlement amounts paid
or incurred by them in any action or proceeding, including any action by or in
the right of the Registrant, on account of their service as a director, officer,
employee, or agent of the Registrant or at the request of the Registrant 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 the executive officer or director agrees to
reimburse the Registrant for that advancement if it is ultimately determined
that the executive officer or director is not entitled to 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 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 Registrant or its subsidiaries (but in no
event earlier than the time such entity became a subsidiary of the Registrant);
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 agreement.
The Registrant maintains a directors' and officers' insurance policy
which insures the directors and officers of the Registrant from claims arising
out of alleged wrongful acts by such persons in their respective capacities as
directors and officers of the Registrant.
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ITEM 21. LIST OF EXHIBITS.
EXHIBIT
3.01 Amended and Restated Articles of Incorporation of the Registrant, as
amended. (1)
3.02 Restated Code of Regulations of the Registrant. (1)
4.01 Specimen Certificate for the Registrant's common shares.*
4.02 Indenture dated as of May 1, 1993 between the Registrant and Bank One,
Indianapolis, NA relating to the Registrant's 6-1/2% Notes Due 2004 and
6% Notes Due 2006. (2)
4.03 Indenture dated as of April 18, 1997 between the Registrant and Bank One,
Columbus, NA, Trustee, relating to the Registrant's 6-1/4% Notes Due
2008. (3)
4.04 Indenture dated January 1, 1994 between R.P. Scherer Corporation and
Comerica Bank, Trustee; First Supplemental Indenture by and among R.P.
Scherer International Corporation, R.P. Scherer Corporation and the
Trustee dated February 28, 1995; and Second Supplemental Indenture by and
among R.P. Scherer Corporation, the Registrant and the Trustee dated as
of August 7, 1998. (4)
4.05 Indenture dated as of October 1, 1996 between Allegiance Corporation and
PNC Bank, Kentucky, Inc. ("PNC"), Trustee; and First Supplemental
Indenture dated as of February 3, 1999 by and among Allegiance
Corporation, the Registrant and Chase Manhattan Trust Company National
Association (as successor in interest to PNC), Trustee.*
Other long-term debt agreements of the Registrant are not filed pursuant
to Item 601(b)(4)(iii)(A) of Regulation S-K and the Registrant agrees to furnish
copies of such agreements to the SEC upon its request.
5.01 Opinion of Baker & Hostetler LLP as to legality of the common shares
being registered.
23.01 Consent of Deloitte & Touche LLP.
23.02 Consent of Ernst & Young LLP.
23.03 Consent of PricewaterhouseCoopers LLP.
23.04 Consent of Arthur Andersen LLP.
23.05 Consent of PricewaterhouseCoopers LLP.
23.06 Consent of Baker & Hostetler LLP (included in Exhibit 5.01).
24.01 Powers of Attorney.*
- ------------------
* Previously filed.
(1) Included as an exhibit to the Registrant's Current Report on Form 8-K filed
November 24, 1998 (SEC File No. 0-12591) and incorporated herein by
reference.
(2) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994 (SEC File No. 0-12591) and incorporated
herein by reference.
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(3) Included as an exhibit to the Registrant's Current Report on Form 8-K (SEC
File No. 0-12591) filed with the SEC on April 21, 1997 and incorporated
herein by reference.
(4) Included as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998 (SEC File No. 0-12591) and incorporated
herein by reference.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the time shall be deemed to be the initial bona
fide offering thereof.
(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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered thereby, and for
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities
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(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 of 1933 and will be governed by the final
adjudication of such.
(d)(1) That, prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) That every prospectus (i) that is filed pursuant to paragraph
(d)(1) immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, 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.
(e) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(f) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused Amendment No. 1 to 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 6th day of April, 1999.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
--------------------------
Robert D. Walter, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, Amendment
No. 1 to this Registration Statement has been signed by the following persons
in the capacities indicated on the 6th day of April, 1999.
Signature Title
- --------- -----
/s/ Robert D. Walter Chairman, Chief Executive Officer
- -------------------------- and Director (principal executive officer)
Robert D. Walter
/s/ Richard J. Miller Corporate Vice President, Chief Financial
- -------------------------- Officer, Acting Controller and Principal
Richard J. Miller Accounting Officer (principal financial
and accounting officer)
* Director
- --------------------------
Silas S. Cathcart
* Director
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John F. Finn
* Director
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Robert L. Gerbig
* Director
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John F. Havens
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* Director
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Regina E. Herzlinger
* Director
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John C. Kane
* Director
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Lester B. Knight
* Director
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J. Michael Losh
* Director
- ------------------------------
George R. Manser
* Director
- ------------------------------
John B. McCoy
* Director
- ------------------------------
Michael D. O'Halleran
* Director
- ------------------------------
Jerry E. Robertson
* Director
- ------------------------------
L. Jack Van Fossen
* Director
- ------------------------------
Melburn G. Whitmire
* By: /s/ Brendan A. Ford
-------------------------
Brendan A. Ford
Attorney-in-Fact
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Exhibit 5.01
April 7, 1999
Cardinal Health, Inc.
5555 Glendon Court
Dublin, Ohio 43016
Ladies and Gentlemen:
We have acted as special counsel to Cardinal Health, Inc., an Ohio
corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-4, as amended (the "Registration Statement"),
filed under the Securities Act of 1933, as amended (the "Securities Act"), with
the Securities and Exchange Commission (the "Commission") with respect to the
registration under the Securities Act of 10,000,000 of its Common Shares,
without par value (the "Shares").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents
as we have deemed necessary for the purposes of rendering this opinion,
including, without limitation: (i) the Registration Statement; (ii) a specimen
certificate representing the Shares; (iii) the Amended and Restated Articles of
Incorporation of the Company; (iv) the Restated Code of Regulations of the
Company; and (v) certain resolutions of the Executive Committee of the Board of
Directors of the Company relating to the transactions contemplated by the
Registration Statement and related matters (the "Resolutions").
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinion expressed herein which we did not independently establish or
verify, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; (ii) the Shares are
issued in a manner consistent with the Resolutions and the Registration
Statement and pursuant to resolutions of the Board of Directors of the Company
or an appropriate committee thereof with respect to the particular transactions
in which the Shares are to be issued; (iii) the certificates representing the
Shares in the form of the specimen certificate examined by us have been manually
signed by an authorized officer of the transfer agent and registrar for the
Shares and registered by such transfer agent and registrar and delivered against
receipt of the consideration therefor as contemplated by the Registration
Statement and any prospectus supplement relating thereto, the issuance of the
Shares will have been duly authorized, and the Shares will be validly issued,
fully paid and non-assessable.
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Cardinal Health, Inc.
April 7, 1999
Page 2
This opinion is limited to the laws of the State of Ohio. We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Baker & Hostetler LLP
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EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1
to Registration Statement No. 333-74761 of Cardinal Health, Inc. on Form S-4 of
our report dated August 12, 1998, except for the second paragraph of Note 11
as to which the date is November 23, 1998 and the first paragraph of Note 2 and
of Note 18 as to which the date is March 16, 1999 (which report expresses
an unqualified opinion that such financial statements are in conformity with
generally accepted accounting principles applicable after consolidated
financial statements are issued for a period which includes the date of
consummation of the business combination of Cardinal Health, Inc. and
Allegiance Corporation), appearing in Cardinal Health, Inc.'s Current Report on
Form 8-K/A filed March 18, 1999, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
- ------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
April 2, 1999
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Exhibit 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in Amendment No. 1 to the Registration Statement
(Form S-4 No. 333-74761) of Cardinal Health, Inc. of our report, with respect
to the consolidated financial statements of Pyxis Corporation (not presented)
dated August 2, 1996, appearing in the Current Report on Form 8-K/A of Cardinal
Health, Inc. filed March 18, 1999.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
April 2, 1999
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EXHIBIT 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to Registration Statement
No. 333-74761 on Form S-4 of Cardinal Health, Inc. of our report dated
January 30, 1997 related to the financial statements of Owen Healthcare, Inc.
which appears on page 6 of Cardinal Health, Inc.'s Current Report on Form 8-K/A
filed March 18, 1999. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
April 2, 1999
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EXHIBIT 23.04
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Registration Statement No. 333-74761 of
Cardinal Health, Inc. on Form S-4 of our report with respect to R.P. Scherer
Corporation dated April 27, 1998 (except with respect to the matter discussed in
Note 16, as to which the date is May 17, 1998) included in the Current Report on
Form 8-K/A (Amendment No. 1, dated March 18, 1999) of Cardinal Health, Inc. and
to all references to our Firm included in this registration statement.
/ signed / ARTHUR ANDERSEN LLP
Detroit, Michigan
April 2, 1999.
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Exhibit 23.05
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Cardinal Health,
Inc. of our report dated March 16, 1999, relating to the Allegiance Corporation
consolidated financial statements, which appears on page 7 of the Current Report
on Form 8-K/A (Amendment No. 1) of Cardinal Health, Inc., filed March 18, 1999,
which is incorporated by reference in this Prospectus constituting part of this
Registration Statement on Form S-4. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 8 of such Form 8-K/A (Amendment No. 1) of Cardinal Health, Inc. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
Pricewaterhousecoopers LLP
Chicago, Illinois
April 5, 1999
