<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 of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
---------------
CARDINAL HEALTH, INC. DIRECTORS DEFERRED COMPENSATION 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)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
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 60,000 $45.4375 $2,726,250 $760
- ------------------------------------------------------------------------------------------------------------------------
</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
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<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. Directors Deferred Compensation 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
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EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) Specimen Certificate for the Registrant's Class A Common Shares (1)
4(b) Cardinal Health, Inc. Directors Deferred Compensation 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
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EXHIBIT 4(b)
CARDINAL HEALTH, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2000
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CARDINAL HEALTH, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
(THE "PLAN")
I
PURPOSE
-------
Cardinal Health, Inc. and its affiliates (collectively, the "Company")
is willing to provide nonemployee members of its Board of Directors (the
"Board") with the opportunity to defer the payment of their Board fees for
retirement savings purposes. The Company's goal is to retain and reward its
Board members by helping them to accumulate benefits for a comfortable
retirement.
II
ELIGIBILITY
-----------
All members of the Board are eligible to participate in the Plan. If
you elect to participate in the Plan, you will sign a Directors Deferred
Compensation Agreement which details the requirements you must satisfy to be
eligible to receive this supplemental retirement benefit from the Company.
III
DEFERRED COMPENSATION ACCUMULATIONS
A. UNFUNDED NATURE OF PLAN
The Plan is considered to be an "unfunded" arrangement as amounts
generally will not be set aside or held by the Company in a trust, escrow, or
similar account or fiduciary relationship on your behalf. Each participant's
rights to benefits under the Plan are equivalent to the rights of any unsecured
general creditor of the Company. However, the Company may open accounts with one
or more investment companies selected by the Chairman, in his discretion, and
may invest funds subject to this Plan in those investment companies. The Company
also may establish a deferred compensation trust (rabbi or otherwise) in
connection with the Plan. Each participant may be permitted to direct how the
portion of the Company's funds allocable to him or her is invested from among
the available alternatives, if such investment accounts are established. The
Company currently expects any such alternatives to be similar to those available
under its tax-qualified retirement plan for employees, but is not obligated to
make these or any other particular investment options available. If a
participant is permitted to direct how the portion of the Company's funds
allocable to him or her is invested among the available alternatives, the
participant may be permitted to change such direction from time to time;
provided, however, that in no event shall a participant be permitted to change
any investment in a Cardinal Stock Account to any other investment alternative,
except as to future director's fees to be earned as provided below under the
heading "Election to Defer into Common Shares". All investments shall at all
times continue to be a part of the Company's general assets.
B. ACCUMULATIONS
To measure the amount of the Company's obligations to a participant in
this Plan, the Company will maintain a bookkeeping record or account of each
participant's "Accumulations".
You may elect (within 30 days of when you first become eligible to
participate in the Plan for your initial calendar year of participation or, for
subsequent calendar years, not later than the December 31 prior to each such
year) to defer payment of a portion or all of your director's fees to be earned
during the balance of the current or next calendar year, as applicable, as a
credit to your Accumulations. Once made, any such election (including without
limitation the percentage of director's fees to be deferred) shall be
irrevocable for all director's fees earned
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during the calendar year for which the election is made. If you desire, your
election can continue in effect from year to year until you change it, but any
change will be effective only as of the January 1 of the calendar year following
the calendar year in which you change your election. The minimum amount you may
defer is 20% and the maximum is 100% of all fees expected to be paid to you as a
director of the Company.
C. ELECTION TO DEFER INTO COMMON SHARES
Subject to the provisions of this Article III, whenever you make a
deferral election pursuant to the preceding paragraph, you may also elect to
have all or a portion of the deferred fees to be deemed invested in common
shares, without par value ("Common Shares"), of the Company (such deferred fees,
the "Share Election Fees"). On the date when your Share Election Fees would
otherwise be payable to you (if you had not elected to defer such payment) (the
"Payment Date"), the Company will credit to a separate account (your "Cardinal
Stock Account") a number of hypothetical Common Shares (and fractions thereof)
having a Value equal to the Share Election Fees. For purposes of this Plan, the
"Value" of a Common Share on a particular day shall mean the closing price of a
Common Share on the New York Stock Exchange on that day (or, if there is no
trading of the Common Shares on that day, on the most recent previous date on
which trading occurred). Any election made pursuant to this paragraph shall be
irrevocable for all director's fees earned during the calendar year for which
the election is made. Any election made pursuant to this paragraph shall remain
in effect for fees payable in subsequent calendar years unless you deliver a
written notice to the Secretary of the Company setting forth a different
deferral election, which shall be applied to future calendar years until further
written notice is received by the Secretary of the Company pursuant to this
section. Notwithstanding the foregoing, if any deferral election into Common
Shares would make a transaction between the Company and any other entity
ineligible for pooling-of-interests accounting under APB No. 16 that but for the
nature of such deferral would otherwise be eligible for such accounting
treatment, such deferral election shall be treated as a deferral election into
the other available funds pro-rata.
If any recapitalization, reorganization, reclassification,
consolidation, merger of Cardinal Health, Inc. ("Cardinal") or the Company or
any sale of all or substantially all of Cardinal's or the Company's assets to
another person or entity or other transaction which is effected in such a way
that holders of Common Shares are entitled to receive (either directly or upon
subsequent liquidation) stock, securities, or assets with respect to or in
exchange for Common Shares (each an "Organic Change") shall occur, then your
Cardinal Stock Account (if any) shall be adjusted so as to contain such shares
of stock, securities or assets (including cash) as would have been issued or
payable with respect to or in exchange for the number of Common Shares credited
thereto immediately before such Organic Change, if such Common Shares had been
outstanding. If the assets held in your Cardinal Stock Account immediately after
such adjustment are not equity securities, then you shall be permitted to
re-direct the investment thereof into the other investment choices then
available under this Plan.
D. EARNINGS (OR LOSSES)
At least once each calendar year while you have a credit balance in
your Accumulations, the Company will credit your Accumulations with earnings (or
losses), if any, for the period since the last such crediting and determine the
value of your Accumulations at that time. The earnings (or losses) shall be
credited on the basis of the earnings (or losses) allocable to your directed
investments. The Company also reserves the right to adjust the earnings (or
losses) credited to your Accumulations and to determine the value of your
Accumulations as of any date by adjusting such earnings (or losses) or such fair
market value for the Company's tax and other costs of providing this Plan.
In the case of your Cardinal Stock Account (if any), the earnings (or
losses) credited to such account shall consist solely of dividend equivalent
credits pursuant to this paragraph. Whenever a dividend or other distribution is
made with respect to the Common Shares, then your Cardinal Stock Account shall
be credited, on the payment date for such dividend or other distribution (the
"Dividend Payment Date"), with a number of additional Common Shares having a
Value, as of the Dividend Payment Date, based upon the number of Common Shares
deemed to be held in your Cardinal Stock Account as of the record date for such
dividend or other distribution (the "Dividend Record Date"), if such Common
Shares were outstanding. If such dividend or other distribution is in the form
of cash, the number of Common Shares so credited shall be a number of Common
Shares (and fractions thereof) having a Value, as of the Dividend Payment Date,
equal to the amount of cash that would have been distributed with
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<PAGE> 4
respect to the Common Shares deemed to be held in your Cardinal Stock Account as
of the Dividend Record Date, if such Common Shares were outstanding. If such
dividend or other distribution is in the form of Common Shares, the number of
Common Shares so credited shall equal the number of such Common Shares (and
fractions thereof) that would have been distributed with respect to the Common
Shares deemed to be held in your Cardinal Stock Account as of the Dividend
Record Date, if such Common Shares were outstanding. If such dividend or other
distribution is in the form of property other than cash or Common Shares, the
number of Common Shares so credited shall be a number of Common Shares (and
fractions thereof) having a Value, as of the Dividend Payment Date, equal to the
value of the property that would have been distributed with respect to the
Common Shares deemed to be held in your Cardinal Stock Account as of the
Dividend Record Date, if such Common Shares were outstanding. The value of such
property shall be its fair market value as of the Dividend Payment Date,
determined by the Board based upon market trading if available and otherwise
based upon such factors as the Board deems appropriate.
Under the federal income tax rules in effect as of the adoption of this
Plan, the amounts credited to your Accumulations, including earnings, will not
be taxable income to you in the year they are credited to your account. You, or
your beneficiaries in the event of your death, will generally be taxed on these
amounts and the credited earnings only if and when benefits are actually paid to
you or your beneficiaries.
IV
BENEFITS
A. VESTING
All contributions to the Plan will always be 100%
"vested". This means you will always be entitled to receive benefits from your
Accumulations.
B. PAYMENT OF BENEFITS
1. TERMINATION OF BOARD MEMBERSHIP OTHER THAN BY DEATH. You will be
eligible to receive benefits under the Plan upon your termination of
Board membership by reason other than death. Benefits under this
Plan generally will be paid as an annual benefit payable for 5
years. The amount of your benefit will equal the amount necessary to
amortize your total Accumulations over the 5-year period. The amount
payable each year will either be based on an approximately equal
amortization of principal plus actual earnings (or less actual
losses) or an amortization based on an assumed interest rate
declared by the Company from time to time during the period of
distribution.
2. DEATH BENEFITS. In the event of your death while receiving benefit
payments under the Plan, the Company will pay the beneficiary or
beneficiaries designated by you any remaining payments due under the
terms of your Directors Deferred Compensation Agreement, using the
same method of distribution to you in effect at the date of your
death. In the event of death prior to beginning to receive benefits
under the Directors Deferred Compensation Agreement, the Company
will pay benefits to your beneficiary or beneficiaries, beginning as
soon as practicable after your death. In this case, benefits will
generally be paid as an annual benefit payable for 5 years computed
in the same manner as retirement benefits. The Company will provide
you with a Designation of Beneficiary form. If you fail to make a
beneficiary designation, or if your designated beneficiary
predeceases you or cannot be located, any death benefits will be
paid to your estate.
3. PAYMENT ALTERNATIVES. At the Company's election, or upon your
request, benefits may be paid in a lump sum or over a shorter or
longer period of time than the 5 years generally provided hereunder,
as described above. However, no request by you or your beneficiaries
for a different payment method will be binding on the Company, and
any accelerated or deferred payment of benefits shall be made only
in the sole discretion of the Company. In addition, the Company may
alter the payment method in effect from time to time in its
discretion. If the payment method is altered, the amount you or your
beneficiaries will receive will be computed under one of the
alternative methods for determining payment amounts for your
Accumulations, determined by the Company in its discretion. Payments
of
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<PAGE> 5
amounts credited to your Cardinal Stock Account, if any, shall be in
the form of Common Shares plus cash in lieu of any fractional
shares.
4. CHANGE IN CONTROL. If a Change in Control occurs, and your
membership on the Board terminates within the 2-year period
immediately following a Change in Control, then you shall be
entitled to receive your Accumulations in a single lump sum within
30 days of your termination of office, notwithstanding any other
provision of this Plan or your Directors Deferred Compensation
Agreement. Also, following a Change in Control, the Company's
discretion to alter the payment methodology (described in Subsection
3, above) is limited to accelerating your benefits; the Company
cannot, after a Change in Control, defer the commencement of
payments or extend the period of distribution beyond the normal
periods described in the preceding Subsections 1 or 2.
"Change in Control" under this Plan and the Directors Deferred
Compensation Agreement shall mean (i) the purchase or other
acquisition by any person, entity or group of persons (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
1934 ("Act"), or any comparable successor provisions), directly or
indirectly, which results in beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of such person,
entity or group of persons equaling 30 percent or more of either the
outstanding common shares of Cardinal Health, Inc. ("Cardinal") or
the combined voting power of the then-outstanding securities of
Cardinal entitled to vote in the election of directors of Cardinal,
or (ii) the approval by the shareholders of Cardinal of a
reorganization, merger, or consolidation, with respect to which in
each case persons who were shareholders of Cardinal immediately
prior to such reorganization, merger or consolidation do not (solely
because of their common shares of Cardinal owned immediately prior
to such reorganization, merger, or consolidation) immediately
thereafter, own more than 50 percent of the combined voting power
entitled to vote in the election of directors of the
then-outstanding securities of the reorganized, merged or
consolidated company, or (iii) a liquidation or dissolution of
Cardinal, or (iv) the sale of all or substantially all of Cardinal's
assets.
V
MISCELLANEOUS PROVISIONS
------------------------
A. NO RIGHT TO COMPANY ASSETS
As explained previously, this Plan is an unfunded arrangement and the
agreement you will enter into with the Company does not create a trust of any
kind or a fiduciary relationship between the Company and you, your designated
beneficiaries or any other person. To the extent you, your designated
beneficiaries, or any other person acquires a right to receive payments from the
Company under this Plan or your Directors Deferred Compensation Agreement, that
right is no greater than the right of any unsecured general creditor of the
Company.
B. GENERAL RESTRICTIONS
Notwithstanding any other provision of this Plan or any Directors
Deferred Compensation Agreement, the Company shall not be required to issue or
deliver any certificate or certificates for Common Shares under this Plan prior
to fulfillment of all of the following conditions:
(i) Listing or approval for listing upon official notice of issuance
of such shares on the New York Stock Exchange, Inc., or such
other securities exchange as may at the time be a market for the
Common Shares;
(ii) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect
of any such registration or other qualification which the
Chairman shall, in his absolute discretion upon the advice of
counsel, deem necessary or advisable; and
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(iii) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Chairman shall, in his
absolute discretion after receiving the advise of counsel,
determine to be necessary or advisable.
Nothing contained in this Plan shall prevent the Company from adopting
other or additional compensation arrangements for the participants.
C. COMMON SHARES AVAILABLE
The maximum aggregate number of Common Shares which may be credited to
Cardinal Stock Accounts pursuant to this Plan is 60,000. Common Shares issuable
under the Plan may be taken from authorized but unissued shares, treasury
shares, shares held in a trust for purposes of the Plan, or purchased on the
open market. No single participant may acquire under the Plan more than 30,000
Common Shares.
In the event of any stock dividend, stock split, share combination,
corporate separation or division (including, but not limited to, split-up,
spin-off, split-off or distribution to Cardinal's shareholders other than a
normal cash dividend), or partial or complete liquidation, or any other
corporate transaction or event having any effect similar to any of the
foregoing, then the aggregate number of Common Shares reserved for issuance
under the Plan shall be appropriately substituted for new shares or adjusted, as
determined by the Compensation and Personnel Subcommittee in its sole
discretion.
D. MODIFICATION OR REVOCATION
Your Directors Deferred Compensation Agreement will continue in effect
until revoked, terminated, or all benefits are paid. However, the Directors
Deferred Compensation Agreement and this Plan may be amended or revoked at any
time, in whole or in part, by the Company in its sole discretion. Unless you
agree otherwise, you will still be entitled to the benefit, if any, that you
have earned through the date of any amendment or revocation. Such benefits will
be payable at the times and in the amounts provided for in the Directors
Deferred Compensation Agreement, or the Company may elect to accelerate
distribution and immediately pay all amounts due.
E. RIGHTS PRESERVED
Nothing in the Directors Deferred Compensation Agreement or this Plan
gives any director the right to continue to hold such office. The relationship
between you and the Company shall continue to be determined by the applicable
provisions of the governing documents of the Company and by applicable law.
F. CONTROLLING DOCUMENTS
This is merely a summary of the key provisions of the Directors
Deferred Compensation Agreement currently in use by the Company. In the event of
any conflict between the provisions of this Plan and the Directors Deferred
Compensation Agreement, the Directors Deferred Compensation Agreement shall in
all cases control.
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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 60,000
Common Shares, without par value (the "Common Shares"), of the Company pursuant
to awards under the Cardinal Health, Inc. Directors Deferred Compensation 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. Directors Deferred Compensation 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
16
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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
17
