<PAGE> 1
As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
CARDINAL HEALTH, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
---------------
CARDINAL HEALTH, INC. INCENTIVE DEFERRED COMPENSATION PLAN, AS AMENDED
(Full title of the plan)
---------------
Steven Alan Bennett
Executive Vice President, General Counsel and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 757-5000
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of registration
registered registered(1) per share(2) price(2) fee(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
without par value 750,000 $45.4375 $34,078,125 $9,475
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
(2) The registration fee has been calculated pursuant to Rule 457(c) and
(h) based on the average of the high and low sale prices on November 3,
1999, of the Registrant's Common Shares as reported on the New York
Stock Exchange.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Annual Report on Form 10-K of the Company for the fiscal
year ended June 30, 1999 filed with the Securities and
Exchange Commission (the "Commission") on September 2, 1999
("Form 10-K");
(b) The information contained in the Company's Proxy Statement
dated September 21, 1999 for its Annual Meeting of
Shareholders held on November 3, 1999 which has been
incorporated by reference in its Form 10-K; and
(c) The description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated August
19, 1994, pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Paul S. Williams, Deputy General Counsel of the Company. Mr.
Williams holds Common Shares of the Company, as well as vested and unvested
options to purchase Common Shares of the Company, and unvested restricted Common
Shares of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 6 of the Company's Restated Code of Regulations ("Code of
Regulations"), as amended and restated, contains certain indemnification
provisions adopted pursuant to authority contained in Section 1701.13(E) of the
Ohio Revised Code. The Company's Code of Regulations provides for the
indemnification of its officers, directors, employees, and agents against all
expenses with respect to any judgments, fines, and amounts paid in settlement,
or with respect to any threatened, pending, or completed action, suit, or
proceeding to which they were or are parties or are threatened to be made
parties by reason of acting in such capacities, provided that it is determined,
either by a majority vote of a quorum of disinterested directors of the Company
or the shareholders of the Company or otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; and (c)
with respect to any criminal action or proceeding, that they had no reasonable
cause to believe that their conduct was unlawful. Section 1701.13(E) provides
that to the extent a director, officer, employee, or agent has been successful
on the merits or otherwise in defense of any such action, suit, or proceeding,
such individual shall be indemnified against expenses reasonably incurred in
connection therewith. At present there are no material claims, actions, suits,
or proceedings pending where indemnification would be required under these
provisions, and the Company does not
2
<PAGE> 3
know of any such threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.
The Company has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under the Company's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
the Company does not maintain directors' and officers' liability insurance, the
Company will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts incurred by them in any action or
proceeding on account of their service as a director, officer, employee, or
agent of the Company, or at the request of the Company as a director, officer,
employee, trustee, fiduciary, manager, member or agent of another corporation,
partnership, trust, limited liability company, employee benefit plan or other
enterprise and; (iv) provide for the mandatory advancement of expenses to the
executive officer or director in connection with the defense of any proceedings,
provided that the executive officer or director agrees to reimburse the Company
for that advancement if it is ultimately determined that the executive officer
or director is not entitled to the indemnification for that proceeding under the
agreement. Coverage under the contracts is excluded: (A) on account of conduct
which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or
willful misconduct; or (B) if a final court of adjudication shall determine that
such indemnification is not lawful; or (C) in respect of any suit in which
judgment is rendered for violations of Section 16(b) of the Securities and
Exchange Act of 1934, as amended, or provisions of any federal, state, or local
statutory law; or (D) on account of any remuneration paid which is finally
adjudged to have been in violation of law; or (E) on account of conduct
occurring prior to the time the executive officer or director became an officer,
director, employee or agent of the Company or its subsidiaries (but in no event
earlier than the time such entity became a subsidiary of Cardinal); or (F) with
respect to proceedings initiated or brought voluntarily by the executive officer
or director and not by way of defense, except for proceedings brought to enforce
rights under the indemnification contract.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) Specimen Certificate for the Registrant's Class A Common
Shares (1)
4(b) Cardinal Health, Inc. Incentive Deferred Compensation Plan,
as amended
5 Opinion of Paul S. Williams as to legality of the Common
Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of PricewaterhouseCoopers LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Paul Williams (included in Opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included in signature page to
Registration Statement)
- -------------------
(1) Included as an exhibit to the Registrant's Registration Statement on
Form S-4 (No. 333-74761) and incorporated herein by reference.
3
<PAGE> 4
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on the 5th day of November,
1999.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
----------------------------------
Robert D. Walter, Chairman
and Chief Executive Officer
Each of the undersigned officers and directors of Cardinal Health,
Inc., an Ohio corporation (the "Company"), which proposes to file with the
Securities and Exchange Commission a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, hereby constitutes and appoints Robert
D. Walter, Steven Alan Bennett, and Brendan A. Ford and each of them, severally,
as his/her attorney-in-fact and agent, with full power of substitution and
resubstitution, in his/her name and on his/her behalf, to sign in any and all
capacities such Registration Statement and any and all amendments (including
pre- or post-effective amendments) and exhibits thereto, and any and all
applications and other documents relating thereto, with full power and authority
to perform and do any and all acts and things whatsoever which any such attorney
or substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute. This Power of Attorney
has been signed in the respective capacities and on the respective dates
indicated below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 5th day of November, 1999.
Signature Title
- --------- -----
/s/ Robert D. Walter
- ---------------------------------- Chairman, Chief Executive Officer
Robert D. Walter and Director (principal executive
officer)
/s/ Richard J. Miller
- ---------------------------------- Corporate Vice President and Chief
Richard J. Miller Financial Officer (principal
financial officer)
/s/ Michael E. Beaulieu
- ---------------------------------- Corporate Vice President, Controller
Michael E. Beaulieu and Principal Accounting Officer
(principal accounting officer)
/s/ Silas S. Cathcart
- ---------------------------------- Director
Silas S. Cathcart
5
<PAGE> 6
/s/ John F. Finn
- ---------------------------------- Director
John F. Finn
/s/ Robert L. Gerbig
- ---------------------------------- Director
Robert L. Gerbig
/s/ John F. Havens
- ---------------------------------- Director
John F. Havens
/s/ Regina E. Herzlinger
- ---------------------------------- Director
Regina E. Herzlinger
/s/ John C. Kane
- ---------------------------------- Director
John C. Kane
/s/ J. Michael Losh
- ---------------------------------- Director
J. Michael Losh
/s/ George R. Manser
- ---------------------------------- Director
George R. Manser
/s/ John B. McCoy
- ---------------------------------- Director
John B. McCoy
/s/ Michael D. O'Halleran
- ---------------------------------- Director
Michael D. O'Halleran
/s/ Jerry E. Robertson
- ---------------------------------- Director
Jerry E. Robertson
/s/ Melburn G. Whitmire
- ---------------------------------- Director
Melburn G. Whitmire
6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) Specimen Certificate for the Registrant's Class A Common Shares (1)
4(b) Cardinal Health, Inc. Incentive Deferred Compensation Plan, as amended
((2),
except for Amendment No. 1, which is filed herewith)
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.
(2) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997 (File No. 0-12591) and incorporated herein
by reference.
7
<PAGE> 1
EXHIBIT 4(b)
AMENDMENT NO. 1 TO
CARDINAL HEALTH, INC.
INCENTIVE DEFERRED COMPENSATION PLAN
(as amended and restated effective July 1, 1997)
Effective as of November 3, 1999, the Cardinal Health, Inc. Incentive
Deferred Compensation Plan, as amended and restated effective July 1, 1997, (the
"Original Plan"), is hereby amended by this Amendment No. 1 as follows:
1. Article II is hereby deleted and replaced in its entirety by the following:
All persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended (each a "Reporting Person"), except
for those Reporting Persons who are not participating in this Plan as
of the date of this Amendment No. 1 and who are parties to an
employment agreement that does not specifically provide for
participation in this Plan, shall automatically be eligible to
participate in the Plan. In addition, the Chairman of Cardinal Health,
Inc. may select, within his sole discretion, other employees eligible
to participate in the Plan. Only high income or key management
employees are eligible for selection by the Chairman. If you are an
eligible Reporting Person or you are chosen by the Chairman to
participate in the Plan, you will sign an Incentive Deferred
Compensation Agreement which details the requirements you must satisfy
to be eligible to receive this supplemental retirement benefit from the
Company. The Chairman will review and determine his selections each
year. Thus, selection in one year does not automatically confer a right
to participant in succeeding years, provided, however, that all
Reporting Persons described above shall at all times during which they
are a Reporting Person be eligible to participate in the Plan. If you
were a participant one year but are not eligible in a succeeding year,
you will still be a participant, but will be treated as "inactive."
2. The first paragraph under Article III is hereby deleted and replaced in its
entirety by the following:
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 the Qualified Plan, 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 (defined below) to any other investment alternative, except as
to future funds allocable to him or her 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.
3. The paragraph describing "Deferral Value" in Article III is hereby deleted in
its entirety and replaced by the following:
Second, to encourage each participant to invest in
his or her own future, you may also elect to defer your compensation
from the Company. You may elect (within 30 days of when you first
become eligible to participate in the Plan for your initial year of
participation or, for subsequent years, not later than the December 31
prior to each such year) to defer payment of a portion of your
compensation
8
<PAGE> 2
to be earned during the balance of the current or next calendar year,
as applicable, as a credit to your Accumulations. Except as set forth
below, the minimum amount you may defer is 1% and the maximum is 20% of
your compensation. Under special circumstances, the Chairman may also
determine, in his discretion, that any participant who is not a
Reporting Person may be periodically eligible to make a special
election after the beginning of the year to defer any compensation for
the remainder of the year which is not yet payable to such participant.
Notwithstanding the foregoing, the Chairman may defer up to a maximum
of 100% of his compensation into the Plan. These voluntary deferrals by
all participants, adjusted for earnings or losses as described below,
are known as the "Deferral Value." The Company may, in its discretion,
establish and change from time to time a maximum limitation on deferral
contributions for participants who are not Reporting Persons.
4. Three new paragraphs are hereby added to the end of Article III which provide
as follows:
ELECTION TO DEFER INTO COMMON SHARES: Subject
to the provisions of this Article III, whenever you make a deferral
election pursuant to the terms of this Plan, you may also elect to have
all or a portion of the Accumulations to be deemed invested in common
shares, without par value ("Common Shares"), of the Company (such
deferred Accumulations, the "Share Election Accumulations"). On the
date when your Share Election Accumulations 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 Accumulations. For
purposes of this Plan, the "Value" of a Common Share on a particular
day shall mean the closing trading 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 Accumulations earned during the calendar year
for which the election is made. Any election made pursuant to this
paragraph shall remain in effect for Accumulations earned 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.
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,
9
<PAGE> 3
as of the Dividend Payment Date, equal to the amount of cash 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 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 Cardinal Board of Directors (the
"Board") based upon market trading if available and otherwise based
upon such factors as the Board deems appropriate.
5. A new sentence is hereby added to the end of Article IV, subparagraph C.5
which provides as follows:
Payments of 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.
6. A new paragraph E is hereby added to Article V entitled "General
Restrictions" which provides as follows:
E. 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
(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.
7. A new paragraph F is hereby added to Article V entitled "Common Shares
Available" which provides as follows:
F. COMMON SHARES AVAILABLE
The maximum aggregate number of Common Shares which
may be credited to Cardinal Stock Accounts pursuant to this Plan is
1,500,000. 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 750,000 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
10
<PAGE> 4
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
Cardinal's Compensation and Personnel Subcommittee in its sole
discretion.
8. Except to the extent otherwise set forth herein, the terms, conditions and
provisions of the Original Plan are unchanged and remain in full force and
effect.
11
<PAGE> 1
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 750,000
Common Shares, without par value (the "Common Shares"), of the Company pursuant
to awards under the Cardinal Health, Inc. Incentive Deferred Compensation Plan,
as amended (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.
12
<PAGE> 1
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
13
<PAGE> 1
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. Incentive Deferred Compensation Plan, as Amended" 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
14
<PAGE> 1
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
15
