As filed with the Commission on April 28, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
BINDLEY WESTERN INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Indiana 84-0601662
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization) Identification No.)
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
(Address of Principal Executive Offices) (Zip Code)
________________
BINDLEY WESTERN INDUSTRIES, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
________________
William E. Bindley
Chairman of the Board
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
(Name and address of agent for service)
(317) 298-9900
(Telephone number, including area code,
of agent for service)
Copies to:
James A. Aschleman, Esq.
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
________________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered share (1) price (1) fee
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $15.125 (2) $7,562,500 (2) $2,608 (2)
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(1) It is impracticable to state the maximum offering
price. Shares offered pursuant to incentive stock options
granted under the Plan are to be offered at not less than the
market value on the date options are granted, and shares
offered pursuant to nonqualified stock options granted under
the Plan may be offered at any price.
(2) Calculated pursuant to Rule 457(c) solely for the
purpose of computing the registration fee, upon the average of
the high and low prices of the Common Stock as reported by the
Nasdaq National Market System on April 26, 1995, which was
$15.125 per share.
<PAGE>
The Registrant s Registration Statement on Form S-8
(Registration No. 33-64828) is incorporated herein by
reference.
<PAGE>
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 of the 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 Indianapolis, State of Indiana, on
the 20th day of April, 1995.
BINDLEY WESTERN INDUSTRIES,
INC.
By /s/ William E. Bindley
William E. Bindley,
President and Chairman of
the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby
constitutes William E. Bindley and Michael D. McCormick, and
each of them singly, such person's true and lawful attorneys,
with full power to them and each of them to sign for such
person and in such person's name and capacity indicated below,
any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorneys to any and all amendments.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William E. Bindley Chairman of the Board April 17, 1995
William E. Bindley and President
(Principal Executive Officer);
Director
/s/ Thomas J. Salentine Executive Vice President April 17, 1995
Thomas J. Salentine and Chief Financial Officer
(Principal Financial and Accounting
Officer); Director
/s/ K. Clay Smith Director April 20, 1995
K. Clay Smith
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Director April __, 1995
Robert L. Koch, II
Director April __, 1995
James K. Risk, III
/s/ J. Timothy McGinley Director April 20, 1995
J. Timothy McGinley
/s/ Michael D. McCormick Director April 14, 1995
Michael D. McCormick
Director April __, 1995
William F. Bindley, II
/s/ Keith W. Burks Director April 14, 1995
Keith W. Burks
Director April __, 1995
Seth B. Harris
</TABLE>
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 27, 1995 appearing on page F-1 of Bindley Western
Industries, Inc. Annual Report on Form 10-K for the year ended
December 31, 1994.
Price Waterhouse LLP
Indianapolis, Indiana
April 17, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page No.
Exhibit This
No. Description of Exhibit Filing
<S> <C> <C>
4-A 1 (i) Amended and Restated Articles of Incorporation
of Registrant . . . . . . . . . . . . . . . . . . . .
2 (ii) Amendment to Restated Articles of Incorporation
increasing number of authorized shares . . . . . . .
3 (iii) Amendment to Restated Articles of Incorporation
establishing terms of Class A Preferred Stock . . . .
4-B 4 (i) Restated By-Laws of Registrant, as Amended . . . .
5 (ii) Amendment to Restated By-Laws increasing to 10 the
number of Directors of Registrant . . . . . . . . . .
4-C 6 (i) 1993 Stock Option and Incentive Plan of Registrant
7 (ii) Amendments to 1993 Stock Option and Incentive Plan
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered. . . . . .
23 The written consent of Price Waterhouse LLP is contained in this
Registration Statement at page 4.
</TABLE>
_______________
1 The copy of this exhibit filed as exhibit number 3-A to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987 is incorporated by reference.
2 The copy of this exhibit filed as exhibit number 4(a)(ii) to
the Company's Registration Statement on Form S-3
(Registration No. 33-45965) is incorporated by reference.
3 The copy of this exhibit filed as exhibit number 1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992 is incorporated by reference.
4 The copy of this exhibit filed as exhibit number 4-B to the
Company's Registration Statement on Form S-3 (Registration
No. 33-45965) is incorporated by reference.
5 The copy of this exhibit filed as exhibit number 3-B(ii) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 is incorporated by reference.
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6 The copy of this exhibit filed as exhibit number 10-E to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992 is incorporated by reference.
7 The copy of this exhibit filed as exhibit number 10-E to the
Company s Annual Report on Form 10-K for the year ended
December 31, 1993 is incorporated by reference.
<PAGE>
BAKER & DANIELS
300 North Meridian Street
Indianapolis, Indiana 46204
(317) 237-0300
April 28, 1995
Bindley Western Industries, Inc.
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
Gentlemen:
We have examined the corporate records and proceedings
of Bindley Western Industries, Inc., an Indiana corporation
("Company"), with respect to (a) the organization of the
Company, and (b) the legal sufficiency of all corporate
proceedings of the Company taken in connection with the
authorization, reservation for issuance, validity and
nonassessability of the additional 500,000 shares of common
stock of the Company ("Common Stock") that may be issued under
the Company's 1993 Stock Option and Incentive Plan (the "1993
Plan"), pursuant to the Company's Registration Statement on
Form S-8 ("Registration Statement"), in connection with which
this opinion is given.
Based upon such examination, we are of the opinion
that:
1. The Company is a duly organized and validly
existing corporation under the laws of the State of Indiana.
2. When the Registration Statement shall have become
effective and the shares of Common Stock offered pursuant
thereto have been issued and sold in accordance with the terms
of the 1993 Plan, such shares will be validly authorized,
legally issued, and fully paid and nonassessable.
Yours very truly,
BAKER & DANIELS
Exhibit 5
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