As filed with the Commission on May 24, 1996.
REGISTRATION NO. 333-___________
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 Identification No.)
incorporation or organization)
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
________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
Common Stock 1,500,000 shares $16.625 (2) $24,937,500 (2) $8,600 (2)
</TABLE>
(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 New York Stock Exchange on May 20, 1996, which was
$16.625 per share.
The Registrant's Registration Statement on Form S-8 (Registration No. 33-
64828) is incorporated herein by reference.
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 16th day of
May, 1996.
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.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ William E. Bindley Chairman of the Board and President May 16, 1996
William E. Bindley (Principal Executive Officer); Director
/s/ Thomas J. Salentine Executive Vice President and Chief Financial May 16, 1996
Thomas J. Salentine Officer (Principal Financial and Accounting
Officer); Director
/s/ K. Clay Smith Director May 16, 1996
K. Clay Smith
/s/ Robert L. Koch, II Director May 16, 1996
Robert L. Koch, II
/s/ James K. Risk, III Director May 16, 1996
James K. Risk, III
/s/ J. Timothy McGinley Director May 16, 1996
J. Timothy McGinley
/s/ Michael D. McCormick Director May 16, 1996
Michael D. McCormick
Director May __, 1996
William F. Bindley, II
/s/ Keith W. Burks Director May 16, 1996
Keith W. Burks
Director May __, 1996
Seth B. Harris
/s/ Thomas G. Slama, M.D. Director May 16, 1996
Thomas G. Slama, M.D.
</TABLE>
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 28, 1996 appearing on page F-
1 of Bindley Western Industries, Inc. Annual Report on Form 10-K for the year
ended December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Indianapolis, Indiana
May 22, 1996
INDEX TO EXHIBITS
Page No.
Exhibit This
No. Description of Exhibit Filing
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 last amended
February 8, 1996
4-C 5(i) 1993 Stock Option and Incentive Plan of Registrant
(ii) First Amendment to 1993 Stock Option and Incentive Plan
(iii) Second Amendment 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.
_______________
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 3-B to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 is incorporated by
reference.
5 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.
Exhibit 4-C(ii)
FIRST AMENDMENT TO
BINDLEY WESTERN INDUSTRIES, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, the Board of Directors of Bindley Western Industries, Inc. (the
"Company") adopted the Bindley Western Industries, Inc. 1993 Stock Option and
Incentive Plan (the "Plan") on March 18, 1993; and
WHEREAS, the Plan was approved by the shareholders of the Company on May 20,
1993; and
WHEREAS, the Company now desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4 of the Plan is hereby amended to read in its entirety as follows:
4. PARTICIPANTS. The Committee may select from time to time Participants
in the Plan from those officers and key employees of the Company or its
Affiliates who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the
Company or its Affiliates; provided, however, no Participant shall after the
date of this Amendment receive Awards in excess of 100,000 Shares during any
calendar year.
2. Section 5 of the Plan is hereby amended to read in its entirety as follows:
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 10 hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is 1,500,000 Shares. The Shares with respect to
which Awards may be made under the Plan may either be authorized and unissued
shares or unissued shares heretofore or hereafter reacquired and held as
treasury shares. An Award shall not be considered to have been made under
the Plan with respect to any Option which terminates or is surrendered for
cancellation or with respect to Restricted Stock which is forfeited (so long
as any cash dividends paid on such shares are also forfeited), and new Awards
may be granted under the Plan with respect to the number of Shares as to
which such termination or forfeiture has occurred.
3. Section 7 of the Plan is hereby amended to read in its entirety as follows:
7. EXERCISE OF OPTIONS.
(a) Except as provided in Section 13, an Option granted under the Plan
shall be exercisable during the lifetime of the Participant to whom such
Option was granted only by such Participant, and except as provided in
paragraphs (c), (d) and (e) of this Section 7, no such Option may be
exercised unless at the time such Participant exercises such Option, such
Participant has maintained Continuous Service since the date of the grant of
such Option.
(b) To exercise an Option under the Plan, the Participant shall give
written notice to the Company (which shall specify the number of Shares with
respect to which such Participant elects to exercise such Option) together
with full payment of the Exercise Price. The date of exercise shall be the
date on which such notice is received by the Company. Payment shall be made
either (i) in cash (including check, bank draft or money order) or (ii) by
delivering (A) Shares already owned by the Participant and having a Market
Value on the date of exercise equal to the applicable Exercise Price, or
(B) a combination of cash and such Shares.
(c) If the Continuous Service of a Participant is terminated for cause, or
voluntarily by the Participant for any reason other than death, disability or
retirement, all rights under any Option of such Participant shall expire
immediately upon such cessation of Continuous Service. If the Continuous
Service of a Participant is terminated by reason of death, disability or
retirement, such Participant may exercise such Option, but only to the extent
such Participant was entitled to exercise such Option at the date of such
cessation, at any time during the remaining term of such Option, or, in the
case of Incentive Stock Options, during such shorter period as the Committee
may determine and so provide in the applicable instrument or instruments
evidencing the grant of such Option. If a Participant shall cease to
maintain Continuous Service for any reason other than those set forth above
in this paragraph (c) of this Section 7, such Participant may exercise such
Option to the extent that such Participant was entitled to exercise such
Option at the date of such cessation but only within the period of three (3)
months immediately succeeding such cessation of Continuous Service, and in no
event after the expiration date of the subject Option; provided, however,
that such right of exercise after cessation of Continuous Service shall not
be available to a Participant if the Company otherwise determines and so
provides in the applicable instrument or instruments evidencing the grant of
such Option.
(d) In the event of the death of a Participant while in the Continuous
Service of the Company or an Affiliate, the person to whom any Option held by
the Participant at the time of his death is transferred by will or by the
laws of descent and distribution may exercise such Option on the same terms
and conditions that such Participant was entitled to exercise such Option.
Following the death of any Participant to whom an Option was granted under
the Plan, the Committee, as an alternative means of settlement of such
Option, may elect to pay to the person to whom such Option is transferred the
amount by which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the
number of Shares with respect to which such Option is properly exercised.
Any such settlement of an Option shall be considered an exercise of such
Option for all purposes of the Plan.
(e) Notwithstanding the provisions of the foregoing paragraphs of this
Section 7, the Committee may, in its sole discretion, establish different
terms and conditions pertaining to the effect of the cessation of Continuous
Service, to the extent permitted by applicable federal and state law.
4. Section 13 of the Plan is hereby amended to read in its entirety as
follows:
13. ASSIGNMENTS AND TRANSFERS. Except as otherwise determined by the
Committee, no Award nor any right or interest of a Participant under the Plan in
any instrument evidencing any Award under the Plan may be assigned, encumbered
or transferred except, in the event of the death of a Participant, by will or
the laws of descent and distribution.
5. Section 18 of the Plan is hereby amended to read in its entirety as
follows:
18. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may at any
time terminate, and may at any time and from time to time and in any respect
amend or modify, the Plan; provided however, that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Section 422 of the
Code (or any other applicable law or regulation, including requirements of any
stock exchange or NASDAQ system on which the Common Stock is listed or quoted)
shareholder approval of any Plan Amendment shall be obtained in such a manner
and to such a degree as is required by the applicable law or regulation; and
provided further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Participant to whom the Award was granted or
transferee of the Award.
6. This First Amendment to the Plan shall become effective upon its adoption
by the Board of Directors and shareholders of the Company.
ADOPTED BY THE BOARD OF DIRECTORS OF BINDLEY
WESTERN INDUSTRIES, INC. AS OF MARCH 22, 1994
ADOPTED BY THE SHAREHOLDERS OF BINDLEY WESTERN
INDUSTRIES, INC. AS OF MAY 19, 1994
SECOND AMENDMENT TO
BINDLEY WESTERN INDUSTRIES, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, the Board of Directors of Bindley Western Industries, Inc. (the
"Company") adopted the Bindley Western Industries, Inc. 1993 Stock Option and
Incentive Plan (the "Plan") on March 18, 1993; and
WHEREAS, the Plan was approved by the shareholders of the Company on May 20,
1993; and
WHEREAS, the Plan was amended by the Board of Directors and the shareholders
of the Company, effective as of May 19, 1994; and
WHEREAS, the Company now desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 5 of the Plan is hereby amended to read in its entirety as
follows:
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 10 hereof, the maximum number of Shares with respect to which
Awards may be made under the Plan is 3,000,000 Shares. The Shares with
respect to which Awards may be made under the Plan may either be
authorized and unissued shares or unissued shares heretofore or hereafter
reacquired and held as treasury shares. An Award shall not be considered
to have been made under the Plan with respect to any Option which
terminates or is surrendered for cancellation or with respect to
Restricted Stock which is forfeited (so long as any cash dividends paid on
such shares are also forfeited), and new Awards may be granted under the
Plan with respect to the number of Shares as to which such termination or
forfeiture has occurred.
2. This Second Amendment to the Plan shall become effective upon its adoption
by the Board of Directors and shareholders of the Company.
ADOPTED BY THE BOARD OF DIRECTORS OF BINDLEY
WESTERN INDUSTRIES, INC. AS OF DECEMBER 8, 1995
ADOPTED BY THE SHAREHOLDERS OF BINDLEY
WESTERN INDUSTRIES, INC. AS OF MAY 16, 1996
Exhibit 4-C(iii)
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
May 24, 1996
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
1,500,000 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,
/s/ Baker & Daniels
BAKER & DANIELS
Exhibit 5
