As filed with the Securities and
Exchange Commission on July 31, 1998 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 registrant as specified in its charter)
INDIANA 84-0601662
(State or other jurisdiction
(I.R.S. Employer
of 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)
MICHAEL D. MCCORMICK
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)
COPY TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $30.1563 (3) $30,156,300 (3) $8,896.11 (3)
$0.01 par value
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions. In addition,
pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required to register such additional shares of Common Stock.
(2) 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 the options are
granted, and shares offered pursuant to nonqualified stock options granted
under the Plan may be offered at any price.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the Common Stock as
reported by the NYSE on July 28, 1998, which was $30.1563 per share.
<PAGE>
The Registrant's Registration Statements on Form S-8 (Registration Nos. 33-
64828, 33-58947 and 333-04517) are incorporated herein by reference.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 July 30, 1998.
BINDLEY WESTERN INDUSTRIES, INC.
[CAPTION]
By: /S/ WILLIAM E. BINDLEY
William E. Bindley
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of
William E. Bindley, Michael D. McCormick and Thomas J. Salentine, each with
full power of substitution, to execute in the name and on behalf of such
person any post-effective amendment to this Registration Statement and to
file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement as the
Registrant deems appropriate, and appoints each of William E. Bindley,
Michael D. McCormick and Thomas J. Salentine, each with full power of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ WILLIAM E. BINDLEY Chairman, President, Chief July 30, 1998
William E. Bindley Executive Officer and Director
(Principal Executive Officer)
/S/ WILLIAM F. BINDLEY, II Director July 30, 1998
William F. Bindley, II
/S/ KEITH W. BURKS Executive Vice President July 30, 1998
Keith W. Burks and Director
/S/ SETH B. HARRIS Director July 30, 1998
Seth B. Harris
/S/ ROBERT L. KOCH, II Director July 30, 1998
Robert L. Koch, II
/S/ MICHAEL D. MCCORMICK Executive Vice President, July 30, 1998
Michael D. McCormick General Counsel, Secretary
and Director
/S/ J. TIMOTHY MCGINLEY Director July 30, 1998
J. Timothy McGinley
/S/ JAMES K. RISK, III Director July 30, 1998
James K. Risk, III
/S/ THOMAS J. SALENTINE Executive Vice President, July 30, 1998
Thomas J. Salentine Chief Financial Officer
and Director (Principal
Accounting and Financial
Officer)
/S/ K. CLAY SMITH Director July 30, 1998
K. Clay Smith
Director
Carolyn Y. Woo
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT
Exhibit
NO.
<S> <C>
4.1 (i) Amended and Restated Articles of Incorporation of the
Registrant. (The copy of this Exhibit filed as Exhibit 3-A(i) to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1987 is incorporated herein by reference.)
(ii) Amendment to Restated Articles of Incorporation increasing
number of authorized shares. (The copy of this Exhibit filed as
Exhibit 4(a)(ii) to the Registrant's Registration Statement on Form
S-3 (Registration No. 33-45965) is incorporated herein by
reference.)
(iii) Amendment to Restated Articles of Incorporation establishing
terms of Class A Preferred Stock. (The copy of this Exhibit filed
as exhibit number 1 to the Registrant's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1992 is incorporated herein by
reference.)
(iv) Amendment to Restated Articles of Incorporation increasing
number of authorized shares. (The copy of this Exhibit filed as
Exhibit 4.1(iv) to the Registrant's Registration Statement on Form
S-8 (Registration No. 333-57975) is incorporated herein by
reference.)
4.2 Restated By-Laws of the Registrant, as amended to date. (The copy
of this Exhibit filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-57975) is
incorporated herein by reference.)
4.3 (i) 1993 Stock Option and Incentive Plan of Registrant. (The copy
of this Exhibit filed as Exhibit 10-E to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992 is
incorporated herein by reference.
(ii) First Amendment to the 1993 Stock Option and Incentive Plan of
the Registrant. (The copy of this Exhibit filed as Exhibit 4-C(ii)
to the Registrant's Registration Statement on Form S-8 (Registration
No. 333-04517) is incorporated herein by reference.)
(iii) Second Amendment to the 1993 Stock Option and Incentive Plan
of the Registrant. (The copy of this Exhibit filed as Exhibit 4-
C(iii) to the Registrant's Registration Statement on Form S-8
(Registration No. 333-04517) is incorporated herein by reference.)
(iv) Third Amendment to the 1993 Stock Option and Incentive Plan of
Registrant.
(v) Fourth Amendment to the 1993 Stock Option and Incentive Plan of
Registrant.
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 4.3(IV)
THIRD 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 Plan was further amended by the Board of Directors and
the shareholders of the Company, effective as of May 16, 1996; and
WHEREAS, the Company now desires to further amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. 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, and the Participant shall (unless the
Committee in its sole discretion waives this requirement) repay
to the Company within 10 days the amount of any gain realized by
the Participant upon any exercise within the 90-day period prior
to the cessation of Continuous Service of any Options granted to
such Participant after March 26, 1998. 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.
2. This Third Amendment to the Plan shall become effective upon its
adoption by the Board of Directors of the Company.
ADOPTED BY THE BOARD OF DIRECTORS OF BINDLEY
WESTERN INDUSTRIES, INC. AS OF MARCH 26, 1998
EXHIBIT 4.3(V)
FOURTH 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 Plan was further amended by the Board of Directors and
the shareholders of the Company, effective as of May 16, 1996; and
WHEREAS, the Plan was further amended by the Board of Directors of the
Company on March 26, 1998; and
WHEREAS, the Company now desires to further 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 300,000 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 4,000,000 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, 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.
<PAGE>
3. This Fourth 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 26, 1998
ADOPTED BY THE SHAREHOLDERS OF BINDLEY WESTERN
INDUSTRIES, INC. AS OF MAY 21, 1998
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
July 30, 1998
Bindley Western Industries, Inc.
10333 North Meridian Street, Suite 300
Indianapolis, IN 46290
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Bindley Western Industries, Inc., an
Indiana corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of
the Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 (the "Act"), registering the
offer and sale of up to 1,000,000 shares (the "Incentive Shares") of the
Company's common stock, $0.01 par value (the "Common Stock"), pursuant to
the Bindley Western Industries, Inc. 1993 Stock Option and Incentive Plan
(the "Incentive Plan").
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such
records, documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Incentive
Shares have been duly authorized and, when the Registration Statement shall
have become effective and the Incentive Shares have been issued in
accordance with the Incentive Plan, the Incentive Shares will be validly
issued, fully paid and non-assessable.
Our opinion expressed above is limited to the federal law of the
United States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 2, 1998, which
appears on page 30 of Bindley Western Industries, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Indianapolis, Indiana
July 31, 1998
