As filed with the Securities and
Exchange Commission on August 17, 1999 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.)
8909 PURDUE ROAD
INDIANAPOLIS, INDIANA 46268
(Address of Principal Executive Offices) (Zip Code)
BINDLEY WESTERN INDUSTRIES, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
MICHAEL D. MCCORMICK
8909 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)
(317) 704-4000
(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
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED MAXIMUM OFFERING PROPOSED AMOUNT OF
SECURITIES TO BE PRICE PER SHARE (2) MAXIMUM REGISTRATION
TO BE REGISTERED AGGREGATE FEE
REGISTERED (1) OFFERING
PRICE (2)
<S> <C> <C> <C> <C>
Common 600,000 $18.5938 (3) $11,156,280 $3,101.45
Stock, (3) (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 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 August 13, 1999, which was $18.5938 per share.
<PAGE>
The Registrant's Registration Statement on Form S-8 (Registration No. 333-
75577) is 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 August 13, 1999.
BINDLEY WESTERN INDUSTRIES, INC.
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.
SIGNATURE TITLE DATE
/S/ WILLIAM E. BINDLEY Chairman, President, Chief
William E. Bindley Executive Officer and Director
(Principal Executive Officer) August 13, 1999
/S/ WILLIAM F. BINDLEY, II
William F. Bindley, II Director August 13, 1999
/S/ KEITH W. BURKS Executive Vice President August 13, 1999
Keith W. Burks and Director
/S/ SETH B. HARRIS Director August 13, 1999
Seth B. Harris
/S/ ROBERT L. KOCH, II Director August 13, 1999
Robert L. Koch, II
/S/ MICHAEL D. MCCORMICK Executive Vice President,
Michael D. McCormick General Counsel, Secretary
and Director August 13, 1999
/S/ J. TIMOTHY MCGINLEY Director August 13, 1999
J. Timothy McGinley
/S/ JAMES K. RISK, III Director August 13, 1999
James K. Risk, III
/S/ THOMAS J. SALENTINE Executive Vice President,
Thomas J. Salentine Chief Financial Officer
and Director (Principal
Accounting and Financial
Officer) August 13, 1999
/S/ K. CLAY SMITH Director August 13, 1999
K. Clay Smith
/S/ CAROLYN Y. WOO Director August 13, 1999
Carolyn Y. Woo
<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 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) 1998 Non-Qualified Stock Option Plan of Registrant, as amended
to date. (The copy of this Exhibit filed as Exhibit 10-BB to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 is incorporated herein by reference.)
(ii) Amendment to the Bindley Western Industries, Inc. 1998 Non-
Qualified Stock Option Plan.
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(II)
AMENDMENT TO
BINDLEY WESTERN INDUSTRIES, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
WHEREAS, the Board of Directors of Bindley Western Industries, Inc.
(the "Corporation") adopted the Bindley Western Industries, Inc. 1998 Non-
Qualified Stock Option Plan (the "Plan") on December 11, 1998; and
WHEREAS, the Plan was first amended by the Board of Directors of
the Corporation in certain respects not requiring shareholder approval,
effective as of March 25, 1999; and
WHEREAS, the Corporation now desires to further 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 9 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 1,200,000
Shares, all of which are currently held by the Corporation as
treasury shares. The number of Shares which may be granted under
the Plan to any Participant during any calendar year of the Plan
under Awards shall not exceed 50,000 Shares. The Shares with
respect to which Awards may be made under the Plan may only be
Shares held by the Corporation as treasury shares. The Corporation
shall at all times hold that number of Shares as treasury shares as
would be required to be delivered upon the exercise of all Options
then outstanding under the Plan. With respect to any Option which
terminates or is surrendered for cancellation, new Awards may be
granted under the Plan with respect to the number of Shares as to
which such termination or surrender has occurred.
2. Section 2 of the Plan is amended, in part, to read as follows:
2. DEFINITIONS. The following definitions are applicable to
the Plan:
"Participant" - means any employee of the Corporation or an
Affiliate, other than an officer or director of the Corporation, who is
selected by the Committee to receive an Award.
3. 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 employees of the Corporation 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
Corporation or its Affiliates; provided, however, that the Committee shall
not select as a Participant any individual who is an officer or director of
the Corporation at the time of such selection.
4. This Amendment to the Plan shall become effective upon its
approval by the Board of Directors of the Corporation.
APPROVED BY THE BOARD OF DIRECTORS OF BINDLEY
WESTERN INDUSTRIES, INC. AS OF JULY 22, 1999.
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
August 16, 1999
Bindley Western Industries, Inc.
8909 Purdue Road
Indianapolis, IN 46268
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 600,000 additional shares (the "Option Shares") of the
Company's common stock, $0.01 par value (the "Common Stock"), pursuant to
the Bindley Western Industries, Inc. 1998 Non-Qualified Stock Option Plan,
as amended to date (the "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 Option Shares
have been duly authorized and, when the Registration Statement shall have
become effective and the Option Shares have been issued in accordance with
the Plan, the Option 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 February 24, 1999 relating to the
financial statements of Bindley Western Industries, Inc., which appears in
Bindley Western Industries' Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Indianapolis, Indiana
August 16, 1999
