As filed with the Securities and Exchange Commission on March 25, 1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERISOURCE HEALTH CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-2546940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
300 Chester Field Parkway
Malvern, PA 19355
(610) 296-4480
(Address of principal executive offices)
AMERISOURCE CORPORATION EMPLOYEE INVESTMENT PLAN
(Full title of the plan)
TERESA T. CICCOTELLI, ESQUIRE
300 Chester Field Parkway
Malvern, PA 19355
(Name and address of agent for service)
(610) 296-4480
(Telephone number, including area code, of agent for service)
Copy to:
JAMES W. McKENZIE, JR.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-4852
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 1,000,000 $31.625 $31,625,000 $10,906
par value $.01 per share
===================================================================================================================================
</TABLE>
(1) This registration statement covers shares of Class A Common Stock of
AmeriSource Health Corporation which may be offered or sold pursuant to
the AmeriSource Corporation Employee Investment Plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate registration fee is
required with respect to the interests in the plan. This registration
statement also relates to an indeterminate number of shares of Common
Stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for a share of Class A Common
Stock on March 18, 1996, as reported on the Nasdaq National Market.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum
aggregate offering price per 2900.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by AmeriSource Health Corporation (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's latest annual report, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Class A Common Stock of the Company
contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company or the
AmeriSource Corporation Employee Investment Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation, as amended (the "Charter")
provides that directors of the Company shall be entitled to all limitations on
the liability of directors available under the Delaware General Corporation Law
(the "DGCL"). Further, the Charter provides that a director shall not be liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
by the director not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) acts described under Section 174 of the DGCL
relating to the declaration of dividends and purchase or redemption of shares in
violation of the DGCL or (iv) for any transaction from which a director derived
an improper personal benefit. In addition, Section 145 of the DGCL and Article
IV of the Company's Bylaws under certain circumstances, provide for the
indemnification of the Company's officers and directors against liabilities
which they may incur in such capacities.
II-1
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In general, any officer or director of the Company shall be indemnified
by the Company against expenses including attorneys' fees, judgments, fines and
settlements actually and reasonably incurred by that person in connection with a
legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action by or in the right of the Company,
if the officer or director acted in good faith, and in the manner believed to be
in or not opposed to the Company's best interest, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. Such indemnity is limited to the extent that (i) such person is
not otherwise indemnified and (ii) such indemnifications not prohibited by the
DGCL or any other applicable law.
Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Company only as authorized in the specific case upon
the determination that indemnification of the director or officer is proper in
the circumstances because that person has met the applicable standard of conduct
set forth above. Such determination shall be made (i) by the Board of Directors
by a majority vote of a quorum of disinterested directors who are not parties to
such action or (ii) if such quorum is not obtainable or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion. To the extent that a director or officer of the Company shall
be successful in prosecuting an indemnity claim, the reasonable expenses of any
such person and the fees and expenses of any special legal counsel engaged to
determine the possibility of indemnification shall be borne by the Company.
Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that person is not entitled to be
indemnified by the Company as authorized by the Bylaws.
The indemnification and advancement of expenses provided by, or granted
pursuant to Article IV of the Bylaws is not deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.
The Board of Directors has the power to authorize the Company to
purchase and maintain insurance on behalf of the Company and others to the
extent that power to do so has not been prohibited by the DGCL, create any fund
to secure any of its indemnification obligations and give other indemnification
to the extent permitted by law. The obligations of the Company to indemnify a
director or officer under Article IV of the Bylaws is a contract between the
Company and such director or officer and no modification or repeal of the Bylaws
shall detrimentally affect such officer or director with regard to that person's
acts or omissions prior to such amendment or repeal.
The Company has also purchased insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
II-2
<PAGE>
Exhibit
Number Exhibit
5.1 Opinion of Morgan, Lewis & Bockius LLP.
5.2 Internal Revenue Service Determination Letter received from
the Internal Revenue Service on February 16, 1995. The
Registrant undertakes that it will cause to be submitted any
amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included
within Exhibit 5.1).
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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
II-3
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
II-4
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 Valley Forge, Commonwealth of Pennsylvania on
March 25, 1996.
AMERISOURCE HEALTH CORPORATION
By: /s/Kurt J. Hilzinger
-----------------------------
Kurt J. Hilzinger
Vice President, Chief Financial
Officer and Treasurer
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the AmeriSource Corporation Benefits Committee has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania, on March
25, 1996.
AMERISOURCE CORPORATION
EMPLOYEE INVESTMENT PLAN
By: AMERISOURCE CORPORATION
BENEFITS COMMITTEE
By: /s/John A. Aberant
----------------------------------
Chairman of the Benefits Committee
S-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/John F. McNamara Chairman of the Board, President March 25, 1996
- --------------------- and Chief Executive Officer
John F. McNamara (Principal Executive Officer)
- --------------------- Director March __, 1996
Bruce C. Bruckmann
/s/ Michael A. Delaney
- --------------------- Director March 25, 1996
Michael A. Delaney
/s/ Richard C. Gozon
- --------------------- Director March 25, 1996
Richard C. Gozon
/s/ Lawrence C. Karlson
- ----------------------- Director March 25, 1996
Lawrence C. Karlson
/s/ George Strong
- --------------------- Director March 25, 1996
George Strong
/s/ James A. Urry
- --------------------- Director March 25, 1996
James A. Urry
- --------------------- Director March __, 1996
Barton J. Winokur
/s/Kurt J. Hilzinger Vice President, Chief March 25, 1996
- --------------------- Financial Officer and
Kurt J. Hilzinger Treasurer (Principal Financial
and Accounting Officer)
</TABLE>
S-2
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AMERISOURCE HEALTH CORPORATION
INDEX TO EXHIBITS
Exhibit Number Document
-------------- --------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
5.2 Internal Revenue Service Determination Letter received
from the Internal Revenue Service on February 16,
1995.
23.1 Consent of Ernst & Young LLP.
EXHIBIT 5.1
March 25, 1996
AmeriSource Health Corporation
300 Chester Field Parkway
Malvern, PA 19355
Ladies and Gentlemen:
We have acted as counsel to AmeriSource Health Corporation, a Delaware
corporation (the "Company"), in connection with the registration of up to
1,000,000 shares (the "Shares") of its Class A Common Stock, $.01 par value per
share (the "Common Stock"), on a registration statement on Form S-8 (the
"Registration Statement") filed pursuant to the Securities Act of 1933, as
amended (the "Act"). The Shares will be issued pursuant to the AmeriSource
Corporation Employee Investment Plan (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000 Employer Identification Number:
23-2353106
Date: File Folder Number:
521023571
AMERISOURCE CORPORATION Person to Contact:
c/o ROBERT L. ABRAMOWITZ, ESQUIRE MARTIN A. WEDIN
MORGAN, LEWIS & BOCKIUS LLP Contact Telephone Number:
2000 ONE LOGAN SQUARE (410) 962-0625
PHILADELPHIA, PA 19103-6993 Plan Name:
AMERISOURCE CORPORATION
EMPLOYEE INVESTMENT PLAN
Plan Number: 010
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See Section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements of your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
<PAGE>
AMERISOURCE CORPORATION -2-
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/Paul M. Harrington
---------------------
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
AMERISOURCE CORPORATION -3-
This determination is subject to your adoption of the proposed
amendments submitted in your or your representative's letters dated Oct. 25,
1994 and Feb. 3, 1995. The proposed amendments should be adopted on or before
the date prescribed by the regulations under Code section 401(b).
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the AmeriSource Corporation Employee Investment Plan of
our report dated November 3, 1995, with respect to the consolidated financial
statements and schedules of AmeriSource Health Corporation and subsidiaries
included in its Annual Report (Form 10-K) for the fiscal year ended September
30, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
March 20, 1996
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