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As filed with the Securities and Exchange Commission on February 3, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
P.O. Box 959
Valley Forge, PA 19482
(610) 296-4480
(Address of principal executive offices)
1996 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
TERESA T. CICCOTELLI, ESQUIRE
AmeriSource Health Corporation
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, 847,000 $57.25 $48,490,750 $14,305
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
1996 Stock Option Plan and the 1996 Non-Employee Directors Stock Option
Plan. 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
January 30, 1998, as reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000295.
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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 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.
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
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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.
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
99.1 1996 Stock Option Plan (incorporated by reference to Appendix C to
Registrant's Proxy Statement dated January 15, 1997 for the Annual
Meeting of Stockholders held on February 11, 1997).
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99.2 1996 Non-Employee Directors Stock Option Plan (incorporated by
reference to Appendix D to Registrant's Proxy Statement dated January
15, 1997 for the Annual Meeting of Stockholders held on February 11,
1997).
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 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.
(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.
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SIGNATURES
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 Malvern, Commonwealth of Pennsylvania on February 2,
1998.
AMERISOURCE HEALTH CORPORATION
By: /s/ Kurt J. Hilzinger
--------------------
Kurt J. Hilzinger
Senior Vice President, Chief Financial
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. David Yost and Kurt J. Hilzinger and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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/ R. David Yost President and Chief Executive February 2, 1998
- ------------------------- Officer, Director
R. David Yost (Principal Executive Officer)
/s/ Lawrence C. Karlson Chairman of the Board February 2, 1998
- -------------------------
Lawrence C. Karlson
/s/ Bruce C. Bruckmann Director February 2, 1998
- -------------------------
Bruce C. Bruckmann
/s/ Michael A. Delaney Director February 2, 1998
- -------------------------
Michael A. Delaney
/s/ Richard C. Gozon Director February 2, 1998
- -------------------------
Richard C. Gozon
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ---------------------------------- -----------------
<S> <C> <C>
/s/ George Strong Director February 2, 1998
- -------------------------
George Strong
/s/ James A. Urry Director February 2, 1998
- -------------------------
James A. Urry
/s/ Barton J. Winokur Director February 2, 1998
- -------------------------
Barton J. Winokur
/s/ Kurt J. Hilzinger Senior Vice President, Chief February 2, 1998
- ------------------------- Financial Officer (Principal
Kurt J. Hilzinger Financial and Accounting Officer)
/s/ Michael D. DiCandilo Vice President and Controller February 2, 1998
- ------------------------- (Principal Accounting Officer)
Michael D. DiCandilo
</TABLE>
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AMERISOURCE HEALTH CORPORATION
INDEX TO EXHIBITS
Exhibit Number Document
- -------------- -----------------------------------------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
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EXHIBIT 5.1
February 2, 1998
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
847,000 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 Company's 1996
Stock Option Plan and the 1996 Non-Employee Directors Stock Option Plan (the
"Plans").
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 Plans, 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
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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 1996 Stock Option Plan and the 1996 Non-Employee
Directors Stock Option Plan of AmeriSource Health Corporation of our report
dated November 3, 1997, with respect to the consolidated financial statements
and schedules of AmeriSource Health Corporation included in its Annual Report
(Form 10-K) for the fiscal year ended September 30, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 29, 1998
