As filed with the
Securities and Exchange Commission on April 26, 1996
Registration No. 33-
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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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McKESSON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3207296
(State or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
One Post Street 94104
San Francisco, CA (Zip Code)
(Address of principal
executive offices)
Automated Healthcare, Inc. 1990 Employee Stock Option Plan
(Full title of the plan)
Copy to:
Nancy A. Miller Ivan D. Meyerson
Vice President and Vice President and
Corporate Secretary General Counsel
One Post Street One Post Street
San Francisco, CA 94104 San Francisco, California 94104
(Name, address and telephone number of agents for service)
(415) 983-8300
(Telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered per share price(1) fee(1)
- ---------- ---------- --------- -------- -------------
Common Stock,
par value
$.01 per share 66,573 $2.162 $143,930.83 $49.63
- -------------------------------------------------------------
Rights to
purchase
Preferred
Stock (2) 66,573 N/A N/A $49.63
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Total
Registration
Fee N/A N/A N/A $49.63
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(1) Calculated pursuant to Rule 457(h).
(2) Associated with the Common Stock are Rights to purchase
Preferred Stock that will not be exercisable or evidenced
separately from the Common Stock prior to the occurrence of
certain events.
---------------------------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
PART I
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Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual
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Information.*
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* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 (the
"Securities Act") and the Note to Part I of Form S-8.
PART II
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Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File
No. 1-13252) for the fiscal year ended March 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q
(File No. 1-13252) for the quarters ended June 30, 1995, September
30, 1995 and December 31, 1995. The Registrant's Current Report on
Form 8-K dated April 8, 1996.
(c) The description of Registrant's common stock
contained in the Registrant's Registration Statement on Form 10
(File No. 1-13252).
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents until a post-effective amendment of this
Registration Statement is filed which indicates that all securities
being offered hereby have been sold or which deregisters all
securities then remaining unsold.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the securities offered hereby will be passed
upon for the Registrant by Ivan D. Meyerson, Vice President and
General Counsel of the Registrant. Mr. Meyerson owns 22,404
shares of the Registrant's common stock directly, 4,305 shares of
the Registrant's common stock indirectly, and 109,316 options to
acquire the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
----------------------------------------
Paragraph 7 of Article VI of the Registrant's Restated
Certificate of Incorporation provides as follows:
"7. The Corporation shall indemnify (a) its directors to the
fullest extent permitted by the laws of the State of Delaware now
or hereafter in force, including the advancement of expenses under
the procedures provided by such laws, (b) all of its officers to
the same extent as it shall indemnify its directors, and (c) its
officers who are not directors to such further extent as shall be
authorized by the Board of Directors and be consistent with law.
Subject only to any limitations prescribed by the laws of the State
of Delaware now or hereafter in force, the foregoing shall not
limit the authority of the Corporation to indemnify the directors,
officers and other employees and agents of this Corporation
consistent with law and shall not be deemed to be exclusive of any
rights to which those indemnified may be entitled as a matter of
law or under any resolution, By-Law provision, or agreement."
Under Section 145 of the General Corporation Law of the State
of Delaware, the state in which the Registrant is incorporated, a
Delaware corporation has the power, under specified circumstances,
to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them
by a third party, or by or in the right of the corporation, by
reason of the fact that they were or are such directors, officers,
employees or agents. In general, Section 145 provides that a
corporation has the power to indemnify directors, officers,
employees or agents where the individual acted in good faith and in
a manner such individual reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such individual's conduct was unlawful. In
circumstances where the individual shall have been adjudged to be
liable for negligence or misconduct in the performance of such
individual's duty to the corporation, indemnification will be
allowed only to the extent that the court considering the action
decides, in view of the circumstances, the individual is entitled
to indemnity.
The directors and officers of the Registrant and its
subsidiaries are covered by policies of insurance under which they
are insured, within limits and subject to the limitations of the
policies, against certain expenses in connection with the defense
of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings,
in which they are parties by reason of being or having been
directors or officers; the Registrant is similarly insured, with
respect to certain payments it might be required to make to its
directors or officers under the applicable statutes and its charter
provisions. In addition, pursuant to authority contained in
Article VIII of the Registrant's By-Laws ("Article VIII"), the
Registrant has entered into indemnification agreements with its
directors and officers. Those agreements, in effect, give each
director and officer a contractual right to assert against the
Registrant the indemnification rights provided to them in Article
VIII upon the occurrence of an Indemnifiable Event (as defined in
the agreements). The agreements further provide for the funding of
a trust by the Registrant in certain specified circumstances in an
amount sufficient to satisfy the indemnitees' expenses and
liabilities relating to an Indemnifiable Event.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(A) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(B) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(C) 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)(A) and (a)(1)(B) 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 Registrant 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 which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant'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 the 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
Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
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 San Francisco, State of California, on the 24th day of April,
1996.
McKESSON CORPORATION
(Registrant)
By: /s/ Nancy A. Miller
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Nancy A. Miller
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 24th day of April, 1996.
Signature Title
- --------- -----
ALAN J. SEELENFREUND*
- -------------------- Chairman of the Board, Chief Executive
Alan J. Seelenfreund Officer and Director (Principal Executive
Officer)
DAVID E. McDOWELL*
- -------------------- President, Chief Operating Officer and
David E. McDowell Director
KEVIN B. FERRELL*
- -------------------- Vice President and Chief Financial Officer
Kevin B. Ferrell (Principal Financial Officer)
RICHARD H. HAWKINS*
- -------------------- Vice President and Controller (Principal
Richard H. Hawkins Accounting Officer)
MARY G.F. BITTERMAN*
- -------------------- Director
Mary G.F. Bitterman
TULLY M. FRIEDMAN*
- -------------------- Director
Tully M. Friedman
James R. Harvey Director
GEORGE M. KELLER*
- -------------------- Director
George M. Keller
JOHN M. PIETRUSKI*
- -------------------- Director
John M. Pietruski
CARL E. REICHARDT*
- -------------------- Director
Carl E. Reichardt
JANE E. SHAW*
- -------------------- Director
Jane E. Shaw
ROBERT H. WATERMAN, JR.*
- ---------------------- Director
Robert H. Waterman, Jr.
/s/Nancy A. Miller
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*By: Nancy A. Miller
(Attorney-in-Fact)
INDEX TO EXHIBITS
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Exhibit Number
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4.1 Rights Agreement dated as of September 14, 1994
between the Registrant and First Chicago Trust
Company of New York, as Rights Agent, filed as
Exhibit 4.1 to Amendment No. 3 to the Registrant's
Registration Statement on Form 10 and incorporated
herein by reference.
5.1 Opinion of Ivan D. Meyerson, Vice President and
General Counsel of the Registrant regarding
legality of the securities being offered.
23.1 Consent of Ivan D. Meyerson, Vice President and
General Counsel of the Registrant (included in
Exhibit 5.1).
23.2 Independent Auditors' Consent.
24.1 Powers of Attorney pursuant to which certain
officers and directors of the Registrant signed
this Registration Statement.
EXHIBITS 5.1 and 23.1
April 24, 1996
McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, CA 94104
I am General Counsel of McKesson Corporation, a Delaware
corporation (the "Company"). In that capacity I have reviewed the
Registration Statement on Form S-8 to be filed by the Company with
the Securities and Exchange Commission under the Securities Act of
1933 with respect to 66,573 shares of the Company's Common Stock,
par value $0.01 per share, issuable pursuant to the Automated
Healthcare, Inc. 1990 Employee Stock Option Plan (the "Stock
Plan"). As General Counsel, I am familiar with the Company's
Restated Certificate of Incorporation and its Restated By-Laws, as
amended to date. I have also examined such other documents,
corporate records and instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is my opinion that such shares
of Common Stock of the Company, when issued and sold in accordance
with the Stock Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Ivan D. Meyerson
Ivan D. Meyerson
Vice President and General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of McKesson Corporation on Form S-8 of our report dated
May 12, 1995 (which expresses an unqualified opinion and includes
an emphasis paragraph relating to a 1994 change in the method of
accounting for postemployment benefits), appearing in the Annual
Report on Form 10-K of McKesson Corporation for the year ended
March 31, 1995.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
April 24, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McKesson Corporation, a Delaware corporation
(the "Company"), contemplates filing with the Securities and
Exchange Commission at Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, and the regulations
promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments), with
respect to shares of common stock, $0.01 par value, of the Company
to be issued by the Company upon the exercise of employee stock
options issued by the Company pursuant to the terms of an Agreement
and Plan of Reorganization dated as of April 10, 1996, among the
Company, IHA Corp., a wholly-owned subsidiary of the Company and
Automated Healthcare, Inc.
WHEREAS, the undersigned is an officer or director, or
both, of the Company,
NOW, THEREFORE, the undersigned hereby constitutes and
appoints Nancy A. Miller and Ivan D. Meyerson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in
his or her name, place and stead, in any and all capacities, to
sign the aforementioned Registration Statement and any and all
amendments (including post-effective amendments) thereto and other
documents in connection therewith, 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 as to all intents and
purposes he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
or her hand this 24th day of April, 1996.
/s/ALAN J. SEELENFREUND
/s/DAVID E. McDOWELL
/s/KEVIN B. FERRELL
/s/RICHARD H. HAWKINS
/s/MARY G.F. BITTERMAN
/s/TULLY M. FRIEDMAN
JAMES R. HARVEY
/s/GEORGE M. KELLER
/s/JOHN M. PIETRUSKI
/s/CARL E. REICHARDT
/s/JANE E. SHAW
/s/ROBERT H. WATERMAN, JR.
