As filed with the Securities and Exchange Commission on
December 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McKESSON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3207296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Post Street
San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
McKesson Corporation 1994 Stock Option and Restricted Stock Plan
(Full Title of the Plan)
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, CA 94104
(415)983-8300)
(415) 983-8300
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to To Be Maximum Maximum Registration
Be Registered Regis- Offering Aggregate Fee(2)
tered(1) Price per Offering
Share(2) Price(2)
Options to purchase
common stock 573,000 $18.00 $10,314,000 $3,042.63
(1) The underlying shares of the Company's common stock
relating to the options to purchase common stock
registered hereby have previously been registered.
(2) Estimated pursuant to Rule 457(i) on the basis of the
proposed offering price solely for the purpose of
calculating the registration fee.
_________________
The Registration Statement shall become effective upon
filing in accordance with Rule 462 under the Securities
Act of 1933.
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* 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, as amended (the "Securities Act") and the Note to Part I of
Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the
Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended June 30, 1997 and September 30, 1997;
(3) The Registrant's Current Reports on Form 8-K dated
November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A
filed on January 21, 1997 as further amended by Amendment No. 2
on Form 8-K/A filed on April 28, 1997), April 7, 1997, June 13,
1997, June 24, 1997, September 5, 1997, September 24, 1997 and
October 31, 1997; and
(4) The description of the Registrant's capital stock
contained in the Registrant's Registration Statement on Form 10
and the Rights Agreement dated as of October 21, 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.
In addition, 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, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The securities to be issued are stock options granted in
accordance with the McKesson Corporation 1994 Stock Option and
Restricted Stock Plan (the "Plan"). Upon vesting and in
accordance with the provisions of the Plan and the terms of the
grant made to each grantee, each option entitles the grantee to
purchase one share of the Registrant's Common Stock. The Common
Stock of McKesson Corporation is registered under Section 12 of
the Exchange Act and is traded on the New York Stock Exchange and
the Pacific Exchange. Accordingly, no description of the Common
Stock is provided hereunder.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Paragraph 7 of Article VI of the Company'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 Company 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 Company 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 Company 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 Company's Restated By-Laws
("Article VIII"), the Company 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 Company 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 Company 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.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1* Rights Agreement dated as of October
21, 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,
President and General Counsel of the
Registrant, as to the legality of
the securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Ivan D. Meyerson, Vice-
President and General Counsel of the
Registrant (included in Exhibit 5.1
to this Registration Statement).
24.1 Powers of Attorney pursuant to which
certain officers and directors of
the Registrant signed this
Registration Statement.
____________________
* Previously filed.
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;
(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) 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 provisions described in Item 6, 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.
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 23rd day
of December, 1997.
McKESSON CORPORATION
By: /s/ NANCY A. MILLER
-----------------------
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 December 23, 1997.
Signature Title
/s/ MARK A. PULIDO* President and Chief
Mark A. Pulido Executive Officer
and Director
(Principal Executive Officer)
/s/ RICHARD H. HAWKINS* Vice President and
Richard H. Hawkins Chief Financial Officer
(Principal Financial Officer)
/s/ HEIDI E. YODOWITZ* Controller
Heidi E. Yodowitz (Principal
Accounting Officer)
/s/ ALAN J. SEELENFREUND* Director, Chairman
Alan J. Seelenfreund of the Board
/s/ MARY G.F. BITTERMAN* Director
Mary G.F. Bitterman
/s/ TULLY M. FRIEDMAN* Director
Tully M. Friedman
/s/ JOHN M. PIETRUSKI* Director
John M. Pietruski
/s/ DAVID S. POTTRUCK* Director
David S. Pottruck
/s/ CARL E. REICHARDT* Director
Carl E. Reichardt
/s/ JANE E. SHAW* Director
Jane E. Shaw
/s/ ROBERT H. WATERMAN,JR.* Director
Robert H. Waterman, Jr.
/s/ NANCY A. MILLER
*By: Nancy A. Miller
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit No. Description
4.1* Rights Agreement dated as of October 21, 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, as to
the legality of the securities being
registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Ivan D. Meyerson, Vice-President
and General Counsel of the Registrant
(included in Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney pursuant to which certain
officers and directors of the Registrant
signed this Registration Statement.
____________________
* Previously filed.
EXHIBIT 5.1 AND 23.2
December 23, 1997
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 573,000 options to purchase shares of
the Company's Common Stock, issuable pursuant to the McKesson
Corporation 1994 Stock Option and Restricted Stock Plan (the
"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
options to purchase shares of Common Stock of the Company, when
issued and sold in accordance with the 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 and 23.2 to the
Registration Statement.
Very truly yours,
/s/ IVAN D. MEYERSON
Ivan D. Meyerson
Vice President and General Counsel
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of McKesson Corporation ("McKesson") on
Form S-8 of our reports dated May 16, 1997 on McKesson's
consolidated financial statements and consolidated supplementary
financial schedule, both such reports appearing in the Annual
Report on Form 10-K of McKesson Corporation for the year ended
March 31, 1997, and our report on FoxMeyer Corporation's
consolidated financial statements dated June 28, 1996 (March 18,
1997 as to paragraph seven of Note Q), which report expresses an
unqualified opinion and includes an explanatory paragraph
relating to the sale of the principal assets of FoxMeyer
Corporation and its Chapter 7 bankruptcy filing, appearing in the
Current Report on Form 8-K/A of McKesson Corporation filed with
the Securities and Exchange Commission on April 28, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Francisco, California
Dallas, Texas
December 23, 1997
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 options to purchase shares of common stock of the
Company to be issued by the Company pursuant to the McKesson
Corporation 1994 Stock Option and Restricted Stock Plan,
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 23rd day of December, 1997.
/s/ MARK A. PULIDO
/s/ RICHARD H. HAWKINS
/s/ HEIDI E. YODOWITZ
/s/ ALAN J. SEELENFREUND
/s/ MARY G.F. BITTERMAN
/s/ TULLY M. FRIEDMAN
/s/ JOHN M. PIETRUSKI
/s/ DAVID S. POTTRUCK
/s/ CARL E. REICHARDT
/s/ JANE E. SHAW
/s/ ROBERT H. WATERMAN, JR.
December 23, 1997
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549-1004
Re: McKesson Corporation - Direct Transmission
Form S-8 Registration Statement- Options under
1994 Stock Option and Restricted Stock Plan
Ladies and Gentlemen:
On behalf of McKesson Corporation (the "Company"), and in
connection with the registration of 573,000 options to purchase
common stock, $0.01 par value, of the Company pursuant to the
1994 Stock Option and Restricted Stock Plan, we submit for filing
under the Securities Act of 1933, as amended, the Company's
registration statement on Form S-8, together with all exhibits,
other than those previously filed with the Commission and
incorporated herein by reference.
This filing is being effected by direct transmission to the
Commission's Operational EDGAR System.
Payment of the registration fee in the amount of $3,043 was
remitted by wire transfer to the Commission's account at Mellon
Bank in Pittsburgh, PA on December 19, 1997.
Should you have any questions concerning this filing, please
telephone me collect (tel. (415) 983-8301) or, in my absence,
Ivan Meyerson, Vice President and General Counsel for the Company
(tel. (415) 983-8319).
Very truly yours,
McKESSON CORPORATION
/s/ Nancy A. Miller
By NANCY A. MILLER
Vice President and Corporate Secretary
NAM/DTI/it
