<PAGE>
As filed with the Securities and Exchange
Commission on February 18, 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 (Zip Code)
Executive Offices)
McKesson Corporation 1994 Stock Option and Restricted Stock Plan
McKesson Corporation 1973 Stock Purchase Plan
--------------------------------------------------
(Full title of the plan)
Copy to:
Nancy A. Miller Ivan D. Meyerson
Vice-President and Corporate Secretary Vice-President and General Counsel
McKesson Corporation McKesson Corporation
One Post Street One Post Street
San Francisco, California 94104 San Francisco, CA 94104
(415) 983-8300 (415) 983-8300
------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $57.9375 $34,762,500 $10,534.10
par value $.01 per share
Rights to purchase 600,000 N/A N/A N/A
Preferred Stock (3)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee N/A N/A N/A $10,534.10
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<FN>
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices as reported on
the New York Stock Exchange on February 12, 1997.
(3) 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.
</FN>
</TABLE>
<PAGE>
INFORMATION REQUIRED PURSUANT TO
--------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on November 21, 1994; July 22, 1974 and July 17, 1973;
File Nos. 33-86536, 2-51606 and 2-48616, respectively, are hereby incorporated
by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K (File No. 1-13252) for the
fiscal year ended March 31, 1996, as amended by Amendment No. 1 on Form 10-K/A
filed on February 13, 1997, which contains, among other things, the consolidated
financial statements of Registrant and certain supplementary data for the fiscal
year ended March 31, 1996 together with the report thereon of Deloitte & Touche
LLP, independent auditors.
(2) The Registrant's Quarterly Reports on Form 10-Q (File No. 1-13252) for
the quarters ended June 30, 1996, as amended by Form 10-Q/A, on February 13,
1997; September 30, 1996, as amended by Form 10-Q/A, on February 13, 1997, and
December 31, 1996.
(3) The Registrant's Current Reports on Form 8-K (File No. 1-13252) dated
as of April 8, 1996; April 30, 1996; October 10, 1996 (as amended by Amendment
No. 1 on Form 8-K/A filed December 20, 1996, excluding Exhibit 99 thereto);
November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A filed January 21,
1997); November 26, 1996; January 13, 1997 and February 11, 1997.
(4) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 10 (File No. 1-13252) and the 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.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 a part hereof from the date of filing of such documents.
-2-
<PAGE>
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 18th day
of February, 1997.
McKESSON CORPORATION
By: /s/ IVAN D. MEYERSON
-----------------------------------
Ivan D. Meyerson
Vice President and General Counsel
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 18th day of February, 1997.
Signature Title
- --------- -----
*
- --------------------------------
Alan J. Seelenfreund Chairman of the Board and Chief Executive
Officer
(Principal Executive Officer)
*
- --------------------------------
Mark A. Pulido President, Chief Operating Officer and
Director
*
- --------------------------------
Richard H. Hawkins Vice President, Chief Financial Officer
(Principal Financial Officer)
*
- --------------------------------
Heidi E. Yodowitz Controller
(Principal Accounting Officer)
*
- --------------------------------
Mary G.F. Bitterman Director
*
- --------------------------------
Tully M. Friedman Director
-3-
<PAGE>
*
- --------------------------------
John M. Pietruski Director
*
- --------------------------------
Carl E. Reichardt Director
*
- --------------------------------
Jane E. Shaw Director
- --------------------------------
Robert H. Waterman, Jr. Director
/s/ IVAN D. MEYERSON
- --------------------------------
*By: Ivan D. Meyerson
(Attorney-in-Fact)
-4-
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Sequentially Numbered
No. Description Page
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 6
Counsel of the Registrant, as to the legality of the securities --
being registered
23.1 Independent Auditors' Consent 7
--
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 8
directors of the registrant signed this Registration Statement --
</TABLE>
-5-
<PAGE>
EXHIBIT 5.1 AND 23.2
--------------------
February 18, 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 600,000 shares of the Company's
Common Stock, par value $0.01 per share, issuable pursuant to the McKesson
Corporation 1994 Stock Option and Restricted Stock Plan and the McKesson
Corporation 1973 Stock Purchase Plan (together, the "Plans"). 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 Plans, 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
<PAGE>
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of McKesson Corporation on Form S-8 of our reports dated May 13, 1996 (December
31, 1996 as to Notes 8 and 17), appearing in the Annual Report on Form 10-K/A of
McKesson Corporation for the year ended March 31, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Francisco, California
February 14, 1997
<PAGE>
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
pursuant to the McKesson Corporation 1994 Stock Option and Restricted Stock Plan
and the McKesson Corporation 1973 Stock Purchase 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
18th day of February, 1997.
/s/ ALAN J. SEELENFREUND
/s/ MARK A. PULIDO
/s/ RICHARD H. HAWKINS
/s/ HEIDI E. YODOWITZ
/s/ MARY G.F. BITTERMAN
/s/ TULLY M. FRIEDMAN
/s/ JOHN M. PIETRUSKI
/s/ CARL E. REICHARDT
/s/ JANE E. SHAW
