As filed with the Securities and Exchange Commission on
August 1, 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 1997 Non-Employee Directors'
Equity Compensation and Deferral Plan
(Full Title of 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
(Name and address of agents for service)
(415) 983-8300
(Telephone number, including area code, of agents for service)
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Offering Registra-
Registered tered Per Share(1) Price(1) tion Fee
- ----------------------------------------------------------------
Common Stock
par value $.01
per share 250,000 $84.75 $21,187,500 $6,420.45
Rights to
purchase
Preferred
Stock (2) 250,000 N/A N/A N/A
Total
Registration
Fee N/A N/A N/A $6,420.45
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(1) In accordance with Rule 457, calculated on the basis of the
average of the high and low prices of the Company's Common
Stock as reported on the New York Stock Exchange on July 28,
1997.
(2) Associated with the Common Stock are Rights to purchase
Series A Preferred Stock that will not be exercisable or
evidenced separately from the Common Stock prior to the
occurrence of certain events.
- -----------
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 (the "Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed or to be filed by
the Registrant with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
March 31, 1997.
(b) 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 and June 24,
1997.
(c) 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.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 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 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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 32,404 shares of the Registrant's common stock directly,
4,828 shares of the Registrant's common stock indirectly, and
151,316 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 agreements."
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 Restated 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
indemnitee's expenses and liabilities relating to an
Indemnifiable Event.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(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:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total 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;
(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 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fida 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 proceedings) 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.
<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 1st day of
August 1997.
McKESSON CORPORATION
(Registrant)
By: 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 1st day of August,
1997.
Signature Title
- --------- -----
*
- -----------------
Mark A. Pulido President,
Chief Executive Officer and Director
(Principal Executive Officer)
*
- -----------------
Alan J. Seelenfreund Chairman of the Board and Director
*
- -----------------
Richard H. Hawkins Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
- -----------------
Heidi E. Yodowitz Controller
(Principal Accounting Officer)
*
- -----------------
Mary G.F. Bitterman Director
*
- -----------------
Tully M. Friedman Director
*
- -----------------
David S. Pottruck Director
*
- ----------------
John M. Pietruski Director
*
- ----------------
Carl E. Reichardt Director
*
- ----------------
Jane E. Shaw Director
*
- ----------------
Robert H. Waterman, Jr. Director
*By: Nancy A. Miller
---------------
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ---------------------------------------------------------------
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 the legality of the securities
being offered.
23.1 Consent of Ivan D. Meyerson, Vice President
and General Counsel of the Registrant
regarding the legality of the securities
being offered. (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.
<PAGE>
EXHIBITS 5.1 and 23.1
August 1, 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 250,000 shares of the Company's
Common stock, par value $0.01 per share, issuable pursuant to the
McKesson Corporation 1997 Non-Employee Directors' Equity
Compensation and Deferral Plan (the "1997 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, I am of the opinion that such
shares of Common Stock of the Company, when issued in accordance
with the 1997 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 reports
dated May 16, 1997, incorporated by reference, and appearing in,
the Annual Report on Form 10-K of McKesson Corporation for the
year ended March 31, 1997.
/s/DELOITTE & TOUCHE LLP
San Francisco, California
August 1, 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 under the McKesson
Corporation 1997 Non-Employee Directors' Equity Compensation and
Deferral Plan; and
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 as 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 1st day of August, 1997.
/s/Mark A. Pulido
/s/Alan J. Seelenfreund
/s/Richard H. Hawkins
/s/Heidi S. Yodowitz
/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.
