As filed with the Securities and Exchange Commission on
April 16, 1998
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
Profit-Sharing Investment 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 Price tion Fee
- ----------------------------------------------------------------
Common Stock
par value $.01
per share 4,219,400 $59.25(1) $249,999,450(1) $73,750
Rights to
purchase
Preferred
Stock (2) 4,219,400 N/A N/A N/A
Total
Registration
Fee N/A N/A N/A $73,750
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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 April
14, 1998.
(2) Associated with the Common Stock are Rights to purchase
Series A Junior Participating Preferred Stock that will not
be exercisable or evidenced separately from the Common Stock
prior to the occurrence of certain events.
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INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
The Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other
securities for which Registration Statements of the Registrant on
Form S-8 relating to the same employee benefit plan are
effective.
The Registrant's Form S-8 Registration Statement filed with
the Securities and Exchange Commission on November 21, 1994 (as
amended by Post-Effective Amendment No. 1 filed February 7, 1995)
(File No. 33-86536) is hereby incorporated by reference.
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) Quarterly Reports on Form 10-Q for the quarters ended
June 30, September 30 and December 31, 1997.
(c) 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, October 31, 1997, February 24,
1998, and March 19, 1998.
(d) 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
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.
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.
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 16th day
of April 1998.
McKESSON CORPORATION
(Registrant)
/s/ Nancy A. Miller
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 16th day of April
1998.
Signature Title
- --------- -----
*
- -----------------
Mark A. Pulido President and
Chief Executive Officer and Director
(Principal Executive Officer)
*
- -----------------
Richard H. Hawkins Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
- -----------------
Heidi E. Yodowitz Controller
(Principal Accounting Officer)
*
- -----------------
Alan J. Seelenfreund Director; Chairman of the Board
*
- -----------------
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
---------------
Nancy A. Miller
(Attorney-in-Fact)
INDEX TO 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, Vice President and
General Counsel of the Registrant regarding the
legality of the securities being offered.
5.2* Opinion of Liza G. Ring, Senior Counsel of the
Registrant, as to compliance with requirements of
ERISA.
23.1* Consent of Ivan D. Meyerson, Vice President and
General Counsel of the Registrant is included in
Exhibit 5.1 to this Registration Statement.
23.2* Independent Auditors' Consent
23.3* Consent of Liza G. Ring, Senior Counsel of the
Registrant, is included in Exhibit 5.2 to this
Registration Statement.
24.1* Powers of Attorney pursuant to which certain
officers and directors of the Registrant
signed this Registration Statement.
- --------------------
* Filed herewith
EXHIBITS 5.1 and 23.1
April 16, 1998
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 4,219,400 shares of the Company's
Common Stock, par value $0.01 per share, issuable pursuant to the
McKesson Corporation Profit-Sharing Investment 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, I am of the opinion that such shares of
Common Stock of the Company, when issued in accordance with the
Plan, will be legally issued, fully paid and non-assessable.
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
Vice President and General Counsel
EXHIBIT 5.2 AND 23.3
April 16, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form
S-8, I have been asked for my opinion that the McKesson
Corporation Profit-Sharing Investment Plan (the "Plan") continues
to meet the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
Accordingly, I am of the opinion that the terms of the Plan are
in compliance with the applicable provisions of ERISA.
Pursuant to the requirements of the Securities Act of 1933, as
amended, I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement referred to above, including any
amendments thereto.
Very truly yours,
/s/Liza G. Ring
Senior Counsel
EXHIBIT 23.2
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
April 15, 1998
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),
registering shares of Common Stock, $0.01 par value, of the
Company to be issued by the Company pursuant to the McKesson
Corporation Profit-Sharing Investment Plan; and
WHEREAS, the undersigned is an officer or director, or
both, of the Company,
NOW, THEREFORE, the undersigned hereby constitutes and
appoints Ivan D. Meyerson and Nancy A. Miller, 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 16th day of April, 1998.
/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.
April 16, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549-1004
Re: McKesson Corporation - Direct Transmission
Form S-8 Registration Statement
Ladies and Gentlemen:
On behalf of McKesson Corporation (the "Company"), and in
connection with the registration of 4,219,400 additional shares
of Common Stock, $0.01 par value, of the Company to be issued by
the Company pursuant to the McKesson Corporation Profit-Sharing
Investment Plan, we transmit herewith 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.
Payment of the registration fee in the amount of $73,750 was
remitted by wire transfer to the Commission's account at Mellon
Bank in Pittsburgh, PA on April 15, 1998.
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
By /s/NANCY A. MILLER
Vice President and Corporate Secretary
NAM/DTI/it
cc: New York Stock Exchange, Inc.
Pacific Exchange, Inc.
