As filed with the Securities and Exchange Commission on
March 30, 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 Deferred Compensation
Administration Plan II
(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.
H:\WPDATA\DOCS\S8-RPT/S8-DCAP.98
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Regis- Offering Offering Registra-
Registered tered Price Price* tion Fee
- -----------------------------------------------------------
General $20,000,000 $20,000,000 $20,000,000 $5,900
Obligations
of McKesson Corporation
under the McKesson
Corporation Deferred
Compensation Administration
Plan II in the principal
amount of $20,000,000
- ---------------------------
* Pursuant to Rule 457(h), this registration statement covers
the principal amount of $20,000,000 and the registration fee
is based upon such principal amount.
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 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 Statement filed with
the Securities and Exchange Commission on January 31, 1996 (File
No. 333-00611), 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.
In addition, 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 30th day
of March 1998.
McKESSON CORPORATION
(Registrant)
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 the 30th day of March
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:/s/Nancy A. Miller
- -----------------------
Nancy A. Miller
(Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit
No. Description
- ----------------------------------------------------------------
5* Opinion of Ivan D. Meyerson, Vice President and General
Counsel of the Registrant, as to the legality of the
securities being registered.
5.1* Opinion of Liza G. Ring, Senior Counsel of the
Registrant, as to compliance with requirements of
ERISA.
23* Independent Auditors' Consent
23.1* Consent of Ivan D. Meyerson, Vice President and General
Counsel of the Registrant, is included in Exhibit 5 to
this Registration Statement.
23.2* Consent of Liza G. Ring, Senior Counsel of the
Registrant, is included in Exhibit 5.1 to this
Registration Statement.
24* Powers of Attorney pursuant to which certain
officers and directors of the registrant
signed this Registration Statement.
- --------------------
* Filed herewith
EXHIBITS 5 and 23.1
March 30, 1998
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
McKesson Corporation (the "Company") is filing with the
Securities and Exchange Commission a Registration Statement on
Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, additional General Obligations of the
Company in the principal amount of $20,000,000 pursuant to the
Company's Deferred Compensation Administration Plan II.
As General Counsel of the Company, I have examined such documents
and such matters of fact and law as I have deemed necessary for
the purpose of rendering the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the additional
General Obligations of the Company described above will be duly
authorized, validly issued, fully paid and non-assessable.
Pursuant to the requirements of the Securities Act of 1933, as
amended, I hereby consent to the filing of this opinion as an
exhibit to the registration statement referred to above,
including any amendments thereto.
Very truly yours,
/s/Ivan D. Meyerson
Vice President and General Counsel
EXHIBIT 5.1 and 23.2
March 30, 1998
Securities and Exchange Commission
File Desk, Room 1004
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 Deferred Compensation Administration Plan II (the
"Plan") continues to meet the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
The Plan is subject only to the provisions of Parts 1 and 5 of
Title I of ERISA.
In connection with this request, I note that Parts 1 and 5 of
Title I of ERISA do not impose any substantive requirements
regarding the documentation of unfunded plans of deferred
compensation covering only a select group of management or highly
compensated employees, such as the Plan. 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
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of McKesson Corporation ("McKesson") on Form S-8 of our
report 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
March 27, 1998
EXHIBIT 24
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 additional General Obligations of the Company under
the Company's Deferred Compensation Administration Plan II; 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 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 30th day of March, 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.
March 30, 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
Additional General Obligations Under McKesson Corporation
Deferred Compensation Administration Plan II in the
Principal Amount of $20,000,000
Ladies and Gentlemen:
On behalf of McKesson Corporation (the "Company"), and in
connection with the registration of additional General
Obligations of the Company under the Company's Deferred
Compensation Administration Plan II in the principal amount of
$20,000,000, 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.
Payment of the registration fee in the amount of $5,900 was
remitted by wire transfer to the Commission's account at Mellon
Bank in Pittsburgh, PA on March 27, 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.
