<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1999
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
----------------
McKESSON HBOC, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3207296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
McKesson Plaza
One Post Street
San Francisco, California 94104
(415) 983-8300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan
(Full Title of the Plan)
----------------
Ivan D. Meyerson
Senior Vice President, General Counsel and Corporate Secretary
McKesson HBOC, Inc.
McKesson Plaza, One Post Street
San Francisco, California 94104
(415) 983-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
<TABLE>
<S> <C>
Gregg A. Noel Kristina Veaco
Skadden, Arps, Slate, Meagher & Flom LLP Senior Counsel and Assistant Secretary
300 South Grand Avenue, Suite 3400 McKesson HBOC, Inc.
Los Angeles, California 90071 McKesson Plaza, One Post Street
(213) 687-5000 San Francisco, California 94104
(415) 983-8300
</TABLE>
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Maximum
Title of Each Class of Amount Proposed Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share........ 5,000,000(3) $29.75 $148,750,000 $41,353
Rights to Purchase
Series A Junior
Participating Preferred
Stock of McKesson HBOC,
Inc. (4)............... 2,500,000 N/A N/A N/A
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</TABLE>
(1) Plus such additional number of shares of Common Stock and associated rights
to purchase Series A Junior Participating Preferred Stock of McKesson HBOC,
Inc. ("Series A Preferred Stock") as may be issuable pursuant to the
antidilution provisions of the McKesson HBOC, Inc. 1998 Employee Stock
Purchase Plan (the "Plan"), in accordance with Rule 416(a).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) and based on the average of the high
and low prices for the Common Stock on August 24, 1999, as reported on the
New York Stock Exchange.
(3) A total of 6,100,000 shares have been reserved for issuance under the Plan,
5,000,000 shares of which are being registered hereby.
(4) 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. No separate consideration
will be received by the Company for the initial issuance of the rights to
purchase the Series A Preferred Stock.
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<PAGE>
Explanatory Note
Pursuant to a registration statement on Form S-8 (File No. 333-70501) filed
with the Securities and Exchange Commission on January 12, 1999, McKesson HBOC,
Inc, a Delaware corporation (the "Company"), registered a total of 1,100,000
shares of its common stock, par value $.01 per share (the "Common Stock"), to
be sold pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"Plan").
On August 25, 1999, the stockholders of the Company approved certain
amendments to the Plan, pursuant to which the number of shares of Common Stock
to be sold thereunder was increased to 6,100,000 shares. This Registration
Statement registers the additional 5,000,000 shares of Common Stock reserved
for sale under the Plan, as amended. The information required in the Section
10(a) prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act of 1933, as amended.
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION STATEMENT
ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION
STATEMENT ON FORM S-8 FILED BY THE COMPANY ON JANUARY 12, 1999, AS REFERENCED
ABOVE (REGISTRATION NO. 333-70501).
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Company.
23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney.
</TABLE>
II-1
<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 26th day
of August, 1999.
McKesson HBOC, Inc.
By: /s/ Ivan D. Meyerson
----------------------------------
Name: Ivan D. Meyerson
Title: Senior Vice President,
General Counsel and
Controller and Corporate
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
John H. Hammergren (principal executive officer)
* Co-President and
_____________________________________________ Co-Chief Executive Officer and Director
David L. Mahoney (principal executive officer)
* Senior Vice President and Controller and
_____________________________________________ Acting Chief Financial Officer
Heidi E. Yodowitz (principal financial and accounting
officer)
* Director
_____________________________________________
Alfred C. Eckert III
Director
_____________________________________________
Tully M. Friedman
* Director
_____________________________________________
Alton F. Irby III
* Director
_____________________________________________
M. Christine Jacobs
Director
_____________________________________________
Charles W. McCall
* Director
_____________________________________________
Gerald E. Mayo
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
_____________________________________________
James V. Napier
Director
_____________________________________________
David S. Pottruck
* Director
_____________________________________________
Carl E. Reichardt
* Chairman of the Board and
_____________________________________________ Director
Alan Seelenfreund
* Director
_____________________________________________
</TABLE> Jane E. Shaw
*By: /s/ Ivan D. Meyerson August 26, 1999
------------------------------------
Ivan D. Meyerson Attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Company.
23.1 Consent of Ivan D. Meyerson (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney.
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF McKESSON HBOC]
August 26, 1999
McKesson HBOC, Inc.
McKesson Plaza
One Post Street
San Francisco, California 94104
Re: McKesson HBOC, Inc. -- Registration Statement on Form S-8
----------------------------------------------------------
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of McKesson HBOC, Inc., a
Delaware corporation (the "Company"), and have acted in such capacity and am
issuing this opinion in connection with the Registration Statement on Form S-8
being filed by the Company with the Securities and Exchange Commission (the
"Commission") on the date hereof (the "Registration Statement") for the purpose
of registering with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), 5,000,000 shares (the "Shares") of common stock of the
Company, par value $0.01 per share, to be sold pursuant to the McKesson HBOC,
Inc. 1998 Employee Stock Purchase Plan (the "Plan"). The Shares being registered
pursuant to this Registration Statement are in addition to the 1,100,000 shares
of Common Stock of the Company registered pursuant to the Corporation's
Registration Statement on Form S-8 dated January 12, 1999 to which this
Registration Statement relates.
This opinion is furnished by me, as counsel to the Company, in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
In connection with this opinion, I have reviewed the Registration
Statement, as proposed to be filed with the Commission. As General Counsel, I am
familiar with the Restated Certificate of Incorporation of the Company, as
amended, and the Restated Bylaws of the Company, as amended, each as currently
in effect. I have also examined originals or copies, certified or otherwise
identified to my satisfaction of such records of the Company and such
instruments, certificates of public officials, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In my examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed or to be executed by parties other than the Company, I have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action,
1
<PAGE>
corporate or other, and execution and delivery by such parties and the validity
and binding effect thereof. As to any facts material to the opinion expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of other officers and representatives of the
Company and others.
I am admitted to the Bar of the State of California and do not purport to
be an expert on, or express any opinion concerning, any law other than the
substantive law of the State of California and the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued and sold in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Ivan D. Meyerson
Ivan D. Meyerson
Senior Vice President,
General Counsel and
Corporate Secretary
2
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
McKesson HBOC, Inc., on Form S-8 of our report dated July 12, 1999 (which report
(1) was modified to indicate that the consolidated financial statements of HBO &
Company ("HBOC"), as of and for the two years ended March 31, 1998 were audited
by other auditors whose report (which expresses an unqualified opinion and
includes an explanatory paragraph related to certain shareholder litigation) has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for HBOC as of and for the years ended March 31, 1998 and 1997 is based
solely on the report of such auditors, and (2) contained an explanatory
paragraph referring to certain shareholder litigation as discussed in Financial
Note 19 to the consolidated financial statements), appearing in the Annual
Report on Form 10-K/A of McKesson HBOC, Inc.
DELOITTE & TOUCHE LLP
San Francisco, California
August 23, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated July
12, 1999 included in McKesson HBOC, Inc.'s Form 10-K/A for the year ended March
31, 1999 and to all references to our firm included in this registration
statement.
Reference is made to said report in which the opinion contains an explanatory
fourth paragraph with respect to certain shareholder litigation as discussed in
Note 10 to the consolidated financial statements.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
August 20, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned directors and each of the undersigned officers of
McKesson HBOC, Inc., a Delaware corporation (the "Corporation"), does hereby
constitute and appoint Ivan D. Meyerson and Kristina Veaco as his or her true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to execute and deliver in his or her name and on his or her
behalf:
(a) One or more Registration Statements (with all exhibits thereto) of the
Corporation on Form S-8 or any other appropriate form proposed to be
filed by the Corporation with the Securities and Exchange Commission
(the "SEC") for the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), shares of the Corporation's
common stock, par value $0.01 (the "Shares"), that may be issued by
the Corporation in connection with the McKesson HBOC, Inc. 1998
Employee Stock Purchase Plan;
(b) Any and all supplements and amendments (including, without limitation,
post-effective amendments) to such Registration Statements; and
(c) Any and all other documents and instruments in connection with the
registration of the Shares which such attorney-in-fact and agent deems
necessary or advisable to enable the Corporation to comply with (i)
the Securities Act, the Securities Exchange Act of 1934, as amended,
and the other federal securities laws of the United States of America
and the rules, regulations and requirements of the SEC in respect of
any thereof; (ii) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America; and
(iii) the securities or similar applicable laws of any foreign
jurisdiction,
and each of the undersigned hereby grants unto such attorney-in-fact and agent
or his substitute or substitutes, 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, and does hereby ratify and
confirm as his or her own acts and deeds all that such attorney-in-fact and
agent, or his substitute or substitutes, shall lawfully do or cause to be done
by virtue hereof. Such attorney-in-fact and agent shall have, and may exercise,
all of the powers hereby conferred.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned has herein-to subscribed this power of
attorney this 25th day of August, 1999.
/s/ Alan Seelenfreund /s/ John H. Hammergren
- ------------------------------ ------------------------------
Alan Seelenfreund John H. Hammergren
/s/ David L. Mahoney /s/ Heidi E. Yodowitz
- ------------------------------ ------------------------------
David L. Mahoney Heidi E. Yodowitz
/s/ Alfred C. Eckert III
- ------------------------------ ------------------------------
Alfred C. Eckert III Tully M. Friedman
/s/ Alton F. Irby III /s/ M. Christine Jabobs
- ------------------------------ ------------------------------
Alton F. Irby III M. Christine Jacobs
/s/ Gerald E. Mayo
- ------------------------------ ------------------------------
Gerald E. Mayo Charles W. McCall
/s/ James V. Napier
- ------------------------------ ------------------------------
James V. Napier David S. Pottruck
/s/ Carl E. Reichardt /s/ Jane E. Shaw
- ------------------------------ ------------------------------
Carl E. Reichardt Jane E. Shaw
2
