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As filed with the Securities and Exchange Commission on August ________, 2000
Registration No. 333-_____________
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)
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Delaware 94-3207296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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One Post Street
San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
MEDIVATION, INC. 1999 STOCK OPTION AND GRANT PLAN
(Full Title of Plan)
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Kristina Veaco Ivan D. Meyerson
Assistant General Counsel and Senior Vice President,
Assistant Secretary General Counsel and Corporate Secretary
One Post Street One Post Street
San Francisco, CA 94104 San Francisco, CA 94104
(Name and address of agents for service)
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(415) 983-8300
(Telephone number, including area code, of agents for service)
The Registration Statement will become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
------------------------- ------------------- ------------------- ------------------- -------------------
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Common Stock par value
$.01 per share 289,743 $24.25(1) $7,026,267.25(1) $1,854.93
------------------------- ------------------- ------------------- ------------------- -------------------
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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 August 2, 2000.
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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, 2000.
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
(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 October 21, 1994 and Amendment No. 1 thereto dated October
19, 1998 between the Registrant and First Chicago Trust Company of New York, as
Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March, 31, 2000.
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 than remaining unsold.
Item 4. Description of Securities.
Not applicable
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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, Senior Vice President and General
Counsel of the Registrant. Mr. Meyerson owns 150,424 shares of the Registrant's
common stock directly, 10,421 Shares of the Registrant's common stock
indirectly, and 852,658 options to acquire the Registrant's common stock.
Item 6. Indemnification of Officers and Directors
Paragraph 7 of Article VI of the Company'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 advance 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 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
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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, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is
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incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arise 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.
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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 4th day of
August 2000.
McKESSON HBOC, INC.
(Registrant)
/s/ Ivan D. Meyerson
---------------------------------
By: Ivan D. Meyerson
Senior Vice President,
General Counsel 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 4th day of August 2000.
Signature and Title
*Tully M. Friedman, Director
*William R. Graber, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/Heidi E. Yodowitz,
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Heidi E. Yodowitz, Senior Vice President and Controller
(Principal Accounting Officer)
*John H. Hammergren, Co-President, and Co-Chief Executive Officer and
Director (Co-Principal Executive Officer)
*M. Christine Jacobs, Director
*Martin M. Koffel, Director
*David L. Mahoney ,Co-President, and Co-Chief Executive Officer and
Director (Co-Principal Executive Officer)
*Gerald E. Mayo, Director
*James V. Napier, Director
*David S. Pottruck, Director
*Carl E. Reichardt, Director
*Alan J. Seelenfreund, Chairman of the Board and Director
*Jane E. Shaw, Director
By: /s/ Ivan D. Meyerson (Attorney-in-Fact)
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Ivan D. Meyerson
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INDEX TO EXHIBITS
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Exhibit
No. Description
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4.1 Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto
dated October 19, 1998 between the Registrant and First Chicago Trust
Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2
respectively, to the Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 2000.
5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and
Corporate Secretary of the Registrant regarding the legality of the
securities being offered.
23.1 Consent of Ivan D. Meyerson, Senior Vice President, General Counsel and
Corporate Secretary of the Registrant regarding the legality of the
securities being offered. (Included in Exhibit 5.1)
23.2 Independent Auditors' Consent.
23.3 Consent of Independent Public Accountants.
24.1 Powers of Attorney pursuant to which certain officers and directors of
the Registrant signed this Registration Statement.
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