<PAGE>
As filed with the Securities and Exchange Commission on February 11, 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)
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)
1998 CANADIAN STOCK INCENTIVE PLAN
(Full Title of Plan)
Kristina Veaco Ivan D. Meyerson
Senior 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)
(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
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value
$.01 per share 500,000 $20.28 10,140,000 $2,680
- --------------------------------------------------------------------------------------------------------------------------
Rights to purchase
Preferred Stock (2) 500,000 N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------
Total Registration Fee
N/A N/A N/A $2,680
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The price per share was calculated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. The maximum aggregate
offering price was computed by multiplying 500,000 shares by the average of
the high and low price of the stock on February 9, 2000.
(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.
Pursuant to Rule 416(a) this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as is necessary to
eliminate any dilutive effect of any future stock split or stock dividend. No
additional registration fee is required.
<PAGE>
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
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 March 20, 1998 (File No. 333-48339) is hereby
incorporated 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/A for the fiscal year ended March 31, 1999.
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(c) Quarterly Report on Form 10-Q for the period ended September 30, 1999.
(d) Current Reports on Form 8-K with report dates of May 3, 1999, January
28, 2000 and February 1, 2000
(e) 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/A for the fiscal year ended March, 31, 1999
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.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
No. Description
- ---------------------------------------------------------
4 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/A for the fiscal year ended March 31, 1999 and incorporated by
reference herein.
5 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel
and Corporate Secretary of the Registrant regarding the legality of
the securities being offered.
<PAGE>
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)
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24 Powers of Attorney pursuant to which certain officers and directors of
the Registrant signed this Registration Statement.
<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 10th day
of February 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 20th day of January, 2000.
Signature and Title
*John H. Hammergren, Co-President, and Co-Chief Executive Officer and Director
(Co-Principal Executive Officer)
*David L. Mahoney ,Co-President, and Co-Chief Executive Officer and Director
(Co-Principal Executive Officer)
*Heidi E. Yodowitz, Vice President, Controller and Acting Chief Financial
Officer (Principal Financial and Accounting Officer)
*Alfred C. Eckert, III, Director
*Tully M. Friedman, Director
*Alton F. Irby, III, Director
*M. Christine Jacobs, Director
*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)
----------------
Ivan D. Meyerson
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ---------------------------------------------------------
4 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/A for the fiscal year ended March 31, 1999 and incorporated by
reference herein.
5 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)
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24 Powers of Attorney pursuant to which certain officers and directors of
the Registrant signed this Registration Statement.
<PAGE>
EXHIBIT 5
February 10, 2000
McKesson HBOC, Inc.
McKesson Plaza
One Post Street
San Francisco, CA 94104
I am Senior Vice President, General Counsel and Secretary of McKesson HBOC,
Inc., 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 500,000 shares of the Company's Common stock, par value $0.01 per share,
issuable pursuant to the 1998 Canadian Stock Incentive 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 the shares of Common
Stock of the Company, when issued in accordance with the Canadian Stock
Incentive 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 to the Registration Statement.
Very truly yours,
/s/Ivan D. Meyerson
Ivan D. Meyerson
Senior Vice President,
General Counsel and Corporate Secretary
<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.
/s/DELOITTE & TOUCHE LLP
San Francisco, California
February 10, 2000
<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.
/s/ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 10, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and
officers of McKesson HBOC, Inc., a Delaware corporation (the "Company") do
hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco his or her
true and lawful attorney and agent, each with full power and authority (acting
alone and without the other) to execute in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
8 under the Securities Act of 1933, as amended, with respect to the registration
of shares of the Company's Common Stock, par value $.01 per share, that may be
issued by the Company under the 1998 Canadian Stock Incentive Plan, and to
execute any and all amendments to such Registration Statement, whether filed
prior or subsequent to the time such Registration Statement becomes effective.
The undersigned hereby grants unto such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.
/s/Alfred C. Eckert III. /s/James V. Napier,
/s/Tully M. Friedman, /s/David S. Pottruck,
/s/John H. Hammergren, /s/Carl E. Reichardt,
/s/Alton F. Irby III, /s/Alan Seelenfreund,
/s/M. Christine Jacobs, /s/Jane E. Shaw,
/s/David L. Mahoney, /s/Heidi E. Yodowitz,
/s/Gerald E. Mayo,
Dated: January 20, 2000
