<PAGE>
As filed with the Securities and Exchange Commission on February 10, 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)
Abaton.Com, Inc. 1997 Stock Option Plan
(Full Title of Plan)
and
Abaton.Com, Inc. 1997 Non-Employee Director Stock Option 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 414,346 $20.28 $8,402,937 $2,218.38
- ---------------------------------------------------------------------------------------------------------------------------------
Rights to purchase
Preferred Stock /(2)/ 207,173 N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee
N/A N/A N/A $2,218.38
- ---------------------------------------------------------------------------------------------------------------------------------
</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 414,346 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>
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/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
25, 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.
Item 4. Description of Securities.
Not applicable
<PAGE>
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 151,424 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
<PAGE>
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.
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 herein
incorporated by reference.
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.
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.
<PAGE>
(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 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.
<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 20/th/ 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 & Actg. 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)
<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 herein
incorporated by reference.
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 shares of the Company's Common stock, par value $0.01 per share, issuable
pursuant to the Abaton.com, Inc. 1997 Stock Option Plan and the 1997 Non-
Employee Director Stock Option 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 Abaton.com, Inc. 1997
Stock Option Plan and the 1997 Non-Employee Director Stock Option 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
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 in
connection with the assumption of stock option plans of Abaton.com, Inc. in
accordance with the terms of the Agreement and Plan of Merger dated November 2,
1999, between Abaton.com, Inc. and McKesson HBOC, Inc. 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
Director Director
/s/Tully M. Friedman /s/David S. Pottruck
Director Director
/s/John H. Hammergren, /s/Carl E. Reichardt
Co-President and Director
Co-Chief Executive Officer and Director
(co-Principal Executive Officer)
/s/Alton F. Irby III /s/Alan Seelenfreund
Director Chairman of the Board and Director
/s/M. Christine Jacobs /s/Jane E. Shaw
Director Director
/s/David L. Mahoney /s/Heidi E. Yodowitz,
Co-President and Vice President, Controller and
Co-Chief Executive Officer and Director Acting Chief Financial Officer
(Co-Principal Executive Officer)
/s/Gerald E. Mayo
Director
Dated: January 20, 2000
