-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOXp0bibHrd7PO23g9a3ly5GyvxUhNuNWlb2zZzShFAzgG7GJITw4i1sw1kQdQDO l6d5Pt3pbQV1p0efbEQbnw== 0000721371-07-000048.txt : 20070606 0000721371-07-000048.hdr.sgml : 20070606 20070606162042 ACCESSION NUMBER: 0000721371-07-000048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070604 FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147573033 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALTER ROBERT D CENTRAL INDEX KEY: 0001209442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 07904229 BUSINESS ADDRESS: STREET 1: C/O AMERICAN EXPRESS CO STREET 2: 200 VESEY STREET MAIL STOP 01-50-01 CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10285 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-06-04 0000721371 CARDINAL HEALTH INC CAH 0001209442 WALTER ROBERT D 7000 CARDINAL PLACE DUBLIN OH 43017 1 1 0 0 Exec. Chairman of the Board Common Shares 2007-01-09 5 G 0 6512 D 1026651 D Common Shares 2007-03-19 5 G 0 50000 D 976651 D Common Shares 2007-05-11 5 G 0 346 D 1101344 D Common Shares 2007-06-04 4 M 0 550000 31.167 A 1745983 D Common Shares 2007-06-04 4 D 0 550000 72.67 D 1195983 D Common Shares 3183 I By ESPP Common Shares 282252 I By GRAT IX Common Shares 445000 I By LLC Common Shares 389540 I By GRAT X Common Shares 282000 I By LLC II Common Shares 535715 I By GRAT XI Common Shares 300000 I By LLC III Common Shares 700000 I By GRAT XII Option (right to buy) 36.307 2001-03-02 2008-03-02 Common Shares 96402 1 D Option (right to buy) 43.14 2001-08-11 2008-08-11 Common Shares 135000 1 D Option (right to buy) 47.333 2002-03-01 2009-03-01 Common Shares 187500 1 D Option (right to buy) 31.167 2009-11-15 Common Shares 562500 1 D Option (right to buy) 66.083 2003-11-20 2010-11-20 Common Shares 272384 1 D Option (right to buy) 68.10 2006-01-15 2011-11-19 Common Shares 440529 1 D Option (right to buy) 67.90 2005-11-18 2012-11-18 Common Shares 486009 1 D Option (right to buy) 61.38 2006-11-17 2013-11-17 Common Shares 507086 1 D Option (right to buy) 44.15 2007-08-23 2014-08-23 Common Shares 562500 1 D Stock Appreciation Right 44.15 2007-08-23 2014-08-23 Common Shares 142483 1 D Stock Appreciation Right 31.167 2007-06-04 4 M 0 550000 0 D 2005-08-03 Common Shares 862500 312500 D Option (right to buy) 58.88 2012-09-02 Common Shares 379759 1 D Option (right to buy) 66.34 2013-08-15 Common Shares 198762 1 D As previously reported, a grant of 862,500 Deferred Payment Stock Appreciation Rights ("SAR") was made to the reporting person on August 3, 2005 at a grant price of $31.167 per share, as a result of the Company's discovery that a portion of a stock option that had been granted to him in November 1999 was in excess of that permitted to be granted to a single individual during any fiscal year under the Company's Equity Incentive Plan. The purpose of this SAR grant was to remedy the error described above and was contingent upon the reporting person's agreement that the portion of the 1999 option in excess of the share limitation would be cancelled. The agreement reflecting the SAR grant dated 08/03/2005 (the "Grant Agreement" ) was filed with the Securities and Exchange Commission as Exhibit 10.01 to the Company's Current Report on Form 8-K filed on August 5, 2005. [Cont. in Footnote 2]. [Cont. from Footnote 1] As reflected on this Form 4, the reporting person has exercised the SAR as to 550,000 of the 862,500 shares. Pursuant to the terms of the Grant Agreement, the reporting person will be entitled to receive a cash payment equal to the product of (i) the excess of the last sale price of Company stock on the exercise date ($72.67) over the exercise price of $31.167, times (ii) the number of shares as to which the reporting person is exercising the SAR (550,000). No Company shares were actually bought or sold in connection with the SAR exercise. The proceeds of the SAR exercise will not be paid to the reporting person at exercise, but will be deferred pursuant to the terms of the Grant Agreement and Internal Revenue Code Section 409A and paid to the reporting person (with interest accrued from the exercise date at the prime rate) on the date that is six months following the termination of reporting person's employment with the Company. Bona fide gift(s). 125,039 of these shares were previously reported as indirectly beneficially owned through GRAT X, and were subsequently transferred to direct beneficial ownership on May 1, 2007. 94,639 of these shares were previously reported as indirectly beneficially owned through GRAT XI, and were subsequently transferred to direct beneficial ownership on May 18, 2007. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. Stock option granted pursuant to the reporting person's then-applicable Employment Agreement with Cardinal Health. The Company and the reporting person are parties to an Employment Agreement originally dated November 20, 2001, and amended and restated on February 1, 2004 and April 17, 2006, and further amended on August 2, 2006 (the "Employment Agreement"). Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. Deferred Payment Stock Appreciation Right granted to compensate the reporting person for the portion of the option to purchase 1,425,000 common shares originally granted to the reporting person on November 15, 1999 (the "November 1999 Option"), which portion has subsequently been determined to be null and void. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. Stock option vested in three equal annual installments beginning on 11/15/00. Stock option vests in four equal annual installments beginning on 9/2/2006. Stock option vests in four equal annual installments beginning on 8/15/2007. Expires on the earlier of (x) November 15, 2009 (the expiration date of the November 1999 Option) or (y) six months after the reporting person's termination of employment. Robert D. Walter 2007-06-05 -----END PRIVACY-ENHANCED MESSAGE-----