8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2007

Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)

Ohio	1-11373	31-0958666
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

7000 Cardinal Place, Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)

(614) 757-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On May 14, 2007, Cardinal Health, Inc. (the “Company”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 11, 2007, among the Company, Eagle Merger Corp. (“Merger Sub”), a wholly owned subsidiary of the Company, and VIASYS Healthcare Inc. (“VIASYS”).

     Pursuant to the Merger Agreement, Merger Sub commenced a cash tender offer to acquire all of the outstanding shares of common stock of VIASYS, par value $0.01 per share (the “Shares”), at a price per share equal to $42.75, upon the terms and subject to the conditions disclosed in the Offer to Purchase on Schedule TO (as amended or supplemented from time to time) filed by the Company and Merger Sub with the U.S. Securities and Exchange Commission on May 23, 2007 (the “Offer”).

     The initial period of the Offer expired at 12:00 midnight, New York City time, at the end of Wednesday, June 20, 2007. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:00 midnight, Eastern Daylight Time, at the end of Wednesday, June 20, 2007, approximately 27.4 million Shares were validly tendered pursuant to the Offer and not withdrawn, including 3.2 million Shares tendered by notice of guaranteed delivery, which represents approximately 81.9% of all outstanding Shares. Merger Sub accepted such tendered Shares for payment pursuant to the terms of the Offer. Payment for Shares accepted for payment was made promptly.

     On June 21, 2007, the Company announced in a press release that Merger Sub had commenced a subsequent offering period to acquire all remaining untendered Shares. The subsequent offering period is scheduled to expire at 6:00 p.m., Eastern Daylight Time, on Wednesday, June 27, 2007, unless further extended. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same $42.75 per Share cash consideration, without interest, paid during the initial offering period of the Offer. Merger Sub will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. Merger Sub reserves the right to extend the subsequent offering period in accordance with applicable law.

     The Offer was made in accordance with, and the acceptances made pursuant to, the terms of the Merger Agreement, which provides that after the purchase of Shares pursuant to the Offer and the satisfaction or, if permissible, waiver of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware, Merger Sub will be merged with and into VIASYS (the “Merger”). As a result of the Merger, VIASYS will continue as the surviving corporation and will become a wholly owned subsidiary of the Company. At the effective time of the Merger, each share then outstanding (except for Shares held by the Company, Merger Sub or VIASYS, or any wholly owned subsidiary of VIASYS, the capital stock of Merger Sub, or Shares held by stockholders properly exercising dissenters’ rights) will be canceled and retired and will be converted automatically into the ri ght to receive $42.75 per share in cash without interest.

     The June 21, 2007 press release announcing the termination of the initial Offer period and the commencement of the subsequent offering period is included as Exhibit 99.01 to this report and is incorporated in this report by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

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99.01	Press Release Issued by Cardinal Health, Inc., dated June 21, 2007, Announcing Completion
	of Initial Tender Offer and a Subsequent Offering Period.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 21, 2007

Cardinal Health, Inc.
(Registrant)
By:	/s/ Ivan K. Fong
Name:	Ivan K. Fong
Title:	Chief Legal Officer and Secretary

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EXHIBIT INDEX

99.01	Press Release Issued by Cardinal Health, Inc., dated June 21, 2007, Announcing Completion
	of Initial Tender Offer and a Subsequent Offering Period.

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EX-99.01

Exhibit 99.01

7000 Cardinal Place
Dublin,OH 43017
www.cardinalhealth.com

FOR IMMEDIATE RELEASE

Contacts:
Media:           Jim Mazzola	Investors:               Bob Reflogal
(614) 757-3690	(614) 757-7542
jim.mazzola@cardinal.com	bob.reflogal@cardinal.com

CARDINAL HEALTH COMPLETES INITIALTENDER OFFER FOR VIASYS HEALTHCARE

More than 80 percent of VIASYS common stock tendered, subsequent offering period
announced

DUBLIN, Ohio, June 21, 2007 — Cardinal Health, a global provider of products and services that improve the safety and productivity of health care, today announced that more than 80 percent of the outstanding shares of VIASYS Healthcare have been tendered, making VIASYS a majority owned subsidiary of Cardinal Health.

The initial offering period for the tender offer expired at midnight EDT on June 20, with approximately 27.4 million shares of VIASYS common stock being tendered, including approximately 3.2 million shares tendered under guaranteed delivery procedures, for $42.75 per share. All shares that were validly tendered and not withdrawn have been accepted for purchase. Cardinal Health expects to acquire the remaining shares and complete the acquisition by June 30.

“Now that VIASYS is part of Cardinal Health, we are ready to move forward and bring our combined offerings to global customers,” said R. Kerry Clark, chief executive officer of Cardinal Health. “VIASYS is a great strategic fit with Cardinal Health that expands our global presence and provides a new channel to accelerate growth from our other core businesses.”

Subsequent offering and merger
Cardinal Health and its wholly owned subsidiary, Eagle Merger Corp., will commence today a subsequent offering period that will expire at 6 p.m., EDT, on June 27, unless further extended. During this subsequent offering period, VIASYS stockholders who did not previously tender their shares into the offer may do so and will promptly receive the same $42.75 per share cash consideration, without interest, paid during the initial offering period. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.

After expiration of the subsequent offering period, Cardinal Health intends to acquire all of the remaining VIASYS shares by means of a merger at the same price paid in the tender. Upon completion of the merger, VIASYS will become a wholly owned subsidiary of Cardinal Health.

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Cardinal Health Completes Initial Tender Offer for VIASYS Healthcare
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The tender offer and merger plans were previously announced on May 14, in a transaction valued at approximately $1.5 billion including the assumption of outstanding debt. Based in Conshohocken, Pa., VIASYS had 2006 revenue of $610 million and is a leader in respiratory care, through the development and marketing of systems for critical care and diagnostic use. VIASYS also develops medical devices used in neurological, audio and vascular diagnostics, disposable medical products used in surgical procedures and enteral feeding, orthopedic implants, and offers clinical services.

The acquisition of VIASYS expands Cardinal Health’s clinical and medical product offerings for global, acute-care customers and, will establish the company as a leader in the more than $4 billion respiratory care market. The business will be integrated into Cardinal Health’s Medical Products Manufacturing segment.

About Cardinal Health
Headquartered in Dublin, Ohio, Cardinal Health, Inc. (NYSE: CAH) is an $80 billion, global company serving the health-care industry with products and services that help hospitals, physician offices and pharmacies reduce costs, improve safety, productivity and profitability, and deliver better care to patients. With a focus on making supply chains more efficient, reducing hospital-acquired infections and breaking the cycle of harmful medication errors, Cardinal Health develops market-leading technologies, including Alaris® IV pumps, Pyxis® automated dispensing systems, MedMined® data mining surveillance and the CareFusion® patient identification system. The company also manufactures medical and surgical products and is one of the largest distributors of pharmaceuticals and medical supplies worldwide. Ranked No. 19 on the Fortune 500 and No. 1 in its sector on Fortune's ranking of Most Admired firms, Cardinal Health employs more than 40,000 people on five continents. More information about the company may be found at www.cardinalhealth.com.

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Cautions Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Cardinal Health's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and exhibits to those reports, and include (but are not limited to) the following: successful integration of the companies; the ability to achieve synergies following completion of the transaction; competitive pressures in its various lines of business; the loss of one or more key customer or supplier relationships or changes to the terms of those relationships; changes in the distribution patterns or reimbursement rates for health-care products and/or services; the results, consequences, effects or timing of any inquiry or investigation by any regulatory authority or any legal and administrative proceedings, or settlement discussions with regulatory authorities or plaintiffs in any action against the company; uncertainties related to finalizing the pending settlement of class-action securities litigation, including obtaining court approval of the settlement; and general economic and market conditions. Except to the extent required by applicable law, Cardinal Health undertakes no obligation to update or revise any forward-looking statement.