-----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, SFfIQYwr+LYQCCoBINVaNOcsC8zYgG6mqispXo8wSIZKIpoJsL+0leQvaNp+2DGZ UyBL2KrqkkoelxtNLVoELg== 0000898822-96-000422.txt : 19961021 0000898822-96-000422.hdr.sgml : 19961021 ACCESSION NUMBER: 0000898822-96-000422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961011 ITEM INFORMATION: Other events FILED AS OF DATE: 19961018 SROS: NYSE FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 96645456 BUSINESS ADDRESS: STREET 1: 5555 GLENDON COURT CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6147618700 MAIL ADDRESS: STREET 1: 655 METRO PLACE SOUTH STREET 2: SUITE 925 CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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 October 11, 1996 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) CARDINAL HEALTH, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) OHIO 0-12591 31-0958666 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 5555 GLENDON COURT, DUBLIN, OHIO 43016 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (614) 717-5000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS Following a special meeting of stockholders held on October 11, 1996, in which the stockholders of PCI Services, Inc., a Delaware corporation ("PCI"), voted upon and approved and adopted an Agreement and Plan of Merger, dated as of July 23, 1996, by and among PCI, Cardinal Health, Inc., an Ohio corporation ("Cardinal"), Panther Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal ("Subcorp") and MEDIQ Incorporated, a Delaware corporation, Subcorp was merged with and into PCI (the "Merger") and PCI became a wholly owned subsidiary of Cardinal. As a result of the Merger, each share of PCI common stock, $0.001 par value ("PCI Common Stock"), was converted into 0.336 of a Cardinal common share, without par value ("Cardinal Common Shares"), with cash in lieu of fractional shares. It is anticipated that approximately 2,244,900 Cardinal Common Shares will be issued pursuant to the Merger to former stockholders of PCI, including shares issuable upon exercise of options to purchase Cardinal Common Shares into which outstanding options to purchase PCI Common Stock were converted in the Merger. PCI is an international provider of diversified packaging services to the pharmaceutical industry in the United States and Europe. PCI provides integrated packaging services to manufacturers which include packaging of prescription and over-the-counter pharmaceuticals and other health care products, production of folding cartons, and printing of product inserts which are enclosed in pharmaceutical packages. PCI operates ten production facilities in the United States, Puerto Rico, Germany and the United Kingdom, which enable it to meet the diverse and changing needs of its pharmaceutical customers. -2- SIGNATURE 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. CARDINAL HEALTH, INC. Dated: October 18, 1996 By:/s/ George H. Bennett, Jr. --------------------------- George H. Bennett, Jr. Executive Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----