-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ki4C0hiXnBWRdxiUX7lDVfzOUPSDleVs6vy0DxAidbpvxlzJOvaqPrZ0o3h2te2j VruPUNfVoShYInozwnw2og== 0000950152-94-000219.txt : 19940308 0000950152-94-000219.hdr.sgml : 19940308 ACCESSION NUMBER: 0000950152-94-000219 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940307 19940326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: 5122 IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52539 FILM NUMBER: 94514899 BUSINESS ADDRESS: STREET 1: 655 METRO PL SOUTH STE 925 CITY: DUBLIN STATE: OH ZIP: 43017 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 S-8 1 CARDINAL HEALTH S-8 1 As filed with the Securities and Exchange Commission on March 7, 1994 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------- CARDINAL HEALTH, INC. (formerly known as Cardinal Distribution, Inc.) (Exact name of registrant as specified in its charter) Ohio 31-0958666 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 655 Metro Place South, Suite 925, Dublin, Ohio 43017 (Address of Principal Executive Offices) (Zip Code) ------------------- CARDINAL HEALTH, INC. DIRECTORS' STOCK OPTION PLAN (Full title of the plan) ------------------- George H. Bennett, Jr., Executive Vice President and General Counsel Cardinal Health, Inc. 655 Metro Place South, Suite 925 Dublin, Ohio 43017 (Name and address of agent for service) (614) 761-8700 (Telephone number, including area code, of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== Title of Amount Proposed Proposed Amount of securities to to be maximum offering maximum aggregate registration be registered registered(1) price per share* offering price(2) fee - ------------------------------------------------------------------------------------------------------------------ Common Shares, without par value 285,156 $ 48.50 $ 13,830,066 $ 4,769.02 ================================================================================================================== (1) Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated in accordance with Rule 457 solely for the purpose of determining the registration fee, based on the average of the high and low reported sale prices on February 28, 1994, of the registrant's Common Shares as reported on the NASDAQ National Market System.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The shares registered by Cardinal Health, Inc. (the "Company") pursuant to this Registration Statement will be issued under the Company's Directors' Stock Option Plan. In a Registration Statement on Form S-8 (No. 33-38021), the Company previously registered 171,875 of its Common Shares for issuance under the Plan, as subsequently adjusted for stock splits and stock dividends. The contents of such Registration Statement are incorporated by reference herein. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Shares offered hereby has been passed upon for the Company by Baker & Hostetler, Cleveland, Ohio. Michael E. Moritz, a director and Secretary of the Company, is a partner of Baker & Hostetler and, as of February 28, 1994, was the beneficial owner of 457,229 Common Shares. ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit - -------------- ---------------------- 5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered 23(a) Consent of Deloitte & Touche 23(b) Consent of Arthur Andersen & Co. 23(c) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
II-1 3 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 Dublin, State of Ohio, on the 7th day of March, 1994. CARDINAL HEALTH, INC. By: /s/ Robert D. Walter ------------------------------------- Robert D. Walter, Chairman and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert D. Walter, George H. Bennett, Jr., and Michael E. Moritz, and each of them, severally, as his attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof. 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 7th day of March, 1994.
Signature Title --------- ----- /s/Robert D. Walter Chairman and Chief Executive - ------------------------------------------------------------- Officer (principal executive officer) Robert D. Walter /s/David Bearman Executive Vice President and Chief - ------------------------------------------------------------- Financial Officer (principal financial officer and David Bearman principal accounting officer) /s/Mitchell J. Blutt, M.D. Director - ------------------------------------------------------------- Mitchell J. Blutt, M.D. /s/John F. Finn Director - ------------------------------------------------------------- John F. Finn /s/Robert L. Gerbig Director - ------------------------------------------------------------- Robert L. Gerbig
II-2 4 /s/Michael S. Gross Director - ------------------------------------------------------------- Michael S. Gross /s/John F. Havens Director - ------------------------------------------------------------- John F. Havens /s/James L. Heskett Director - ------------------------------------------------------------- James L. Heskett /s/John C. Kane Director - ------------------------------------------------------------- John C. Kane /s/George R. Manser Director - ------------------------------------------------------------- George R. Manser /s/John B. McCoy Director - ------------------------------------------------------------- John B. McCoy /s/Michael E. Moritz Director - ------------------------------------------------------------- Michael E. Moritz /s/Jerry E. Robertson Director - ------------------------------------------------------------- Jerry E. Robertson /s/L. Jack Van Fossen Director - ------------------------------------------------------------- L. Jack Van Fossen /s/Melburne G. Whitmire Director - ------------------------------------------------------------- Melburne G. Whitmire
II-3 5 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered 23(a) Consent of Deloitte & Touche 23(b) Consent of Arthur Andersen & Co. 23(c) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
EX-5 2 EXHIBIT 1 Exhibit 5 [Baker & Hostetler Letterhead] March 4, 1994 Cardinal Health, Inc. 655 Metro Place South, Suite 925 Dublin, Ohio 43017 Gentlemen: We have acted as counsel to Cardinal Health, Inc., an Ohio corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933 (the "Act") relating to the offering of up to 285,156 Common Shares, without par value (the "Common Shares"), of the Company pursuant to the Company's Directors' Stock Option Plan (the "Plan"). In connection with the foregoing, we have examined: (a) the Amended and Restated Articles of Incorporation, as amended, and Code of Regulations, as amended and restated, of the Company, (b) the Plan, and (c) such records of the corporate proceedings of the Company and such other documents as we deemed necessary to render this opinion. Based on such examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. 2. The Common Shares available for issuance under the Plan, when issued pursuant to the Plan upon exercise of options granted thereunder, will have been legally issued, and will be fully paid and nonassessable. We hereby consent to the use of this Opinion as Exhibit 5 to the Registration Statement and the reference to our firm in Item 5 of Part II of the Registration Statement. Very truly yours, /s/Baker & Hostetler EX-23.A 3 EXHIBIT 1 Exhibit 23(a) INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Cardinal Health, Inc. (formerly known as Cardinal Distribution, Inc.) on Form S-8 of our report dated May 11, 1993, except for Note 14, as to which the date is June 11, 1993, and except for Notes 1 and 7, as to which the date is August 6, 1993, appearing in the amended Annual Report on Form 10-K/A of Cardinal Health, Inc. for the year ended March 31, 1993, and of our report dated February 10, 1994 appearing in the Current Report on Form 8-K of Cardinal Health, Inc. dated February 11, 1994. /s/ Deloitte & Touche - ----------------------- DELOITTE & TOUCHE Columbus, Ohio March 3, 1994 EX-23.B 4 EXHIBIT 1 Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated September 3, 1993 included in Cardinal Health, Inc.'s Form 10-Q for the quarter ended December 31, 1993 and Form 8-K filed February 11, 1994 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen & Co. -------------------------- Sacramento, California March 2, 1994 -----END PRIVACY-ENHANCED MESSAGE-----