-----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, MXZ3M25kqYPDcTiyYer8KnOArerz1Ey3c05+qQ+WCwd7581xumRYDvcO2HR8N38h 3BQigVntzgaFW2VFpRhy+g== 0000950152-04-008535.txt : 20041123 0000950152-04-008535.hdr.sgml : 20041123 20041123114036 ACCESSION NUMBER: 0000950152-04-008535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041123 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 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: 041162831 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 8-K 1 l10689ae8vk.txt CARDINAL HEALTH, INC. 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): November 23, 2004 Cardinal Health, Inc. (Exact Name of Registrant as Specified in its Charter) Ohio (State or Other Jurisdiction of Incorporation) 1-11373 31-0958666 (Commission File Number) (IRS Employer Identification Number) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of Principal Executive Offices, Including 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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefits Plans On November 23, 2004, in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, Cardinal Health, Inc. (the "Company") sent a notice to its directors and executive officers informing them that a temporary suspension of trading in Company stock under certain of the Company's employee benefit plans (also known as a "blackout period") will begin on December 10, 2004 and is expected to end on December 20, 2004. The blackout period is in connection with the Company's transferring the administration of a number of its benefit plans from the current third-party vendor to a new third-party vendor. The Company has advised participants in the plans of the blackout period. A copy of the notice is attached hereto as Exhibit 99.01 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.01 Notice of Blackout Period to Directors and Executive Officers of the Company. 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. Cardinal Health, Inc. (Registrant) Date: November 23, 2004 By: /s/ Paul S. Williams --------------------- Name: Paul S. Williams Title: Executive Vice President, Chief Legal Officer and Secretary 2 EXHIBIT INDEX 99.01 Notice of Blackout Period to Directors and Executive Officers of the Company. 3 EX-99.01 2 l10689aexv99w01.txt EXHIBIT 99.01 Exhibit 99.01 CARDINAL HEALTH, INC. Sarbanes-Oxley Blackout Notice To Directors and Executive Officers Subject to Section 306(a)(1) of the Sarbanes-Oxley Act of 2002 Effective: December 10, 2004 Expected Duration: Through December 20, 2004 Notice of and Reason for Blackout Period. Cardinal Health, Inc. (the "Company") will be transferring the administration of a number of its retirement plans to Fidelity Investments from Putnam Investments. The impacted plans are o the Cardinal Health Profit Sharing, Retirement and Savings Plan, o the Cardinal Health Profit Sharing, Retirement and Savings Plan for PRN Employees, o the Syncor International Corporation Employee Savings and Stock Ownership Plan, o the Cardinal Health Profit Sharing, Retirement and Savings Plan for Puerto Rico Employees, and o the Cardinal Health Prior Retirement Accounts Plan. The administration of the Company's Deferred Compensation Plan and Directors Deferred Compensation Plan also will be transferred to Fidelity Investments. To ensure that all participant and plan information is accurately transferred from Putnam Investments to Fidelity Investments, there will be a period of time during which plan participants will not be able to direct or diversify investments held in the plans, change contribution rates, or obtain loans, withdrawals or distributions from the plan accounts. The period during which participants in the plans will be unable to exercise these rights is called a "Blackout Period." Impact of the Blackout Period. In addition to the unavailability of these plan features for all plan participants, it is unlawful under Section 306(a)(1) of the Sarbanes-Oxley Act of 2002 for any director or executive officer of the Company, directly or indirectly, to purchase, sell or otherwise acquire or transfer any equity security of the Company during any blackout period with respect to such equity security, if such director or executive officer acquires or previously acquired such equity security in connection with his or her service or employment as a director or executive officer of the Company. Duration of the Blackout Period. The Blackout Period will begin at 3:00 p.m. Eastern time on Friday, December 10, 2004 and is expected to end on Monday, December 20, 2004. To confirm that the Blackout Period has ended, please call Fidelity Investments at 1-877-866-4401. You may also contact Fidelity Investments by U.S. mail sent to Cardinal Health Financial Plans Service Center, 300 Puritan Way, Marlborough, MA 01752. Contact Information. If you have any questions concerning this notice, you should contact Fidelity Investments at the telephone number or address listed above. -----END PRIVACY-ENHANCED MESSAGE-----