-----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, Le8Z7uDoCOcDUCt043ZlOA6//63dgsHWcJkZBSGwlw16GvWM+QNCnbgNgeqmejI+ BPmp86WCHV1zrB37myZhQA== 0000950152-99-008688.txt : 19991108 0000950152-99-008688.hdr.sgml : 19991108 ACCESSION NUMBER: 0000950152-99-008688 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991105 EFFECTIVENESS DATE: 19991105 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: S-8 SEC ACT: SEC FILE NUMBER: 333-90423 FILM NUMBER: 99742315 BUSINESS ADDRESS: STREET 1: 5555 GLENDON COURT CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6147175000 MAIL ADDRESS: STREET 1: 5555 GLEDNON COURT CITY: DUBLIN STATE: OH ZIP: 43016 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 S-8 1 CARDINAL HEALTH, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on November 5, 1999 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- CARDINAL HEALTH, INC. (Exact name of registrant as specified in its charter) Ohio 31-0958666 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of Principal Executive Offices) (Zip Code) --------------- CARDINAL HEALTH, INC. INCENTIVE DEFERRED COMPENSATION PLAN, AS AMENDED (Full title of the plan) --------------- Steven Alan Bennett Executive Vice President, General Counsel and Secretary Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 (Name and address of agent for service) (614) 757-5000 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities to Amount to be offering price aggregate offering Amount of registration registered registered(1) per share(2) price(2) fee(2) - ----------------------------------------------------------------------------------------------------------------------- Common Shares without par value 750,000 $45.4375 $34,078,125 $9,475 - -----------------------------------------------------------------------------------------------------------------------
(1) Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plans. (2) The registration fee has been calculated pursuant to Rule 457(c) and (h) based on the average of the high and low sale prices on November 3, 1999, of the Registrant's Common Shares as reported on the New York Stock Exchange. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) below are incorporated by reference in the registration statement. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 1999 filed with the Securities and Exchange Commission (the "Commission") on September 2, 1999 ("Form 10-K"); (b) The information contained in the Company's Proxy Statement dated September 21, 1999 for its Annual Meeting of Shareholders held on November 3, 1999 which has been incorporated by reference in its Form 10-K; and (c) The description of the Company's Common Shares contained in the Company's Registration Statement on Form 8-A dated August 19, 1994, pursuant to Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Shares offered hereby has been passed upon for the Company by Paul S. Williams, Deputy General Counsel of the Company. Mr. Williams holds Common Shares of the Company, as well as vested and unvested options to purchase Common Shares of the Company, and unvested restricted Common Shares of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code sets forth conditions and limitations governing the indemnification of officers, directors, and other persons. Article 6 of the Company's Restated Code of Regulations ("Code of Regulations"), as amended and restated, contains certain indemnification provisions adopted pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code. The Company's Code of Regulations provides for the indemnification of its officers, directors, employees, and agents against all expenses with respect to any judgments, fines, and amounts paid in settlement, or with respect to any threatened, pending, or completed action, suit, or proceeding to which they were or are parties or are threatened to be made parties by reason of acting in such capacities, provided that it is determined, either by a majority vote of a quorum of disinterested directors of the Company or the shareholders of the Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company; (b) in any action, suit, or proceeding by or in the right of the Company, they were not, and have not been adjudicated to have been, negligent or guilty of misconduct in the performance of their duties to the Company; and (c) with respect to any criminal action or proceeding, that they had no reasonable cause to believe that their conduct was unlawful. Section 1701.13(E) provides that to the extent a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any such action, suit, or proceeding, such individual shall be indemnified against expenses reasonably incurred in connection therewith. At present there are no material claims, actions, suits, or proceedings pending where indemnification would be required under these provisions, and the Company does not 2 3 know of any such threatened claims, actions, suits, or proceedings which may result in a request for such indemnification. The Company has entered into indemnification contracts with each of its directors and executive officers. These contracts generally: (i) confirm the existing indemnity provided to them under the Company's Code of Regulations and assure that this indemnity will continue to be provided; (ii) provide that if the Company does not maintain directors' and officers' liability insurance, the Company will, in effect, become a self-insurer of the coverage; and (iii) provide that, in addition, the directors and officers shall be indemnified to the fullest extent permitted by law against all expenses (including legal fees), judgments, fines, and settlement amounts incurred by them in any action or proceeding on account of their service as a director, officer, employee, or agent of the Company, or at the request of the Company as a director, officer, employee, trustee, fiduciary, manager, member or agent of another corporation, partnership, trust, limited liability company, employee benefit plan or other enterprise and; (iv) provide for the mandatory advancement of expenses to the executive officer or director in connection with the defense of any proceedings, provided that the executive officer or director agrees to reimburse the Company for that advancement if it is ultimately determined that the executive officer or director is not entitled to the indemnification for that proceeding under the agreement. Coverage under the contracts is excluded: (A) on account of conduct which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or willful misconduct; or (B) if a final court of adjudication shall determine that such indemnification is not lawful; or (C) in respect of any suit in which judgment is rendered for violations of Section 16(b) of the Securities and Exchange Act of 1934, as amended, or provisions of any federal, state, or local statutory law; or (D) on account of any remuneration paid which is finally adjudged to have been in violation of law; or (E) on account of conduct occurring prior to the time the executive officer or director became an officer, director, employee or agent of the Company or its subsidiaries (but in no event earlier than the time such entity became a subsidiary of Cardinal); or (F) with respect to proceedings initiated or brought voluntarily by the executive officer or director and not by way of defense, except for proceedings brought to enforce rights under the indemnification contract. The Company maintains a directors' and officers' insurance policy which insures the officers and directors of the Company from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Company. ITEM 8. EXHIBITS. Exhibit Number Description of Exhibit - -------------- ---------------------- 4(a) Specimen Certificate for the Registrant's Class A Common Shares (1) 4(b) Cardinal Health, Inc. Incentive Deferred Compensation Plan, as amended 5 Opinion of Paul S. Williams as to legality of the Common Shares being registered 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of PricewaterhouseCoopers LLP 23(c) Consent of Arthur Andersen LLP 23(d) Consent of Paul Williams (included in Opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included in signature page to Registration Statement) - ------------------- (1) Included as an exhibit to the Registrant's Registration Statement on Form S-4 (No. 333-74761) and incorporated herein by reference. 3 4 ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 5 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 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 5th day of November, 1999. CARDINAL HEALTH, INC. By: /s/ Robert D. Walter ---------------------------------- Robert D. Walter, Chairman and Chief Executive Officer Each of the undersigned officers and directors of Cardinal Health, Inc., an Ohio corporation (the "Company"), which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, hereby constitutes and appoints Robert D. Walter, Steven Alan Bennett, and Brendan A. Ford and each of them, severally, as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, in his/her name and on his/her behalf, to sign in any and all capacities such Registration Statement and any and all amendments (including pre- or post-effective amendments) and exhibits thereto, and any and all applications and other documents relating thereto, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute. This Power of Attorney has been signed in the respective capacities and on the respective dates indicated below. 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 5th day of November, 1999. Signature Title - --------- ----- /s/ Robert D. Walter - ---------------------------------- Chairman, Chief Executive Officer Robert D. Walter and Director (principal executive officer) /s/ Richard J. Miller - ---------------------------------- Corporate Vice President and Chief Richard J. Miller Financial Officer (principal financial officer) /s/ Michael E. Beaulieu - ---------------------------------- Corporate Vice President, Controller Michael E. Beaulieu and Principal Accounting Officer (principal accounting officer) /s/ Silas S. Cathcart - ---------------------------------- Director Silas S. Cathcart 5 6 /s/ John F. Finn - ---------------------------------- Director John F. Finn /s/ Robert L. Gerbig - ---------------------------------- Director Robert L. Gerbig /s/ John F. Havens - ---------------------------------- Director John F. Havens /s/ Regina E. Herzlinger - ---------------------------------- Director Regina E. Herzlinger /s/ John C. Kane - ---------------------------------- Director John C. Kane /s/ J. Michael Losh - ---------------------------------- Director J. Michael Losh /s/ George R. Manser - ---------------------------------- Director George R. Manser /s/ John B. McCoy - ---------------------------------- Director John B. McCoy /s/ Michael D. O'Halleran - ---------------------------------- Director Michael D. O'Halleran /s/ Jerry E. Robertson - ---------------------------------- Director Jerry E. Robertson /s/ Melburn G. Whitmire - ---------------------------------- Director Melburn G. Whitmire 6 7 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 4(a) Specimen Certificate for the Registrant's Class A Common Shares (1) 4(b) Cardinal Health, Inc. Incentive Deferred Compensation Plan, as amended ((2), except for Amendment No. 1, which is filed herewith) 5 Opinion of Paul S. Williams as to legality of the Common Shares being registered 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of PricewaterhouseCoopers LLP 23(c) Consent of Arthur Andersen LLP 23(d) Consent of Paul Williams (included in Opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included in Signature Page to Registration Statement) - --------------- (1) Included as an exhibit to the Registrant's Registration Statement on Form S-4 (No. 333-74761) and incorporated by reference. (2) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 0-12591) and incorporated herein by reference. 7 EX-4.B 2 EXHIBIT 4(B) 1 EXHIBIT 4(b) AMENDMENT NO. 1 TO CARDINAL HEALTH, INC. INCENTIVE DEFERRED COMPENSATION PLAN (as amended and restated effective July 1, 1997) Effective as of November 3, 1999, the Cardinal Health, Inc. Incentive Deferred Compensation Plan, as amended and restated effective July 1, 1997, (the "Original Plan"), is hereby amended by this Amendment No. 1 as follows: 1. Article II is hereby deleted and replaced in its entirety by the following: All persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (each a "Reporting Person"), except for those Reporting Persons who are not participating in this Plan as of the date of this Amendment No. 1 and who are parties to an employment agreement that does not specifically provide for participation in this Plan, shall automatically be eligible to participate in the Plan. In addition, the Chairman of Cardinal Health, Inc. may select, within his sole discretion, other employees eligible to participate in the Plan. Only high income or key management employees are eligible for selection by the Chairman. If you are an eligible Reporting Person or you are chosen by the Chairman to participate in the Plan, you will sign an Incentive Deferred Compensation Agreement which details the requirements you must satisfy to be eligible to receive this supplemental retirement benefit from the Company. The Chairman will review and determine his selections each year. Thus, selection in one year does not automatically confer a right to participant in succeeding years, provided, however, that all Reporting Persons described above shall at all times during which they are a Reporting Person be eligible to participate in the Plan. If you were a participant one year but are not eligible in a succeeding year, you will still be a participant, but will be treated as "inactive." 2. The first paragraph under Article III is hereby deleted and replaced in its entirety by the following: The Plan is considered to be an "unfunded" arrangement as amounts generally will not be set aside or held by the Company in a trust, escrow, or similar account or fiduciary relationship on your behalf. Each participant's rights to benefits under the Plan are equivalent to the rights of any unsecured general creditor of the Company. However, the Company may open accounts with one or more investment companies selected by the Chairman, in his discretion, and may invest funds subject to this Plan in those investment companies. The Company also may establish a deferred compensation trust (rabbi or otherwise) in connection with the Plan. Each participant may be permitted to direct how the portion of the Company's funds allocable to him or her is invested from among the available alternatives, if such investment accounts are established. The Company currently expects any such alternatives to be similar to those available under the Qualified Plan, but is not obligated to make these or any other particular investment options available. If a participant is permitted to direct how the portion of the Company's funds allocable to him or her is invested among the available alternatives, the participant may be permitted to change such direction from time to time; provided, however, that in no event shall a participant be permitted to change any investment in a Cardinal Stock Account (defined below) to any other investment alternative, except as to future funds allocable to him or her as provided below under the heading "Election to Defer into Common Shares". All investments shall at all times continue to be a part of the Company's general assets. 3. The paragraph describing "Deferral Value" in Article III is hereby deleted in its entirety and replaced by the following: Second, to encourage each participant to invest in his or her own future, you may also elect to defer your compensation from the Company. You may elect (within 30 days of when you first become eligible to participate in the Plan for your initial year of participation or, for subsequent years, not later than the December 31 prior to each such year) to defer payment of a portion of your compensation 8 2 to be earned during the balance of the current or next calendar year, as applicable, as a credit to your Accumulations. Except as set forth below, the minimum amount you may defer is 1% and the maximum is 20% of your compensation. Under special circumstances, the Chairman may also determine, in his discretion, that any participant who is not a Reporting Person may be periodically eligible to make a special election after the beginning of the year to defer any compensation for the remainder of the year which is not yet payable to such participant. Notwithstanding the foregoing, the Chairman may defer up to a maximum of 100% of his compensation into the Plan. These voluntary deferrals by all participants, adjusted for earnings or losses as described below, are known as the "Deferral Value." The Company may, in its discretion, establish and change from time to time a maximum limitation on deferral contributions for participants who are not Reporting Persons. 4. Three new paragraphs are hereby added to the end of Article III which provide as follows: ELECTION TO DEFER INTO COMMON SHARES: Subject to the provisions of this Article III, whenever you make a deferral election pursuant to the terms of this Plan, you may also elect to have all or a portion of the Accumulations to be deemed invested in common shares, without par value ("Common Shares"), of the Company (such deferred Accumulations, the "Share Election Accumulations"). On the date when your Share Election Accumulations would otherwise be payable to you (if you had not elected to defer such payment) (the "Payment Date"), the Company will credit to a separate account (your "Cardinal Stock Account") a number of hypothetical Common Shares (and fractions thereof) having a Value equal to the Share Election Accumulations. For purposes of this Plan, the "Value" of a Common Share on a particular day shall mean the closing trading price of a Common Share on the New York Stock Exchange on that day (or, if there is no trading of the Common Shares on that day, on the most recent previous date on which trading occurred). Any election made pursuant to this paragraph shall be irrevocable for all Accumulations earned during the calendar year for which the election is made. Any election made pursuant to this paragraph shall remain in effect for Accumulations earned in subsequent calendar years unless you deliver a written notice to the Secretary of the Company setting forth a different deferral election, which shall be applied to future calendar years until further written notice is received by the Secretary of the Company pursuant to this section. Notwithstanding the foregoing, if any deferral election into Common Shares would make a transaction between the Company and any other entity ineligible for pooling-of-interests accounting under APB No. 16 that but for the nature of such deferral would otherwise be eligible for such accounting treatment, such deferral election shall be treated as a deferral election into the other available funds pro-rata. If any recapitalization, reorganization, reclassification, consolidation, merger of Cardinal Health, Inc. ("Cardinal") or the Company or any sale of all or substantially all of Cardinal's or the Company's assets to another person or entity or other transaction which is effected in such a way that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities, or assets with respect to or in exchange for Common Shares (each an "Organic Change") shall occur, then your Cardinal Stock Account (if any) shall be adjusted so as to contain such shares of stock, securities or assets (including cash) as would have been issued or payable with respect to or in exchange for the number of Common Shares credited thereto immediately before such Organic Change, if such Common Shares had been outstanding. If the assets held in your Cardinal Stock Account immediately after such adjustment are not equity securities, then you shall be permitted to re-direct the investment thereof into the other investment choices then available under this Plan. In the case of your Cardinal Stock Account (if any), the earnings (or losses) credited to such account shall consist solely of dividend equivalent credits pursuant to this paragraph. Whenever a dividend or other distribution is made with respect to the Common Shares, then your Cardinal Stock Account shall be credited, on the payment date for such dividend or other distribution (the "Dividend Payment Date"), with a number of additional Common Shares having a Value, as of the Dividend Payment Date, based upon the number of Common Shares deemed to be held in your Cardinal Stock Account as of the record date for such dividend or other distribution (the "Dividend Record Date"), if such Common Shares were outstanding. If such dividend or other distribution is in the form of cash, the number of Common Shares so credited shall be a number of Common Shares (and fractions thereof) having a Value, 9 3 as of the Dividend Payment Date, equal to the amount of cash that would have been distributed with respect to the Common Shares deemed to be held in your Cardinal Stock Account as of the Dividend Record Date, if such Common Shares were outstanding. If such dividend or other distribution is in the form of Common Shares, the number of Common Shares so credited shall equal the number of such Common Shares (and fractions thereof) that would have been distributed with respect to the Common Shares deemed to be held in your Cardinal Stock Account as of the Dividend Record Date, if such Common Shares were outstanding. If such dividend or other distribution is in the form of property other than cash or Common Shares, the number of Common Shares so credited shall be a number of Common Shares (and fractions thereof) having a Value, as of the Dividend Payment Date, equal to the value of the property that would have been distributed with respect to the Common Shares deemed to be held in your Cardinal Stock Account as of the Dividend Record Date, if such Common Shares were outstanding. The value of such property shall be its fair market value as of the Dividend Payment Date, determined by the Cardinal Board of Directors (the "Board") based upon market trading if available and otherwise based upon such factors as the Board deems appropriate. 5. A new sentence is hereby added to the end of Article IV, subparagraph C.5 which provides as follows: Payments of amounts credited to your Cardinal Stock Account, if any, shall be in the form of Common Shares plus cash in lieu of any fractional shares. 6. A new paragraph E is hereby added to Article V entitled "General Restrictions" which provides as follows: E. GENERAL RESTRICTIONS Notwithstanding any other provision of this Plan or any Directors Deferred Compensation Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Common Shares under this Plan prior to fulfillment of all of the following conditions: (i) Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the Common Shares; (ii) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Chairman shall, in his absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Chairman shall, in his absolute discretion after receiving the advise of counsel, determine to be necessary or advisable. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the participants. 7. A new paragraph F is hereby added to Article V entitled "Common Shares Available" which provides as follows: F. COMMON SHARES AVAILABLE The maximum aggregate number of Common Shares which may be credited to Cardinal Stock Accounts pursuant to this Plan is 1,500,000. Common Shares issuable under the Plan may be taken from authorized but unissued shares, treasury shares, shares held in a trust for purposes of the Plan, or purchased on the open market. No single participant may acquire under the Plan more than 750,000 Common Shares. In the event of any stock dividend, stock split, share combination, corporate separation or division (including, but not limited to, split-up, spin-off, split-off or distribution to Cardinal's 10 4 shareholders other than a normal cash dividend), or partial or complete liquidation, or any other corporate transaction or event having any effect similar to any of the foregoing, then the aggregate number of Common Shares reserved for issuance under the Plan shall be appropriately substituted for new shares or adjusted, as determined by Cardinal's Compensation and Personnel Subcommittee in its sole discretion. 8. Except to the extent otherwise set forth herein, the terms, conditions and provisions of the Original Plan are unchanged and remain in full force and effect. 11 EX-5 3 EXHIBIT 5 1 EXHIBIT 5 November 5, 1999 Cardinal Health, Inc. 7000 Cardinal Place Dublin, OH 43017 Gentlemen: I 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, as amended (the "Act") relating to the issuance of up to 750,000 Common Shares, without par value (the "Common Shares"), of the Company pursuant to awards under the Cardinal Health, Inc. Incentive Deferred Compensation Plan, as amended (the "Plan"). In connection with the foregoing, I have examined: (a) the Amended and Restated Articles of Incorporation, as amended, and Restated Code of Regulations, as amended, of the Company, (b) the Plan, and (c) such records of the corporate proceedings of the Company and such other documents as I deemed necessary to render this opinion. Based on such examination, I am of the opinion that the Common Shares available for issuance under the Plan, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and the reference to me in Item 5 of Part II of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Paul S. Williams, Paul S. Williams, Vice President and Deputy General Counsel Cardinal Health, Inc. 12 EX-23.A 4 EXHIBIT 23(A) 1 EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Cardinal Health, Inc. on Form S-8 of our report dated August 10, 1999, appearing in the Annual Report on Form 10-K of Cardinal Health, Inc. for the year ended June 30, 1999. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbus, Ohio November 4, 1999 13 EX-23.B 5 EXHIBIT 23(B) 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement of Cardinal Health, Inc. on Form S-8 in respect of the "Cardinal Health, Inc. Incentive Deferred Compensation Plan, as Amended" of our report dated July 29, 1999, relating to the Allegiance Corporation consolidated financial statements, which appears on page 22 of the Cardinal Health, Inc. Annual Report on Form 10-K for the year ended June 30, 1999. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 23 of such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois November 4, 1999 14 EX-23.C 6 EXHIBIT 23(C) 1 EXHIBIT 23(c) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report with respect to R.P. Scherer Corporation dated August 9, 1999 included in Cardinal Health, Inc.'s Form 10K for the year ended June 30, 1999. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Roseland, New Jersey November 4, 1999 15 -----END PRIVACY-ENHANCED MESSAGE-----