-----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, OPfseR775Ey7cdUiFtlmyo59vJy3HEacTwfkth1xd8eQmsBNZmi9wFibk6Rq7R4F IMPTRss+k9L2wEv1aftQtQ== 0000927653-97-000021.txt : 19971224 0000927653-97-000021.hdr.sgml : 19971224 ACCESSION NUMBER: 0000927653-97-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971223 EFFECTIVENESS DATE: 19971223 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43079 FILM NUMBER: 97743365 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 S-8 1 As filed with the Securities and Exchange Commission on December 23, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 McKESSON CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3207296 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Post Street San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code) McKesson Corporation 1997 Non-Employee Directors' Equity Compensation and Deferral Plan (Full Title of the Plan) Copy to: Nancy A. Miller Ivan D. Meyerson Vice President and Vice President and Corporate Secretary General Counsel One Post Street One Post Street San Francisco, CA 94104 San Francisco, CA 94104 (415)983-8300) (415) 983-8300 (Name, address and 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 Maximum Registration Be Registered Regis- Offering Aggregate Fee(2) tered(1) Price per Offering Share(2) Price(2) Options to purchase common stock 226,000 $18.00 $4,068,000 $1,200.06 (1) The underlying shares of the Company's common stock relating to the options to purchase common stock registered hereby have previously been registered. (2) Estimated pursuant to Rule 457(i) on the basis of the proposed offering price solely for the purpose of calculating the registration fee. _________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. PART I Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I of Form S-8. PART II Item 3. Incorporation of Documents by Reference. The following documents filed by Registrant with the Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997; (3) The Registrant's Current Reports on Form 8-K dated November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A filed on January 21, 1997 as further amended by Amendment No. 2 on Form 8-K/A filed on April 28, 1997), April 7, 1997, June 13, 1997, June 24, 1997, September 5, 1997, September 24, 1997 and October 31, 1997; and (4) The description of the Registrant's capital stock contained in the Registrant's Registration Statement on Form 10 and the Rights Agreement dated as of October 21, 1994 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form 10. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. The securities to be issued are stock options granted in accordance with the McKesson Corporation 1997 Non-Employee Directors' Equity Compensation and Deferral Plan (the "Plan"). Upon vesting and in accordance with the provisions of the Plan and the terms of the grant made to each grantee, each option entitles the grantee to purchase one share of the Registrant's Common Stock. The Common Stock of McKesson Corporation is registered under Section 12 of the Exchange Act and is traded on the New York Stock Exchange and the Pacific Exchange. Accordingly, no description of the Common Stock is provided hereunder. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Officers and Directors. Paragraph 7 of Article VI of the Company's Restated Certificate of Incorporation provides as follows: "7. The Corporation shall indemnify (a) its directors to the fullest extent permitted by the laws of the State of Delaware now or hereafter in force, including the advancement of expenses under the procedures provided by such laws, (b) all of its officers to the same extent as it shall indemnify its directors, and (c) its officers who are not directors to such further extent as shall be authorized by the Board of Directors and be consistent with law. Subject only to any limitations prescribed by the laws of the State of Delaware now or hereafter in force, the foregoing shall not limit the authority of the Corporation to indemnify the directors, officers and other employees and agents of this Corporation consistent with law and shall not be deemed to be exclusive of any rights to which those indemnified may be entitled as a matter of law or under any resolution, By-Law provision, or agreement." Under Section 145 of the General Corporation Law of the State of Delaware, the state in which the Company is incorporated, a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party, or by or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents. In general, Section 145 provides that a corporation has the power to indemnify directors, officers, employees or agents where the individual acted in good faith and in a manner such individual reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such individual's conduct was unlawful. In circumstances where the individual shall have been adjudged to be liable for negligence or misconduct in the performance of such individual's duty to the corporation, indemnification will be allowed only to the extent that the court considering the action decides, in view of the circumstances, the individual is entitled to indemnity. The directors and officers of the Company and its subsidiaries are covered by policies of insurance under which they are insured, within limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, in which they are parties by reason of being or having been directors or officers; the Company is similarly insured, with respect to certain payments it might be required to make to its directors or officers under the applicable statutes and its charter provisions. In addition, pursuant to authority contained in Article VIII of the Company's Restated By-Laws ("Article VIII"), the Company has entered into indemnification agreements with its directors and officers. Those agreements, in effect, give each director and officer a contractual right to assert against the Company the indemnification rights provided to them in Article VIII upon the occurrence of an Indemnifiable Event (as defined in the agreements). The agreements further provide for the funding of a trust by the Company in certain specified circumstances in an amount sufficient to satisfy the indemnitees' expenses and liabilities relating to an Indemnifiable Event. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description 4.1* Rights Agreement dated as of October 21, 1994 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form 10 and incorporated herein by reference. 5.1 Opinion of Ivan D. Meyerson, Vice- President and General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Independent Auditors' Consent. 23.2 Consent of Ivan D. Meyerson, Vice- President and General Counsel of the Registrant (included in Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement. ____________________ * Previously filed. 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; (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; (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 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 San Francisco, State of California, on the 23rd day of December, 1997. McKESSON CORPORATION By: /s/ NANCY A. MILLER ----------------------- Nancy A. Miller Vice President and Secretary 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 December 23, 1997. Signature Title /s/ MARK A. PULIDO* President and Chief Mark A. Pulido Executive Officer and Director (Principal Executive Officer) /s/ RICHARD H. HAWKINS* Vice President and Richard H. Hawkins Chief Financial Officer (Principal Financial Officer) /s/ HEIDI E. YODOWITZ* Controller Heidi E. Yodowitz (Principal Accounting Officer) /s/ ALAN J. SEELENFREUND* Director, Chairman Alan J. Seelenfreund of the Board /s/ MARY G.F. BITTERMAN* Director Mary G.F. Bitterman /s/ TULLY M. FRIEDMAN* Director Tully M. Friedman /s/ JOHN M. PIETRUSKI* Director John M. Pietruski /s/ DAVID S. POTTRUCK* Director David S. Pottruck /s/ CARL E. REICHARDT* Director Carl E. Reichardt /s/ JANE E. SHAW* Director Jane E. Shaw /s/ ROBERT H. WATERMAN,JR.* Director Robert H. Waterman, Jr. /s/ NANCY A. MILLER *By: Nancy A. Miller (Attorney-in-Fact) EXHIBIT INDEX Exhibit No. Description 4.1* Rights Agreement dated as of October 21, 1994 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form 10 and incorporated herein by reference. 5.1 Opinion of Ivan D. Meyerson, Vice-President and General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Independent Auditors' Consent. 23.2 Consent of Ivan D. Meyerson, Vice-President and General Counsel of the Registrant (included in Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement. ____________________ * Previously filed. EXHIBIT 5.1 AND 23.2 December 23, 1997 McKesson Corporation McKesson Plaza One Post Street San Francisco, CA 94104 I am General Counsel of McKesson Corporation, a Delaware corporation (the "Company"). In that capacity I have reviewed the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 with respect to 226,000 options to purchase shares of the Company's Common Stock issuable pursuant to the McKesson Corporation 1997 Non-Employee Directors' Equity Compensation and Deferral Plan (the "Plan"). As General Counsel, I am familiar with the Company's Restated Certificate of Incorporation and its Restated By-Laws, as amended to date. I have also examined such other documents, corporate records and instruments as I have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, it is my opinion that such options to purchase shares of Common Stock of the Company, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 and 23.2 to the Registration Statement. Very truly yours, /s/ IVAN D. MEYERSON Ivan D. Meyerson Vice President and General Counsel EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson Corporation ("McKesson") on Form S-8 of our reports dated May 16, 1997 on McKesson's consolidated financial statements and consolidated supplementary financial schedule, both such reports appearing in the Annual Report on Form 10-K of McKesson Corporation for the year ended March 31, 1997, and our report on FoxMeyer Corporation's consolidated financial statements dated June 28, 1996 (March 18, 1997 as to paragraph seven of Note Q), which report expresses an unqualified opinion and includes an explanatory paragraph relating to the sale of the principal assets of FoxMeyer Corporation and its Chapter 7 bankruptcy filing, appearing in the Current Report on Form 8-K/A of McKesson Corporation filed with the Securities and Exchange Commission on April 28, 1997. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP San Francisco, California Dallas, Texas December 23, 1997 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, McKesson Corporation, a Delaware corporation (the "Company"), contemplates filing with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-8 (and amendments thereto, including post-effective amendments), with respect to options to purchase shares of common stock of the Company to be issued by the Company pursuant to the McKesson Corporation 1997 Non-Employee Director's Equity Compensation and Deferral Plan, WHEREAS, the undersigned is an officer or director, or both, of the Company, NOW, THEREFORE, the undersigned hereby constitutes and appoints Nancy A. Miller and Ivan D. Meyerson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement and any and all amendments (including post-effective amendments) thereto and other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 23rd day of December, 1997. /s/ MARK A. PULIDO /s/ RICHARD H. HAWKINS /s/ HEIDI E. YODOWITZ /s/ ALAN J. SEELENFREUND /s/ MARY G.F. BITTERMAN /s/ TULLY M. FRIEDMAN /s/ JOHN M. PIETRUSKI /s/ DAVID S. POTTRUCK /s/ CARL E. REICHARDT /s/ JANE E. SHAW /s/ ROBERT H. WATERMAN, JR. December 23, 1997 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, NW Washington, DC 20549-1004 Re: McKesson Corporation - Direct Transmission Form S-8 Registration Statement - Options under 1997 Non-Employee Directors' Equity Compensation and Deferral Plan Ladies and Gentlemen: On behalf of McKesson Corporation (the "Company"), and in connection with the registration of 226,000 options to purchase common stock, $0.01 par value, of the Company pursuant to the 1997 Non-Employee Directors' Equity Compensation and Deferral Plan, we submit for filing under the Securities Act of 1933, as amended, the Company's registration statement on Form S-8, together with all exhibits, other than those previously filed with the Commission and incorporated herein by reference. This filing is being effected by direct transmission to the Commission's Operational EDGAR System. Payment of the registration fee in the amount of $1,201 was remitted by wire transfer to the Commission's account at Mellon Bank in Pittsburgh, PA on December 19, 1997. Should you have any questions concerning this filing, please telephone me collect (tel. (415) 983-8301) or, in my absence, Ivan Meyerson, Vice President and General Counsel for the Company (tel. (415) 983-8319). Very truly yours, McKESSON CORPORATION /s/Nancy A. Miller By NANCY A. MILLER Vice President and Corporate Secretary NAM/DTI/it -----END PRIVACY-ENHANCED MESSAGE-----