-----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, HfbcZJDstdhCmzvcPHgNp196FxHx4TKkYBIXJH3mb38MMk5bXQXNxwb/uCkMYBR0 MhLLcigxcD3F6lBc+vjQlQ== 0000927653-98-000007.txt : 19980417 0000927653-98-000007.hdr.sgml : 19980417 ACCESSION NUMBER: 0000927653-98-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980416 EFFECTIVENESS DATE: 19980416 SROS: NYSE SROS: PCX 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: 333-50261 FILM NUMBER: 98595332 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 April 16, 1998 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 Profit-Sharing Investment Plan (Full Title of Plan) 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 (Name and address of agents for service) (415) 983-8300 (Telephone number, including area code, of agents for service) The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Aggregate Amount of to be be Regis- Price Offering Registra- Registered tered Per Share Price tion Fee - ---------------------------------------------------------------- Common Stock par value $.01 per share 4,219,400 $59.25(1) $249,999,450(1) $73,750 Rights to purchase Preferred Stock (2) 4,219,400 N/A N/A N/A Total Registration Fee N/A N/A N/A $73,750 - ------------ (1) In accordance with Rule 457, calculated on the basis of the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on April 14, 1998. (2) Associated with the Common Stock are Rights to purchase Series A Junior Participating Preferred Stock that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events. - ------------ INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 General Instruction E Information The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on November 21, 1994 (as amended by Post-Effective Amendment No. 1 filed February 7, 1995) (File No. 33-86536) is hereby incorporated by reference. Incorporation of Certain Documents by Reference The following documents previously filed or to be filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended March 31, 1997. (b) Quarterly Reports on Form 10-Q for the quarters ended June 30, September 30 and December 31, 1997. (c) 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, October 31, 1997, February 24, 1998, and March 19, 1998. (d) The description of Registrant's common stock contained in the Registrant's Registration Statement on Form 10 (File No. 1-13252) 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. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 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 until a post-effective amendment of this Registration Statement is filed which indicates that all securities being offered hereby have been sold or which deregisters all securities then remaining unsold. 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 16th day of April 1998. McKESSON CORPORATION (Registrant) /s/ Nancy A. Miller By: 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 the 16th day of April 1998. Signature Title - --------- ----- * - ----------------- Mark A. Pulido President and Chief Executive Officer and Director (Principal Executive Officer) * - ----------------- Richard H. Hawkins Vice President and Chief Financial Officer (Principal Financial Officer) * - ----------------- Heidi E. Yodowitz Controller (Principal Accounting Officer) * - ----------------- Alan J. Seelenfreund Director; Chairman of the Board * - ----------------- Mary G.F. Bitterman Director * - ----------------- Tully M. Friedman Director * - ----------------- David S. Pottruck Director * - ---------------- John M. Pietruski Director * - ---------------- Carl E. Reichardt Director * - ---------------- Jane E. Shaw Director * - ---------------- Robert H. Waterman, Jr. Director *By: Nancy A. Miller --------------- Nancy A. Miller (Attorney-in-Fact) INDEX TO 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 regarding the legality of the securities being offered. 5.2* Opinion of Liza G. Ring, Senior Counsel of the Registrant, as to compliance with requirements of ERISA. 23.1* Consent of Ivan D. Meyerson, Vice President and General Counsel of the Registrant is included in Exhibit 5.1 to this Registration Statement. 23.2* Independent Auditors' Consent 23.3* Consent of Liza G. Ring, Senior Counsel of the Registrant, is included in Exhibit 5.2 to this Registration Statement. 24.1* Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement. - -------------------- * Filed herewith EXHIBITS 5.1 and 23.1 April 16, 1998 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 4,219,400 shares of the Company's Common Stock, par value $0.01 per share, issuable pursuant to the McKesson Corporation Profit-Sharing Investment 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, I am of the opinion that such shares of Common Stock of the Company, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/Ivan D. Meyerson Vice President and General Counsel EXHIBIT 5.2 AND 23.3 April 16, 1998 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Ladies and Gentlemen: In connection with the filing of a Registration Statement on Form S-8, I have been asked for my opinion that the McKesson Corporation Profit-Sharing Investment Plan (the "Plan") continues to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Accordingly, I am of the opinion that the terms of the Plan are in compliance with the applicable provisions of ERISA. Pursuant to the requirements of the Securities Act of 1933, as amended, I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement referred to above, including any amendments thereto. Very truly yours, /s/Liza G. Ring Senior Counsel EXHIBIT 23.2 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 April 15, 1998 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), registering shares of Common Stock, $0.01 par value, of the Company to be issued by the Company pursuant to the McKesson Corporation Profit-Sharing Investment Plan; and WHEREAS, the undersigned is an officer or director, or both, of the Company, NOW, THEREFORE, the undersigned hereby constitutes and appoints Ivan D. Meyerson and Nancy A. Miller, 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 as 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 16th day of April, 1998. /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. April 16, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, NW Washington, DC 20549-1004 Re: McKesson Corporation - Direct Transmission Form S-8 Registration Statement Ladies and Gentlemen: On behalf of McKesson Corporation (the "Company"), and in connection with the registration of 4,219,400 additional shares of Common Stock, $0.01 par value, of the Company to be issued by the Company pursuant to the McKesson Corporation Profit-Sharing Investment Plan, we transmit herewith 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. Payment of the registration fee in the amount of $73,750 was remitted by wire transfer to the Commission's account at Mellon Bank in Pittsburgh, PA on April 15, 1998. 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 By /s/NANCY A. MILLER Vice President and Corporate Secretary NAM/DTI/it cc: New York Stock Exchange, Inc. Pacific Exchange, Inc. -----END PRIVACY-ENHANCED MESSAGE-----